Common use of Severance Benefits Clause in Contracts

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If Subject to Executive's completion of all eligibility requirements set forth in this Section 5, if Executive suffers an Employment Loss during the Employment Period, Executive will be entitled to receive the following severance award benefits (collectively, the "Severance Benefits"): (i) a lump-sum payment equal to two (2) times Executive's annual Base Salary in effect at the time Executive suffers the Employment Loss (which payment will be subject to all applicable federal, state, and local tax withholdings and required contributions for the continuation of health and welfare Employee Benefits during the Employee Benefits Period (defined below)), payable on first (1st) business day after the expiration of the seven (7)-day revocation period referred to in Section 12(g) of the General Release attached hereto as Exhibit A (the "General Release"); (ii) continuation of all health and welfare Employee Benefits for a period of two (2) years (or such longer period, without duplication, as required by the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA")) commencing on the date of his Employment Loss (the "Employee Benefits Period") or, in the event Executive is covered by a Third Party Health Plan on the date of his Employment Loss, the ability to elect coverage and participate in the Company's health benefits plan for a period beginning upon the loss of coverage under the Third Party Health Plan and ending two (2) years after the Employment Loss Date; (iii) a one-time Emergence Bonus in accordance with Section 3(b) hereof if the Emergence Date occurs within 180 days following the date of the Executive’s employment terminates by reason 's Employment Loss; (iv) continuation of an Involuntary Termination Executive's coverage under the Company's D&O Insurance policy, or Constructive Termination (the Company shall provide Executive with similar coverage, in either case, other than a Change of Control Termination), on substantially the same terms and conditions until the third (i3rd) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 first anniversary of the Termination Date during date of Executive's Employment Loss; and (v) payment of any accrued unpaid Base Salary and any accrued unused vacation through the date of his Employment Loss. (b) To receive the Severance Benefits described under Section 5(a), Executive must have executed and delivered to the Company the General Release, which the Executive has not secured newrelease shall include, reasonably similar full-time employment (the “Additional Salary Payment” and together with the Initial Salary Paymentwithout limitation, the “Salary Payment”)resignation of Executive from all positions as a director or officer of the Company, provided that the Executive seeks to obtain such new employment and keep the Company informed any subsidiary thereof, consistent with and any other entity that Executive is serving in such capacity at the terms request of the Separation Agreement (as such term is defined in Section 4 below)Company. If Executive fails or refuses to execute the General Release, (ii) if or revokes the termination occurs General Release prior to the expiration of the seven (7)-day revocation period referred to in Section 12(g) of the General Release, Executive shall not be entitled to receive the Severance Benefits described under Section 5(a). In the event Executive executes the General Release, the Company shall execute a release in favor of Executive with respect to those claims which the Company would have the power to indemnify Executive in accordance with Section 145 of the General Corporation Law of the State of Delaware. (c) Executive shall not be required to mitigate the amount of the Severance Benefits by seeking other employment or otherwise, nor shall such amount be reduced by any compensation received from other employment. (d) If Executive dies after he suffers an Employment Loss but before he receives payment of an annual cash incentive award from the prior completed yearSeverance Benefits described in Section 5(a)(i), 5(a)(iii) and 5(a)(v), the Company will pay the such benefits to Executive's estate; provided, however, that, 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”)Executive's estate, (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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”)case may be, (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance complied with the terms of Section 5 (including, without limitation, execution of the applicable award agreementGeneral Release). (e) Notwithstanding any provision of this Agreement to the contrary, Executive shall automatically forfeit any and shall vest immediately all rights to any and all Severance Benefits and any and all other benefits under this Agreement, other than payment of accrued unpaid Base Salary and accrued unused vacation through the date of termination of Executive's employment, if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due prior to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of Due Date: (i) the expiration of such twenty-four (24) month period or Executive's employment is terminated with Cause; (ii) the first to occur Executive voluntarily resigns without Good Reason; or (iii) Executive is part of the date a Group that is three (3) months following formed for the Change purpose of Control consummating a Management Buyout and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedManagement Buyout is consummated. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than there is a Change of in Control Termination), (i) then, subject to Section 3.02 and provided that the Company will pay Employee executes and does not revoke the Executive an amount equal to twelve (12) months release of his or her base salary, at the rate in effect claims and separation agreement attached hereto as of the Termination Date Exhibit A (the “Initial Salary PaymentRelease”) plus an amount equal to a maximum of six and provided such Release becomes effective (6without having been revoked) months of his by the 60th day following Employee’s Separation from Service or her base salary for any period beginning as of such earlier date required by the first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment release (the “Additional Salary Payment” and together with the Initial Salary Paymentsuch effectiveness deadline, the “Salary PaymentRelease Deadline”), provided that the Executive seeks Employee shall receive the following payments and benefits, which are in addition to obtain such new employment any amounts owed to Employee as earned but unpaid wages through the Date of Termination and keep the Company informed thereof, consistent with the terms of the Separation Agreement (as such term is defined in Section 4 below), (ii) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Paymentaccrued but unused vacation, if any, through the Current Year Bonus PaymentDate of Termination. Notwithstanding any provision of this Agreement to the contrary, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, at the same rate that the Executive would be required to contribute toward such coverage if he no payment or she were actively employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only benefit shall be provided to the Executive if he Employee pursuant to this Agreement unless a Change in Control is consummated within the Protected Period. No severance benefits will be paid or she has provided until the Release becomes effective. If the Release does not secured newbecome effective and irrevocable by the Release Deadline, reasonably similar full-time employment following the Termination DateEmployee will forfeit any rights to severance or benefits under this Agreement. (ba) If An amount equal to 100% of the Employee’s annual base salary. For purposes of this clause, base salary shall be defined as the greater of immediately prior to (x) the Employee’s base salary at the time of the Involuntary Termination Change in Control or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (iy) the portion Employee’s base salary at the time of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested Change in Control Termination. Such cash payment shall be payable in a single sum on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) sixtieth (60th) day following the expiration of such twenty-four (24) month period Employee’s Separation from Service or (ii) the first to occur date of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or in Control. (b) solely performance-based vesting criteria An amount equal to the greatest of (clauses x) 100% of the Employee’s full Target Variable Compensation for the last full fiscal year of the Company preceding the Change in Control, (ay) and 100% of the Employee’s full Target Variable Compensation for the last full fiscal year of the Company preceding the Change in Control Termination or (b), collectively, “Performance-Based z) 100% of the Employee’s full Target Variable Compensation for the full fiscal year of the Company Equity Awards”, and together with in which the Time-Based Company Equity Awards, “Company Equity Awards”) Change in Control Termination occurs. Such cash payment shall be determined payable in accordance with a single sum on the terms later of (i) sixtieth (60th) day following the Employee’s Separation from Service or (ii) the date of the plan and award agreement under which the Performance-Based Company Equity Award was issuedChange in Control. (c) Subject Any stock options granted to Section 8 belowthe Employee by the Company that are outstanding immediately prior to but have not vested as of the date of the Change in Control Termination shall become 100% vested as of the later of the Date of Termination or the date of the Change in Control (but immediately prior to the consummation thereof). Any stock option may be exercised by the Employee until the earlier of (i) one year (following the Date of Termination, or (ii) the original expiration date of the award (subject to any Initial Salary Payment right that the Company may have to terminate such awards in connection with the Change in Control). (d) Any restricted stock or restricted stock units granted to the Employee by the Company that are outstanding immediately prior to but have not vested as of the date of the Change in Control Termination shall become 100% vested as of the date of the later of the Date of Termination or the date of the Change in Control (but immediately prior to the consummation thereof). (e) Any market stock unit awards granted to the Employee by the Company that are outstanding immediately prior to, but have not fully vested as of, the date of the Change in Control Termination shall become vested as follows: the greater of (i) 100% of the Target Units (as defined in the market stock unit award agreement) less any previously vested units or (ii) the actual Earned Units (as defined in the market stock unit award agreement) less any previously vested units, shall be deemed Vested Units (as defined in the market stock unit award agreement) as of the later of the Date of Termination or the date of the Change in Control (but immediately prior to the consummation thereof). (f) With respect to any performance stock unit awards granted to the Employee by the Company that are outstanding immediately prior to, but have not fully vested as of, the date of the Change in Control Termination shall become vested as follows: the greater of (i) 100% of the Target Units (as defined in the performance stock unit award agreement) less any previously vested units or (ii) the actual Eligible Units (as defined in the performance stock unit award agreement) less any previously vested units shall be deemed Vested Units (as defined in the performance stock unit award agreement) as of the later of the Date of Termination or the date of the Change in Control (but immediately prior to the consummation thereof). (g) The Company will pay Employee a fully taxable lump sum amount that, after deduction of federal, state and Aggregate Bonus Payment local income and employment taxes determined at the highest marginal rates applicable to which the Executive Employee, will result in the Employee retaining an amount equal to 12 months of the premiums that would be charged, as of the Date of Termination, for group health continuation coverage for Employee and Employee’s covered dependents pursuant to Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and any state law equivalent (“COBRA”). The Employee may, but is entitled hereunder will not obligated to, use such payment toward the cost of COBRA premiums. Such amount shall be paid in cash in a single lump sum on the first regular payroll date later of the Company following the thirty-fifth (35thi) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which Employee’s Separation from Service or (ii) the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year Change in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursControl.

Severance Benefits. Subject to the Advisor’s executing and, if applicable, not revoking, a release of claims satisfactory to the Company substantially in the form attached hereto as Exhibit A (a) If the Executive“Release of Claims”), in the event the Advisor’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), is terminated (i) by the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum of six (6) months of his or her base salary other than for any period beginning as of the 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 Cause (as such term is defined in Section 4 below), the Severance Plan) or other than as a result of the Advisor’s death or Disability (as such term is defined in the Severance Plan) or (ii) if by Advisor for Good Reason (as such term is defined in the Severance Plan), Advisor shall be entitled to the following benefits (the “Severance Benefits”): (a) Severance Benefits Prior to July 1, 2007. If any such termination occurs prior to July 1, 2007, in lieu of any other severance payment pursuant to any other plan or agreement of the payment of an annual cash incentive award from Company or any subsidiary thereof to which the prior completed yearAdvisor is otherwise entitled (including, but not limited to any severance plan), the Company will pay the Executive such unpaid award Advisor shall be entitled to (i) his then annual base salary as in effect immediately prior to the extent date of termination (the Executive would have received such award should he “Termination Date”), which amount shall be payable in a lumpsum or she have been employed on in twelve monthly installments (in each case at the date such awards are paid to sole discretion of the rest Board of Directors of the Company (the “Prior Year Bonus PaymentBoard”), (iii) or 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) compensation committee thereof (the “Current Year Bonus PaymentCompensation Committee”), (iv) commencing within 10 business days following the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I effective date of the Employee Retirement Income Security Act Release of 1974, as amended, Claims; (ii) his share of the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than bonus otherwise payable under the Company’s group medical plan, for up to six Amended and Restated Executive Officer Performance Bonus Plan (6determined as set forth below) months following the first anniversary of the Termination Date, at the same rate that the Executive would be required to contribute toward such coverage if had he or she were actively employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers remained 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance employ of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards bonuses are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted paid by the Company with respect to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, which amount shall be payable within 5 days following the determination of the amount of the payment as described below; and any reimbursement (iii) acceleration of vesting of that portion of his options to purchase common stock of the Company that are outstanding as of the Termination Date, if any, that would have become vested during the nine-month period immediately following the Termination Date had he remained continuously employed by the Company during such period. For the purposes of Outplacement Assistance expenses paid this Section 3(a), the amount of the bonus payable to the Advisor, if any, shall be determined in good faith by the Executive will Board or the Compensation Committee, whose determination shall be paid no later than December 31 final and binding on the Advisor, within 15 days following the end of the third year following month in which the Termination Date occurs. The amount of the bonus payable shall be determined (x) if applicable, on the basis of the Company’s earnings per share results through the end of the calendar year month in which the Termination Date occurs (as determined by the Company’s senior financial officer), as measured against the portion of any Company earnings per share target which had been established by the Board or Compensation Committee as the basis for payment of all or any portion of such bonus which is related to such time period, and (y) if applicable, on the basis of the Advisor’s individual performance through the Termination Date as measured against his performance targets established by the Company for such time period, each as pro-rated for the period through the end of the calendar month in which the Termination Date occurs.

Severance Benefits. As consideration for the Employee agreeing to release the Company from all claims and liabilities that are described in Paragraph 5 herein and subject to the provisions of Paragraph 11 herein, the Company will provide the Employee the following as severance benefits (athe “Severance Benefits”): a. a lump sum equal to two (2) If years of the ExecutiveEmployee’s employment terminates current annual base salary of One Million One Hundred Thousand Dollars ($1,100,000), which lump sum the parties agree is equal to Two Million Two Hundred Thousand Dollars ($2,200,000), less applicable taxes and authorized withholdings, with such amount to be paid within ten (10) days after the expiration of the period for the Employee to revoke his acceptance to this Agreement under Paragraph 10; b. continued vesting of the time-based Restricted Stock Units identified in Exhibit A according to the original vesting schedules set forth in the applicable award agreements for such Restricted Stock Units; c. settlement of the Performance Units identified in Exhibit A, the results of which shall be determined by reason the Compensation Committee, in its sole discretion, based on the Compensation Committee’s determination of an Involuntary Termination or Constructive Termination the Company’s actual performance over the applicable Performance Period (as defined in either case, other than the applicable award agreement) on a Change pro-rata basis calculated by multiplying the final number of Control Termination)Performance Units (as defined in the applicable award agreement) by a fraction, (i) the Company will pay numerator of which is the Executive an amount equal to twelve (12) number of months of his or her base salary, at service between the rate in effect as period beginning on the first date of the Termination Date (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 first anniversary of the Termination Date during which the Executive has not secured newapplicable Performance Period and ending on March 31, reasonably similar full-time employment (the “Additional Salary Payment” 2016 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) if the termination occurs prior to the payment denominator 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 which is thirty-six (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 termination36) (the “Current Year Bonus Payment”number of months in each Performance Period); d. in accordance with past Company practice, (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target payment of or reimbursement for the current year Employee’s 2016 executive physical; and e. continued coverage, if the Employee so elects, during the eighteen (18) month period following the “Additional Bonus Payment”) (collectivelySeparation Date, for the Prior Year Bonus PaymentEmployee and the Employee’s spouse and eligible dependents, if any, under the Current Year Bonus PaymentCompany’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”amended (COBRA), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit shall promptly reimburse the Executive Employee on a monthly basis for the difference between the amount the Employee pays to effect and continue to participate in its group medical plan for twelve (12) months following such coverage and 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary employee contribution amount that active employees of the Termination Date, at Company pay for the same rate that the Executive would be required to contribute toward or similar coverage under such coverage if he or she were actively employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”)group health plans. For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of Each payment payable under this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later intended to be exempt from or compliant with Section 409A of (i) the expiration Internal Revenue Code and constitutes a separate payment for purposes of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only Internal Revenue Code. The timing of payment pursuant to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) this Paragraph shall be determined in accordance with as established herein and the terms Employee may not designate the time of payment of any of the plan Severance Benefits. The Employee acknowledges and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of agrees that the Company following has made no representations to him regarding the thirty-fifth (35th) calendar day following the Termination Date (except in the event tax consequences of any group termination Severance Benefits received by him pursuant to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursthis Agreement.

Severance Benefits. (a) If In consideration of Employee’s promises contained in this Agreement (including, without limitation, the Executive’s employment terminates by reason release of an Involuntary Termination or Constructive Termination (claims and covenant not to sue contained in either case, other than a Change of Control Terminationthe Release Agreement), and subject to the terms and conditions of this Agreement, the Company hereby agrees to: (i) pay to Employee, within sixty (60) days following the Company will pay Effective Date of the Executive Release Agreement (as defined in the Release Agreement), a one-time cash lump sum payment in an amount equal to twelve (12) months of his or her base salary$1,159,863, at pursuant to the rate in effect Company’s Severance Pay Plan, as of the Termination Date amended and restated (the “Initial Salary PaymentSeverance Pay Plan”), and subject to the terms and conditions of the Severance Pay Plan; (ii) plus provide Employee with the services of an amount equal to outside job placement firm selected by the Company for a maximum period of six (6) months of his or her base salary for any period beginning as of the 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 following the Separation Agreement (as such term is defined in Section 4 below), (ii) if the termination occurs prior to the payment 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”), Date; (iii) the Company will subject to Employee’s taking all necessary steps to properly elect any continuing medical insurance coverage under COBRA, pay the Executive one hundred percent (100%) of Employee’s monthly COBRA premiums for a pro rata amount period 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) months following the Termination Date Separation Date; and (iv) make available to Employee the “Initial COBRA Coverage”), plus any additional period during which the Executive is not eligible to participate in a group medical plan of another employer other than benefits available under the Company’s group medical plan, Employee Assistance Program for up to six (6) months following the first anniversary a period of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or Separation Date. (b) solely performance-based vesting criteria (clauses (a) In addition, Employee will be deemed to have met all eligibility requirements for “Retirement” under the Avanos Medical, Inc. 2021 Long Term Incentive Plan, as amended and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedrestated. (c) Subject The benefits described in Sections 4(a) and 4(b) are collectively referred to Section 8 herein as the “Severance Benefits.” Except for the Severance Benefits, to the extent earned by Employee, no compensation or other amounts or benefits will be payable by the Company to Employee in connection with the termination of his employment by the Company. The Company’s provision of the Severance Benefits, to the extent earned by Employee, will discharge all obligations of the Company to Employee in connection with his employment by the Company and in connection with the claims released by Employee pursuant to the Release Agreement (as that term is defined below). (d) Whether or not Employee executes the Release Agreement, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder Employee will be paid the Accrued Benefits and 2025 MAAP Bonus. (e) This Agreement shall be interpreted and administered in a lump sum on manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the first regular payroll date requirements Section 409A of the Internal Revenue Code of 1986, as amended, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (the “Code”). Nevertheless, the tax treatment of the Accrued Benefits and the Severance Benefits, to the extent earned by Employee, is not warranted or guaranteed. Neither the Company following nor its directors, officers, employees or advisers (other than Employee) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the thirty-fifth (35th) calendar day following Employee as a result of the Termination Date (except in application of Section 409A of the event Code. Regardless of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of action the Company following takes with respect to any or all taxes, the sixtieth (60th) calendar day following ultimate liability for all taxes payable with respect to this Agreement shall remain Employee’s responsibility and may exceed the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with amount actually withheld by the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (ai) If In the event of a Termination Upon Change of Control, or if Company terminates Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination)for Cause or Executive resigns for Good Reason, (i) the Company will pay the Executive shall be entitled to receive an amount equal to twelve the sum of eight (12) 8) months of Executive’s Annual Base Salary and $25,000 (“Severance Payment”), which shall be paid according to the following schedule (subject to Section 4(d)(iv)): (a) a lump sum payment equal to one-half of the Severance Payment shall be paid to Executive on the first payroll date after the lapse of sixty (60) days after his or her base salaryTermination Date, at and (b) one-fourth of the rate in effect as balance of the Severance Payment shall be paid on each of the three-month, six-month, nine-month and 12 month anniversaries of the Termination Date (or the next business day thereafter for any payment date that falls on a weekend or holiday) (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Internal Revenue Code of 1986, as amended (the “Initial Salary PaymentCode”) plus an amount would otherwise apply to the Severance Payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing Severance Payment, in the event of Executive’s termination for any reason other than (i) Cause or (ii) Executive’s resignation without Good Reason, Executive shall be entitled to receive, within ten (10) days following his Termination Date, a lump sum payment equal to 100% of (a) any actual Annual Bonus amount earned with respect to a maximum previous year to the extent that all the conditions for payment of six such Annual Bonus have been satisfied (6excluding any requirement to be in employment with Company as of a given date which is after the Termination Date) months of his or her base salary for any period beginning that is unpaid as of the first anniversary Termination Date; and (b) the target Annual Bonus then in effect for Executive for the year in which his Termination Date occurs, such payment to be prorated to reflect the full number of months Executive remained in the employ of Company; provided, however, that if Section 409A of the Termination Date during which the Executive has not secured newCode would otherwise apply to such bonus payments, reasonably similar full-they instead shall be paid at such 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 as permitted by Section 409A of the Separation Agreement Code. To illustrate, if Executive’s target bonus at 100% equals $120,000 for the calendar year and Executive is terminated on October 15th, then the foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as such term is defined in Section 4 belowa full month worked), . (ii) if the termination occurs prior to the payment 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”), [RESERVED] (iii) Notwithstanding anything in this Agreement to the Company contrary, payments to be made upon a termination of employment under this Agreement will pay be made upon a “separation from service” within the Executive a pro rata amount meaning of Section 409A of the Executive’s annual cash incentive award target Code. Each payment under this Agreement shall be treated as a separate payment for the current year (pro-rated based on the percentage purposes of Section 409A of the year worked prior Code. To the maximum extent permissible payments under this Agreement shall be treated as exempt from Section 409A including without limitation, pursuant to the termination) (exception for short-term deferrals, and pursuant to the “Current Year Bonus Payment”)exception for payments related to involuntary separations from service, among any other exceptions currently in effect or hereinafter promulgated. (iv) the Company will pay the Executive an additional amount equal shall forfeit all rights to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I payment of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest severance benefits pursuant to this subsection Section 4(d) or otherwise unless he signs and delivers an effective and irrevocable general release and separation agreement, in form and substance reasonably acceptable to Company within sixty (b60) shall terminate with no consideration due to the days after Executive’s Termination Date. Notwithstanding anything to the contrary in the plan or award contained herein, no severance benefits will be due and payable until Executive executes and delivers such general release and separation agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that and it is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are not subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The accelerationrevocation, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedapplicable. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. If the Employee (i) enters into, does not revoke and complies with this Agreement and (ii) does not resign and is not terminated by the Company for Cause prior to the Anticipated Date of Termination (collectively the “Conditions”): (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will shall pay the Executive Employee an amount equal to twelve the sum of (12A) nine (9) months of his or her base salary, at the rate in effect as Employee’s Base Salary plus (B) a portion of the Termination Date (the “Initial Salary Payment”) plus an amount equal $202,400 to a maximum of six (6) months of his or her base salary for any period beginning as of the 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) if the termination occurs prior to the payment 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 be prorated based on the percentage number of days the year worked prior to the termination) (the “Current Year Bonus Payment”), (iv) Employee is employed by the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) in 2025 (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus PaymentSeverance Amount”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided Amount to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation substantially equal installments in accordance with the Company’s regular payroll practices, with the first payment being made practice over nine (9) months commencing on the first regular practicable payroll date following the later of the (i) Date of Termination and (ii) the Effective Date of this Agreement; (b) if, as of the Date of Termination, the Employee has not received his Prior Year Bonus (for calendar year 2024), then the Company following will pay the Employee the bonus amount that the Employee otherwise would have earned if he remained employed as of the date that is twelve of payment with the date of payment to be no later than March 15, 2025. The amount of the Prior Year Bonus will be based solely on the Company performance rating, which will be the same rating as the rating applied to Company’s Chief Executive Officer and his direct reports; and (12c) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall, for the period of nine (9) months following the Date of Termination Date. In no event will any Outplacement Assistance provided or the Employee’s COBRA health continuation period, whichever is shorter, pay the cost of the monthly employer contribution (either by direct payment to the Executive hereunder extend beyond group health plan provider or the December 31 COBRA provider or by reimbursing the Employee for such cost) that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the second year following the calendar year in which the Termination Date occursPublic Health Service Act), and any reimbursement by then the Company shall convert such payments to payroll payments directly to the Employee for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursTreasury Regulation Section 1.409A-2(b)(2).

Severance Benefits. (a) If you meet the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either caseSeverance Conditions, other than a Change of Control Termination), (i) then the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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 provide you 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 following severance benefits (as such term is defined in Section 4 below), (ii) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefitshereafter, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to ): (a) both time- A lump sum payment in the total amount of $382,200, less required deductions and performance-based vesting criteria or withholdings, which represents nine (9) months of your current base salary. (b) solely performance-based The Company will accelerate the vesting criteria (clauses of (a) 33% of the shares underlying the restricted stock unit (RSU) award granted to you on February 15, 2022 (which shares were originally scheduled to vest on March 31, 2025) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms 100% of the plan shares underlying the RSU award granted to you on October 6, 2022 (which shares were originally scheduled to vest as to half of the shares on each of October 31, 2023 and award agreement under which the Performance-Based Company Equity Award was issuedOctober 31, 2024, respectively). (c) Subject The Company will make monthly payments directly to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment Syros’ insurance carrier(s) to which cover the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date Company’s standard portion of the Company following premiums for your Medical, Dental and Vision insurance coverage during the thirtynine-fifth (35th) calendar day following month period beginning October 17, 2023. Thereafter, if you wish to continue your COBRA coverage, you will ▇▇▇▇ ▇. ▇▇▇▇▇, Ph.D. October 16, 2023 Page 2 be responsible for paying 100% of the Termination Date (except cost. Syros will provide you with information concerning COBRA under separate cover. The Company’s payment of a portion of the COBRA premiums referenced in this paragraph is subject to your timely enrollment in COBRA continuation coverage. You acknowledge and agree that the event of any group termination Severance Benefits are being provided to which a forty-five (45)-day you in exchange for your release of claims consideration and other promises in this Agreement, including your meeting the Severance Conditions. You acknowledge and agree that the Severance Benefits are not otherwise due or owing to you under any Company employment agreement (oral or written) or Company policy or practice. You also agree that the Severance Benefits to be provided to you are not intended to and do not constitute a severance plan and do not confer a benefit on anyone other than the parties to this Agreement. You further acknowledge that except for the Severance Benefits, and the amounts set forth in Section 1 (which shall be paid to you as set forth above), you are not now and shall not in the future be entitled to any other compensation from the Company including, without limitation, other wages, commissions, bonuses, PTO, vacation pay, holiday pay, or any other form of compensation or benefit, except your vested stock options, if any (for the 90-day period is required under applicable lawof time during which you may exercise them), all amounts, if any, in your Employee Stock Purchase Plan account, your unreimbursed business expenses which case such lump-sum payment will be made on the first regular payroll date of you submit to the Company following before the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation Separation Date in accordance with the Company’s regular payroll practicesSyros’ expense reimbursement policies, with the first payment being made on the first regular payroll date of the or as otherwise provided in any Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursbenefits plan.

Severance Benefits. In addition to such compensation and other benefits payable to or provided for the Employee, as authorized by the Board from time to time and earned by the Employee as of the date of resignation, termination, death or disability, the Employee shall be entitled to receive and the Company shall pay or provide to the Employee the following severance benefits in the event that the Company discharges the Employee without cause or the Employee resigns for cause, to-wit: (a) If The Company shall pay to the Executive’s Employee a lump sum cash payment payable on the date of termination of employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum of six (6) months of his or her annual base salary for any period beginning as of the 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 which would have been payable to the Employee from the date of 1974, as amended, termination to the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary expiration date of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance term of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has this Agreement; but not secured new, reasonably similar full-time employment following the Termination Dateless than $50,000. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested All stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive Employee, all contributions made by the Company for the account of the Employee to any pension, thrift or any other benefit plan and all other benefits or bonuses which contain vesting or exercisability provisions conditioned upon or subject to (a) both time- the continued employment of the Employee shall become fully vested and performance-based vesting criteria exercisable; provided, however, that if any such amount, benefit or (b) solely performance-based vesting criteria (clauses (a) and (b)payment cannot become fully vested pursuant to such plan or arrangement on account of limitations imposed by law, collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) Employee shall be determined entitled to receive from Company an amount in accordance with cash payable on the terms date of termination equal to the total amount of benefit or payment which Employee will have to forfeit pursuant to such plan and award agreement under which the Performance-Based Company Equity Award was issuedor arrangement on account of such termination of employment. (c) Subject The Company shall, to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under extent permitted by applicable law, in which case such lump-sum payment will be made on promptly reimburse the first regular payroll date Employee for all premiums the Employee pays for continuation of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with Employee's health coverage under the Company’s regular payroll practices's medical plan pursuant to the (d) The Employee shall not be required to mitigate the amount of any payment provided for in this Section 10 by seeking other employment or otherwise, with nor shall the first amount of any payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will or benefit as provided for be reduced by any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement compensation earned by the Company Employee as the result of Outplacement Assistance expenses paid employment by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursanother employer or by retirement benefits or otherwise.

Severance Benefits. (a) If Subject to the Executive’s employment terminates condition of execution of a Severance Agreement described in Section IV below, the Severance Benefits provided to eligible Participants who are terminated by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay without Cause shall consist of, for the Executive an amount equal to twelve (12) months period of his or her base salary, time and as otherwise set forth on Schedule A: 1. salary continuation at the Participant's base rate of pay (as in effect as immediately prior to termination, exclusive of the Termination Date any bonuses, commissions, overtime pay, or other extra forms of compensation and less applicable taxes and withholdings) (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 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”"Severance Pay"), ; provided that the Executive seeks to obtain such new employment and keep timing (although not the Company informed thereof, consistent with the terms of the Separation Agreement (as such term is defined in Section 4 below), (iiaggregate amount) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) salary continuation payments shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted adjusted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) extent necessary so that all payments shall be determined in accordance with completed no later than the terms fifteenth (15th) day of the plan and award agreement under which the Performance-Based Company Equity Award was issued. third (c3rd) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date month of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurstermination of employment occurred; and provided further that, and any reimbursement by if the Company determines it necessary in order to ensure compliance with Section 409A, the Severance Pay may be paid in a lump sum; and 2. contributions to the cost of Outplacement Assistance expenses paid by COBRA (Consolidated Omnibus Budget Reconciliation Act) coverage on the Executive same basis as the Company's contribution to Company-provided health and dental insurance coverage immediately before the Participant's termination, except that if the employee secures new employment, the Company's continued contributions toward health and dental coverage shall end when the new employment begins. Participants will be paid no later than December 31 provided additional information regarding COBRA continuation costs and coverage following termination. The Severance Benefits shall commence within seven (7) business days of the third year date on which by its terms the Severance Agreement becomes a binding agreement between the Company and the Participant. However, notwithstanding any provision of this Plan to the contrary, if, at the time a Participant's employment is terminated, the Participant is a "specified employee" within the meaning of Section 409A(a)(2)(B)(ii) of the Code and the regulations thereunder and the Plan, then any payments under this Plan to the Participant that constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code shall be delayed by a period of six (6) months and (i) all payments that would have been made to the Participant during such six (6) month period shall be made in a lump sum in the seventh (7th) month following the calendar year date of termination and (ii) all remaining payments shall commence in which the Termination Date occursseventh (7th) month following the date of termination.

Severance Benefits. (aSubject to Section 6(e) If hereof, if, during the Term of Employment, the Company terminates the Executive’s employment terminates by reason other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) subject to Section 15 hereof, within thirty (30) days after the Date of an Involuntary Termination or Constructive Termination (other than in either the case of Section 6(a)(i)(5) and (6) below), the Company shall pay to the Executive a cash lump sum equal to the sum of: (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid; (2) any bonus earned during the prior calendar year but not yet paid to Executive; (3) any accrued but unused vacation in accordance with the Company’s policies; (4) any incurred but unreimbursed business expenses in accordance with Company policy; (5) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon, in each case, subject to the terms and conditions of the deferral plan or agreement); and (6) any Retention Bonus (or portion thereof) due pursuant to Section 4(d) hereof and paid at such time as provided in such section (the amounts and benefits described in (1)-(6) above shall be hereinafter referred to as the “Accrued Obligations”). In addition, subject to Section 15 hereof, the Company shall pay the Executive within thirty (30) days of the Date of Termination, the product of (x) the full target annual bonus with respect to the calendar year in which the Date of Termination occurs (the “Relevant Calendar Year”) and (y) a fraction, the numerator of which is the number of days in the Relevant Calendar Year that have elapsed as of the Date of Termination and the denominator of which is 365 (the “Pro Rata Bonus”); (ii) subject to Section 15 hereof, within thirty (30) days after the Date of Termination, the Company shall pay to the Executive a cash lump sum equal to his Annual Base Salary then in effect (disregarding any reductions thereof that formed the basis of the Executive’s termination for Good Reason); provided that, if the Executive’s termination is In Contemplation (as defined below) of, or within two (2) years after, a Change of Control, then the Executive shall be entitled to payment in the amount of two (2) times his Annual Base Salary then in effect. For purposes of this Agreement, a termination of employment “In Contemplation” of a Change in Control shall mean a termination of employment by the Company other than for Cause or Disability or by the Executive for Good Reason within the period ending on a Change of Control Termination), and commencing ninety (i90) days prior to (1) the Company will pay the Executive execution of an amount equal to twelve (12) months agreement, which if consummated would result in a Change of his Control; provided that a Change of Control, whether as a result of that agree- ment or her base salaryotherwise, at the rate in effect as of the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum of occurs within six (6) months of his the execution of such agreement or her base salary for any period beginning (2) the commencement of a tender offer or its equivalent and a Change of Control occurs within six (6) months thereafter, whether as a result of the first anniversary tender offer or otherwise; (iii) subject to Section 15 hereof, within thirty (30) days after the Date 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) if the termination occurs prior to the payment of an annual cash incentive award from the prior completed yearTermination, the Company will shall 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 lump sum equal to the Executive’s full target annual cash incentive award target bonus for the current year of termination; provided that, if the Executive’s termination is In Contemplation of, or within two (the “Additional Bonus Payment”2) (collectivelyyears after, a Change of Control, the Prior Year Bonus Payment, if anyExecutive shall be entitled to payment in the amount of two (2) times his target annual bonus for the year of termination; (iv) subject to Section 15 hereof, the Current Year Bonus PaymentCompany shall pay to the Executive when amounts are otherwise due, an amount equal to each of the Executive’s long-term incentive plan awards made pursuant to Section 4(c) hereof based on the extent of actual achievement of the goals at the end of the relevant performance period, multiplied by a fraction, the numerator of which is the number of days the Executive was employed between, and including, the Additional Bonus Payment are referred to as date of such award and the “Aggregate Bonus Payment”), Date of Termination and the denominator of which is 1095; (v) provided that the Executive timely elects continued medical coverage pursuant subject to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amendedSection 15 hereof, the Company will permit shall continue to provide the Executive with the Benefits provided to continue the Executive immediately prior to participate in its group medical plan the Date of Termination for a period of twelve (12) months following the Date of 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following in the Termination Dateevent of a termination In Contemplation of, all Timeor within two (2) years after, a Change of Control); provided that, to the extent that the Company is unable to continue such Benefits because of underwriting on the plan term or if such continuation would violate Code Section 105(h), the Company shall provide the Executive with economically equivalent benefits determined on an after-Based Company Equity Awards tax basis (to the extent such benefit was non-taxable) to the Executive; provided, further, that remain outstanding following Benefits otherwise receivable by the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest Executive pursuant to this subsection (b) section shall terminate with no consideration due be reduced to the Executive. Notwithstanding anything to extent benefits of the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held same type are received by the Executive as during the Executive’s period of extended coverage; and (vi) to the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made extent not theretofore paid or a Definitive Agreement is entered into during such twenty-four (24) month periodprovided, the later of (i) the expiration of such twenty-four (24) month period Company shall timely pay or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described aboveprovide, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”)15 hereof, vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject any other amounts or benefits required to (a) both time- and performance-based vesting criteria be paid or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to provided or which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date eligible to receive under any plan, program, policy or practice or contract or agreement of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of Company, as well as any group termination to which a forty-five (45)-day release of claims consideration period is required other amounts or rights that become due under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination DateSections 4(k), 4(l), 13, 14 and any Additional Salary Payment 15 of this Agreement, (such other amounts and benefits shall be hereinafter referred to which as the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs“Other Benefits”).

Severance Benefits. (a) If Notwithstanding the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (orforegoing, in the event that Eleven Bio terminates your employment without “Cause” or you resign with “Good Reason” (each term as defined below and in either case a Public Announcement is made “Qualifying Termination”), you will be eligible for the benefits outlined in sub-paragraphs A or a Definitive Agreement is entered into during such twenty-four B (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”), subject to the terms set forth in this letter agreement: A. If a Qualifying Termination occurs: (i) Eleven Bio will pay you severance in the form of continuation of your base salary for a total of twelve (12) months, such amount to be paid in accordance with the Company’s then current payroll practices, except as otherwise specified in this letter, beginning on the Company’s first regular payroll date that occurs after the Payment Date (as defined below) and (ii) subject to the terms and conditions provided for in COBRA, and subject to your timely election of COBRA and copayment of premium amounts at the active employee’s rate, the Company shall pay its then current share of premium payments for group health and dental insurance after the termination date through (1) your severance period as outlined above, or (2) the date you become employed with benefits substantially comparable to the benefits provided under the corresponding Company plan, or (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 earlier of the dates specified in sections 8.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 same severance payments and COBRA premium assistance as set forth in sections 8.A.i-A.ii above, subject to the same terms, conditions, and 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. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PHONE: ▇▇▇-▇▇▇-▇▇▇▇ For the sake of clarity, it shall not be a “Qualifying Termination” if your employment terminates because of your death or due to your suffering a Disability (as defined below). C. The Severance Benefits will be subject to the following terms: i. Solely for purposes of Section 409A of the Code, each salary continuation payment is considered a separate payment. ii. Any severance or other benefits under this offer letter will begin only upon the date of your “separation from service” (as defined under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)) which occurs on or after the date of termination of the employment. To the extent that the termination of your employment does not constitute a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by you to the Company, or any Timeof its parents, subsidiaries or affiliates, at the time your employment terminates), any severance benefits payable that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on your part, but shall only act as a delay until such time as a “separation from service” occurs. Further, if you are a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date your separation from service becomes effective, any severance benefits payable hereunder that constitute non-Based qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (i) the business day following the six-month anniversary of the date your separation from service becomes effective, and (ii) the date of your death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date your separation from service becomes effective, and (B) your death, the Company Equity Awards are shall pay you in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid you prior to that date as described above. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to you or any other person if any provision of this Agreement is determined to constitute deferred compensation subject to Section 409A of the Code Code, but do not satisfy an exemption from, or the conditions of, Section 409A of the Code. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PHONE: ▇▇▇-▇▇▇-▇▇▇▇ iii. Eleven Bio’s obligations to make the above payments and provide the above benefits will be contingent upon your execution of and compliance with a release of claims (the “Section 409ARelease”), vesting will which Release must be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of signed and any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted applicable revocation period with respect thereto must have expired by the Company to the Executive subject to sixtieth (a60th ) both time- day following your termination of employment. The severance payments and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) benefits shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum or commence on the first regular payroll date of the Company period following the thirty-fifth date the waiver and release becomes effective (35th) calendar the “Payment Date”). Notwithstanding the foregoing, if the 60th day following the Termination Date (except date of termination occurs in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the termination, then the Payment Date shall be no earlier than January 1 of such subsequent calendar year year. In addition, you must comply with all post-employment obligations, including those in which the Termination Date occursEmployee Non-Competition, Non- Solicitation, Confidentiality and Assignment Agreement that you shall sign as a condition of employment. iv. The Company’s obligations to pay or provide the Severance Benefits will be contingent upon your having tendered your resignation from the Board (and any reimbursement by other boards on which you serve at the request of the Company), effective as of the date of termination. v. You agree to give prompt written notice of any reemployment during the Severance Period that results in eligibility for comparable medical and dental benefits. If the Company makes any overpayment of Outplacement Assistance expenses paid by COBRA Benefits, you agree to promptly return any such overpayment to the Executive will be paid no later than December 31 Company. The foregoing shall not create any obligation on your part to seek reemployment after the date of the third year following the calendar year in which the Termination Date occurstermination of your employment.

Severance Benefits. (a) If In the Executive’s employment terminates by reason event of, during the Initial Term of an Involuntary Termination this Agreement, Employee's involuntary termination without Cause or Constructive Termination (in either caseEmployee's resignation for Good Reason, other than a Change of Control Termination), Employee shall be eligible to receive the following Severance Benefits: (i) the Company Employee will pay the Executive an amount equal to twelve be paid (121) months of his or her base salary, at the rate in effect as of salary for one (1) year after the Termination Date (the “Initial Salary Payment”"Severance Period") plus an amount equal to a maximum of six (62) months of his or her base salary for any period beginning as of the 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) if the termination occurs prior to the payment of an Employee's 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 1974bonus, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, effect immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, calculated at the Executive will vest 100% achievement level. Such amount shall be paid either in (i) periodic installments during the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest Severance Period in accordance with the immediately preceding sentence of this Section l(bCompany's normal payroll and bonus disbursement practices or, at Company's election, in a lump sum. (ii) During the Severance Period, the Company shall remain outstanding following the Termination Date (but shall not continue to vest make available to the Employee and Employee's spouse and dependents all group medical, dental or other health plans, any disability or life insurance plans and other similar insurance plans in accordance with which Employee or Employee's spouse or dependents participate on the date of the Employee's termination on the same basis as before such termination, including any Company subsidy for the cost of the benefit. If the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following a benefit plan do not permit Employee or his dependents to continue coverage after the Termination Date, the Company enters into a Definitive Agreement; it being understood that if will reimburse Employee for the reasonable cost of similar coverage. The Employee's 18-month Cobra health care continuation period will begin at the end of the Severance Period. (iii) The vesting of any SPECTRIAN option assumed by the Company does not so enter into such an agreement during such period, on in the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date Merger shall fully and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date immediately accelerate. The vesting of any Time-Based Equity Award that is a stock option, which shall continue other option to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as purchase shares of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months Company's stock granted to Employee any time after the Termination Date (orMerger will accelerate, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated but only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms portion of the plan and award agreement under which option would have vested during the Performance-Based Company Equity Award was issued. one (c1) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day year following the Termination Date assuming Employee had remained in employment through that date. Employee will have ninety (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th90) calendar day days following the Termination Date), and any Additional Salary Payment Date to which exercise such options. The Employee's 18 month COBRA health care continuation period will begin at the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date end of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursSeverance Period.

Severance Benefits. (a) If In the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as event of the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum termination of six (6) months of his or her base salary Employee’s employment, for any period beginning as of the first anniversary of the Termination Date during which the Executive has not secured newreason, reasonably similar full-time employment (the “Additional Salary Payment” and together with the Initial Salary Payment, the “Salary Payment”), provided that the Executive seeks Employee shall be entitled 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination DateAccrued Obligations. (b) If as of immediately prior to In the time of the Involuntary Termination event that Employer terminates Employee’s employment without Cause or Constructive TerminationEmployee resigns with Good Reason, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”Sections 10(e)-(i) thenand Section 14, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award Employee shall be entitled to severance pay equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following months’ salary at the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, rate of salary in effect on the date that is twenty-four (24) months following the Termination Datehis employment with Employer terminates, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described aboveInitial Grant, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The accelerationtheretofore fully vested, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- shall become fully vested and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined immediately exercisable in accordance with its terms and (iii) in the terms event the Employee is not theretofore fully vested in the restricted shares provided under Section 4(a) as a signing bonus, the Employee shall be entitled to be appointed as an advisor of the plan Employer and award agreement under which the Performance-Based Company Equity Award was issuedshall be permitted to continue serving in that capacity until all such restricted shares have vested in full. (c) Subject to Section 8 below14, any Initial Salary Payment and Aggregate Bonus Payment severance pay to which the Executive is entitled hereunder will be paid pursuant to Section 10(b) shall be paid in a lump sum 24 equal monthly installments commencing on the first regular payroll date of the Company following the thirty-fifth (35th) calendar business day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company coincident with or next following the sixtieth (60th) calendar day date following Employee’s termination of employment. (d) In the Termination Dateevent of Employee’s death within 24 months of termination for any reason, all remaining eligible benefits under this section shall be paid to Employee’s designated beneficiary as noted in Section 5(b) of this Agreement. (e) Any severance pay to be paid pursuant to Section 10(b) is subject to and conditioned upon Employee signing and delivering (and not revoking) to Employer a general release and waiver (in a form reasonably acceptable to Employer), waiving all claims the Employee may have against Employer, its parents, subsidiaries, successors, assigns, affiliates, and their respective executives, officers and directors relating to Employee’s employment with Employer. (f) The payment of the severance pay under Section 10(b) is conditioned upon the Employee’s compliance with the non-solicitation and nondisclosure requirements set forth in Sections 11 and 12 hereof. (g) Notwithstanding any other provision of this Agreement to the contrary, if payments under this Agreement, together with any other payments received or to be received by Employee in connection with a “change in control” (for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)) would cause any amount to be nondeductible for federal income tax purposes pursuant to Section 280G of the Code, then benefits under this Agreement shall be reduced (but not less than zero) to the extent necessary so as to maximize payments to Employee without causing any amount to become nondeductible. Employee shall determine the allocation of such reduction among payments to Employee. (h) Notwithstanding any other provision of this Agreement to the contrary, any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form regulations promulgated thereunder, including 12 C.F.R. Part 359. (i) For purposes of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.this Agreement:

Severance Benefits. ▇. ▇▇▇▇▇▇▇▇▇ Pay. Provided EMPLOYEE does not revoke his release pursuant to Section 13 of this Agreement, EMPLOYER shall pay EMPLOYEE severance (a“Severance Pay”) in the total amount of $444,424.00, payable in eight (8) quarterly installments of $55,553.00 each, with the first installment due and payable on April 15, 2012, the second installment due and payable on June 30, 2012, and subsequent installments, due and payable on the last day of each consecutive calendar quarter thereafter until the Severance Pay has been paid in full. If the Executive’s employment terminates day on which any installment of Severance Pay is payable falls on a weekend, holiday or other day on which such payment cannot be made, such installment shall be due and payable on the immediately preceding business day on which such payment can be made. Unless otherwise directed in writing by reason EMPLOYEE, all payments of an Involuntary Termination Severance Pay shall be made by EMPLOYER to EMPLOYEE by direct deposit to such bank account of EMPLOYEE as EMPLOYEE specifies by written notice to that effect to EMPLOYER. The Severance Pay shall be payable to EMPLOYEE without deduction for any federal or Constructive Termination (in either casestate withholdings or taxes, other than a Change all of Control Termination)which shall be the responsibility of EMPLOYEE. If EMPLOYER fails to pay any installment of Severance Pay when due, then: (i) such unpaid installment of Severance Pay shall bear interest from the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, date such installment was due until paid at the rate in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen percent (18%) months following the Termination Date (the “Extended Vesting Date”) per annum; and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date EMPLOYEE may give EMPLOYER written notice of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”delinquent payment, and if EMPLOYER fails to cure such delinquency in payment by paying all delinquent installment(s) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (orof Severance Pay, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately ifplus all accrued interest thereon, within the twenty-four ten (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (3010) days following the date on which the Company announces that EMPLOYEE gives EMPLOYER such Definitive Agreement has been terminated or that the Company’s efforts notice of delinquency, then all unpaid installments of Severance Pay and all accrued interest thereon automatically shall become immediately due and payable in full by EMPLOYER to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedEMPLOYEE. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to [twelve (12) )] months of his or her base salary, at the rate in effect as of the Termination Date ([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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for [twelve (12) )] months following the Termination Date (the “Initial COBRA Coverage”)Date[, plus any additional period during which the Executive is not eligible to participate in a group medical plan of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date], 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is [eighteen (18) )] months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b1(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall eligible to vest immediately ifin accordance with Section 2(b) below, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into with any such an agreement during such period, vesting to become effective on the date that is twenty-four (24) months following of the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date Change of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock optionControl. Any Time-Based Company Equity Awards that do not vest pursuant to the first sentence of this subsection (bSection 1(b) or pursuant to Section 2(b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b1(b)) ), including any outstanding vested stock options held by the Executive that are granted in connection with the Planned Separation in substitution for or replacement of vested stock options originally granted by the Company, may be exercised by the Executive until the date that is the earlier of (1) [twenty-four (24) )] months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such [twenty-four (24) )] month period, the later of (i) the expiration of such [twenty-four (24) )] month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued.Based (c) Subject to Section 8 below, any Initial [Initial] Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth thirtieth (35th30th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date)[, and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date]. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve eighteen (1218) months of his or her base salary, at the rate in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year year, multiplied by 1.5 (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve a period of up to eighteen (1218) months following the Termination Date (the “Initial COBRA Coverage”)Date, plus any additional period during which subject to earlier termination if the Executive is not becomes eligible to participate in a group medical plan of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b1(b) shall remain outstanding following the Termination Date until the expiration of the COC Equity Acceleration Period, as defined in Section 2(d)(ii) below (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall eligible to vest immediately ifonly in accordance with Section 2(b) below, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into with any such an agreement during such period, vesting to become effective on the date that is twenty-four (24) months following of the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date Change of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock optionControl. Any Time-Based Company Equity Awards that do not vest pursuant to the first sentence of this subsection (bSection 1(b) or pursuant to Section 2(b) shall terminate with no consideration due to the ExecutiveExecutive (it being understood that if the Company does not make a Public Announcement (as defined below) or enter into a Definitive Agreement (as defined below) during the COC Equity Acceleration Period, or if the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned, all Time-Based Company Equity Awards that do not vest in accordance with the first sentence of this Section 1(b) but that remain outstanding and are eligible to vest in accordance with Section 2(b) will automatically terminate on the later of (A) the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned (if the Company makes a Public Announcement or enters into a Definitive Agreement during the COC Equity Acceleration Period) and (B) the expiration of the COC Equity Acceleration Period. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b1(b)), including any outstanding vested stock options held by the Executive that were granted in connection with the separation of Cyclerion Therapeutics, Inc. (“Cyclerion”) in substitution for or replacement of vested stock options originally granted by the Company, may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. Upon termination of this Agreement and Executive’s employment hereunder, Executive will receive payment for all salary and vacation accrued but unpaid as of the date of termination, and the benefits will be continued under the terms of such plans and policies in accordance with applicable law. Notwithstanding, Executive shall be entitled to receive severance benefits described below: (a) Termination by ArcSoft for Cause If the this Agreement and Executive’s employment terminates hereunder is terminated by reason ArcSoft before the expiration of an Involuntary Termination the Term for Cause pursuant to Sections 8(c) and (g), Executive shall not entitled to any additional payments or Constructive Termination (in either casebenefits hereunder, other than a Change of Control Termination)than, including but not limited to: (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect Executive’s then Base Salary paid as of the Termination Date date of termination; and (the “Initial Salary Payment”ii) plus an amount equal to a maximum of six (6) months of his or her base salary for any period beginning Any then vested Stock Option and other options as of the first anniversary date 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) if the termination occurs prior to the payment 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”), termination; and (iii) the Company will pay the Executive a pro rata amount Vacation accrued but unpaid as of the Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage date of the year worked prior to the termination) (the “Current Year Bonus Payment”), ; and (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), Continuance of group insurance program in accordance with COBRA; 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 Executive to continue to participate Any unreimbursed business expenses or dues described in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Datethis Agreement. (b) Termination by ArcSoft without Cause; Termination by Executive with Good Reason If as of immediately prior to this Agreement and Executive’s employment hereunder is terminated by ArcSoft before the time expiration of the Involuntary Term without Cause pursuant to Section 8 (d), or any reason other than with Cause, or by Executive for Good Reason as defined in Section 8 (e), within 5 business days after the end of Notice of Termination or Constructive Terminationperiod, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in shall receive: (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and Any vacation accrued but unpaid; (ii) an additional portion The earned but unpaid Bonus for the preceding fiscal year before the date of termination, and Bonus for the current fiscal year; (iii) A single lump sum severance payment equal to 4 full years of Executive’s then Base Salary; (iv) Any forfeiture provision of any Restricted Stock (if any) shall lapse and such Restricted Stock shall become fully vested; (v) Acceleration of the Time-Based Company Equity Award equal vesting and exercisability of all unvested or unexercisable Stock Options, including any option Executive has under this Agreement and the Original Agreement, and any options granted to him thereafter, that shall become fully vested and immediately exercisable for 24 months from the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after termination; (vi) Continuance coverage and premium payment by ArcSoft under ArcSoft’s group insurance programs for Executive and his family members for the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier greater term of (1A) twenty-four (24) 24 months after the Termination Date date of termination, (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (iB) the expiration of such twenty-four (24) month period or (ii) the first to occur remainder of the date that is three (3) months following the Change Term of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued.this Agreement; (cvii) Subject Any unreimbursed business expenses or dues described in this Agreement; (viii) Financial aids to Section 8 below, any Initial Salary Payment subsidize the exercise of all options Executive has under this Agreement and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date)Original Agreement, and any Additional Salary Payment options granted to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurshim thereafter.

Severance Benefits. First Busey will pay severance benefits to Employee as follows: (ai) If the Executivethis Agreement and Employee’s employment terminates hereunder are terminated by First Busey without Cause pursuant to Section 4(a), or by reason of an Involuntary Termination or Employee’s Constructive Termination (in either case, other than a Change of Control TerminationDischarge pursuant to Section 4(c), (ior due to Employee’s disability or death pursuant to Section 4(e) the Company or 4(f), First Busey will pay the Executive Employee an amount equal to twelve (12) months the sum of his or her then applicable annual base salary, at plus the rate in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 most recent performance bonus that First Busey awarded to the termination) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal Employee pursuant to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”Section 3(b) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Severance Payment”). If the effective date of termination occurs before the last day of the then current term, the Severance Payment will also include the value of the contributions that would have been made to Employee or for his benefit under all applicable retirement and other employee benefit plans had he remained in First Busey’s employ through the last day of the then current term. First Busey will also continue to provide Employee and his dependents, at the expense of First Busey, with continuing coverage under all existing life, health and disability programs for a period of one (1) year following the effective date of termination. In addition, if Employee is terminated without Cause pursuant to Section 4(a), or by reason of Employee’s Constructive Discharge pursuant to Section 4(c), or due to Employee’ s disability or death pursuant to Section 4(e) or 4(f), within the eighteen (18) month period immediately preceding a Change of Control, then upon the Change of Control, First Busey or its successor will pay Employee the difference between the amount paid pursuant to this Section 4(g)(i) and the amount which would have been paid pursuant to Section 4(g)(ii) had Employee’s employment not earlier terminated. (ii) If within one (1) year after a Change of Control occurs this Agreement and Employee’s employment hereunder are terminated by Employee pursuant to Section 4(a), (vc) provided that the Executive timely elects continued medical coverage or (d), or this Agreement and Employee’s employment hereunder are terminated by First Busey or its successor pursuant to Part 6 Section 4(a) or (b) either within the eighteen (18) month period immediately preceding a Change of Subtitle B Control or at any time after a Change of Title I Control occurs, then First Busey or its successor will pay Employee an amount equal to the greater of Seven Hundred Fifty Thousand Dollars ($750, 000) or three (3) times the Severance Payment. In this event, First Busey or its successor will also continue to provide Employee and his dependents, at the expense of First Busey or its successor, with continuing coverage under all existing life, health and disability programs for a period of three (3) years following the effective date of termination. (iii) All payments that become due to Employee under this Section 4(g) will be made in equal monthly installments unless First Busey elects to make those payments in one (1) lump sum. First Busey will be obligated to make all payments that become due to Employee under this Section 4(g) whether or not he obtains other employment following termination or takes steps to mitigate any damages that he claims to have sustained as a result of termination. The payments and other benefits provided for in this Section 4(g) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or his account as of the effective date of termination. (iv) If it is determined, in the opinion of First Busey’s independent accountants, in consultation, if necessary, with First Busey’s independent legal counsel, that any payment under this Agreement, either separately or in conjunction with any other payments, benefits and entitlements received by Employee Retirement Income Security Act hereunder or under any other plan or agreement under which Employee participates or to which he is a party, would constitute an “Excess Parachute Payment” within the meaning of 1974Section 280G of the Internal Revenue Code of 1986, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) months following the Termination Date amended (the “Initial COBRA Coverage”), plus any additional period during which the Executive is not eligible to participate in a group medical plan of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA CoverageCode”), and (vi) thereby be subject to the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in excise tax imposed by Section 4999 of the pharmaceutical industry, as determined by the Compensation Committee in its discretion Code (the “Outplacement AssistanceExcise Tax”), collectively then in such event First Busey, or its successor, as applicable, shall pay to Employee a “grossing-up” amount equal to the amount of such Excise Tax, plus all federal and state income or other taxes with respect to the Salary Paymentpayment of the amount of such Excise Tax, including all such taxes with respect to any such grossing-up amount. If, at a later date, the Aggregate Bonus PaymentInternal Revenue Service assesses a deficiency against Employee for the Excise Tax which is greater than that which was determined at the time such amounts were paid, then First Busey shall pay to Employee the amount of such unreimbursed Excise Tax plus any interest, penalties and the COBRA Coveragereasonable professional fees or expenses incurred by Employee as a result of such assessment, the “Cash Severance Benefits”)including all such taxes with respect to any such additional amount. For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided The highest marginal tax rate applicable to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to individuals at the time of the Involuntary Termination or Constructive Termination, as applicable, payment of such amounts will be used for purposes of determining the Executive has federal and state income and other taxes with respect thereto. First Busey shall withhold from any outstanding unvested stock options, restricted stock, restricted stock units amounts paid under this Agreement the amount of any Excise Tax or other equity awards granted federal, state or local taxes then required to be withheld. Computations of the amount of any grossing-up supplemental compensation paid under this subparagraph shall be conclusively made by First Busey’s independent accountants, in consultation, if necessary, with the Company and that are subject Employer’s independent legal counsel. If, after Employee receives any gross-up payments or other amount pursuant to vesting solely based on time this subparagraph (“Time-Based Company Equity Awards”) theniv), immediately prior to the Termination Date, Employee receives any refund with respect to each Time-Based Company Equity Awardthe Excise Tax, Employee shall promptly pay First Busey the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date amount of such Time-Based Company Equity Award after the Extended Vesting Date refund within ten (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (3010) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated receipt by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedEmployee. (cv) Subject First Busey may elect to defer any payments that may become due to Employee under this Section 8 below4(g) if, at the time the payments become due, First Busey is not in compliance with any Initial Salary Payment and Aggregate Bonus Payment regulatory-mandated minimum capital requirements or if making the payments would cause First Busey’s capital to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case fall below such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Dateminimum capital requirements. In no event this event, First Busey will any Outplacement Assistance provided to resume making the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurspayments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. The Executive’s employment by the Company may be terminated at any time by the Company: (ai) If with Cause, or (ii) without Cause, or (iii) in the event of the Executive’s death, or (iv) in the event that the Board of Directors of the Company (the “Board”) determines in good faith that the Executive has a Disability. If, during the period commencing on the Effective Date and ending on the third year anniversary of the Effective Date (the “Term”), Executive’s employment by the Company is terminated for any reason by the Company or by the Executive (in any case, the date that the Executive’s employment by the Company terminates by reason is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations; (b) If Executive’s employment with the Company terminates as a result of an Involuntary Termination or Constructive Termination Termination, the Executive shall be entitled to the following benefits (in either case, other than a Change of Control Termination), the “Severance Benefits): (i) the The Company will shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to the sum of: (A) one times his base salary at the annual rate in effect on the Severance Date, (B) any unpaid annual incentive payments (based on performance criteria) that have been earned but deferred based on mutual agreement between Executive and the Company (or its Compensation Committee), and (C) one times Executive’s annual target Incentive Payment at the rate in effect on the Severance Date; (ii) Notwithstanding anything to the contrary contained in the applicable Equity Award agreement, the vesting of all Executive’s Equity Awards shall be accelerated by one year (with any performance-based Equity Awards vesting at a minimum of the target achievement level), with each applicable stock option remaining exercisable for three months following the date on which Executive’s Continuous Service (as defined in the Company’s 2005 Equity Incentive Plan) terminates (but in no event after the stated expiration date of the applicable stock option); and (iii) The Company shall pay Executive a lump sum cash amount equal to twelve (12) months multiplied by the full monthly cost of maintaining health, dental and vision benefits for Executive (and his or her base salary, at the rate in effect eligible dependents) as of the Termination Severance Date (under the “Initial Salary Payment”) plus an amount equal to a maximum of six (6) months of his or her base salary Company’s group health plan for any period beginning as purposes of the first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment Consolidated Omnibus Budget Reconciliation Act (the “Additional Salary Payment” and together with the Initial Salary Payment, the “Salary PaymentCOBRA”), provided that . (c) The foregoing provisions of this Section 2 shall not affect: (i) the Executive seeks to obtain such new employment and keep the Company informed thereof, Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any). Except as provided in Section 2(b)(ii) above, the effect of any termination of Executive’s employment on Executive’s rights under any Equity Award shall be determined by the applicable plan document(s) and/or agreement(s) entered into in connection with any such Equity Award. (d) Subject to the provisions of Section 7 of this Agreement, any Severance Benefits to which Executive is entitled under this Agreement will be paid on (or within ten (10) days following) the sixtieth (60th) day following Executive’s Separation Agreement from Service (the “Severance Pay Date”). (e) Notwithstanding anything to the contrary contained in this Agreement, the Severance Benefits shall only be payable if the Severance Date occurs during the Term and at a time during which (i) the Company is not party to an agreement, the consummation of the transactions contemplated thereby which would result in the occurrence of a “Change in Control” (as such term is defined in Section 4 below), (ii) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”KERA), and (viii) the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers a Change 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she Control has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, occurred within the preceding twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedmonths. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. Upon the date (ano later than December 31, 2012) If that the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (Release becomes effective and irrevocable in either caseits entirety, other than a Change of Control Termination), (i) the Company will shall pay Employee the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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 Severance Payment (as such term is defined in Section 4 below3(a), (ii) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred Employee shall be entitled to as receive the “Aggregate Bonus Payment”), (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 Executive to continue to participate benefits set forth in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”Section 3(b) and (iic) an additional portion of (such benefits and the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance BenefitsPayment, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to ): (a) both time- and performance-based vesting criteria The Company shall pay the Employee One Hundred Twenty Five Thousand Dollars ($125,000.00), minus all required tax withholdings or other required deductions (the “Severance Payment”). The Severance Payment shall not be considered “compensation” for purposes of determining any benefits provided under any pension, savings, or other benefit plan maintained by the Company. (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based The Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and enter into a restricted stock award agreement under which in a form substantially similar to Exhibit B attached to this Agreement (the Performance-Based Company Equity “Restricted Stock Award was issuedAgreement”). (c) Subject The Company shall reimburse the Employee, on a monthly basis, in arrears, for the premium cost of COBRA continuation coverage under the Company’s group medical insurance plan (only to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date extent of the employer portion of the premium cost for similarly situated active employees in the Company’s group medical insurance plan) until the earlier of (x) the date the Employee becomes eligible for group medical insurance coverage as the result of the Employee accepting another position with a new employer other than NightWatch Capital Advisors, LLC (“Nightwatch”) and (y) June 30, 2013; provided, that the Employee agrees to notify the Company following by registered mail, return receipt requested, within five (5) business day of becoming eligible for group medical insurance coverage as the thirty-fifth (35th) calendar day following result of the Termination Date (except Employee accepting another position with a new employer other than NightWatch. The Employee shall be solely responsible for the remainder of the premium cost of COBRA continuation coverage. Notwithstanding the foregoing, in the event of any the Employee, at his discretion, elects before June 30, 2013 to obtain group termination to which a forty-five (45)-day release of claims consideration period is required under applicable lawmedical insurance coverage through or sponsored by NightWatch, in which case such lump-sum payment will be made on the first regular payroll date of the Company following agrees to reimburse the sixtieth (60th) calendar day following Employee, on a monthly basis, the Termination Date), and any Additional Salary Payment to which premium cost of such insurance coverage at a rate no greater than the Executive is entitled hereunder will be paid in the form premium costs of salary COBRA continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of coverage that the Company following would otherwise by obligated to pay under this Section 3(c). (d) The Company shall pay the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 Employee for all accrued pay and unused and accrued vacation as of the second year following the calendar year in which the Termination Date occursJune 30, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs2012.

Severance Benefits. (a) If The Employee will not receive compensation or benefits after the Executive’s employment terminates by reason Separation Date, except as hereinafter provided in this paragraph of an Involuntary Termination or Constructive Termination (this Agreement. The Employee acknowledges and understands that these payments are not routinely provided; that they exceed those provided under existing policies; and that they are given in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months consideration of his or her base salaryrelease and waiver of any claims that he may have against Sunrise in connection with his employment and separation from that employment. The Employee further acknowledges that his receipt of the compensation and benefits described in this paragraph is subject to the conditions of Paragraphs 1, at 3 and 4 of this Agreement. a. As soon as administratively feasible, but in no event more than two (2) weeks after the rate period for revoking the Addendum Agreement described in effect Paragraph 3 has expired, e Employee will receive a lump sum payment of $1,312,500 (which equates to one hundred and four (104) weeks of his regular salary as of the Termination Date (date of this Agreement and his 2008 and 2009 target bonus), less applicable taxes and withholdings, payment to be delivered to the “Initial Salary Payment”Employee’s address of record. The Employee acknowledges that no portion of this or any payment in this Paragraph 2 may be contributed to the Company’s 401(k) plus an amount equal to a maximum of six (6) months of his or her base salary for any period beginning plan. b. As soon as of practicable after the 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 PaymentSeparation Date, 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) if the termination occurs prior to the Employee will receive a lump sum payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Paymentaccrued vacation, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Separation Date, less applicable taxes and withholdings, payment to be delivered to the Employee’s address of 1974, as amendedrecord. c. By law, the Company Employee will permit the Executive be entitled to continue to participate in its group medical plan for twelve COBRA continuation health insurance coverage from his last date of employment (12) 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 another employer other than the Company’s group medical plan, for generally up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of sharesmonths). Any Time-Based Company Equity Awards that do not vest in accordance with Sunrise is providing the immediately preceding sentence of this Section l(b) shall remain outstanding following Employee the Termination Date (but shall not continue opportunity to vest in accordance with the terms of the applicable award agreement) elect for himself, his spouse and shall vest immediately ifcovered dependents, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is up to twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration of continued health insurance coverage from his last date of any Time-Based Equity Award employment similar to COBRA continuation coverage, except that is such coverage will continue for a stock option, which shall continue period of up to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in Employee’s termination even if such period extends beyond the event that a Public Announcement period for which COBRA continuation coverage is made or a Definitive Agreement is entered into during required under applicable law. If the Employee elects and pays for such continuation coverage for any portion of those twenty-four (24) months, Sunrise will reimburse the Employee in each of those elected months for the difference between the amount the Employee paid for health care coverage for himself and his covered spouse and dependents for his last month periodas an active employee, and the later cost to him in the elected month of (i) health insurance coverage for himself, his covered spouse and dependents. The Employee acknowledges that all amounts reimbursed and paid to the expiration of such Employee will be issued on an after-tax basis. The Employee acknowledges that if he desires to continue health insurance after twenty-four (24) month period or (ii) months from the first to occur final date of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described abovehis employment, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting he will be accelerated only to solely responsible for the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedentire premium due. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder d. The Employee will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination provided up to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following of executive-level outplacement services by a vendor selected by Sunrise and at a level and expense determined in Sunrise’s discretion. Such outplacement services will be completed no later than the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 last day of the second calendar year following after the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Separation Date occurs.

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either caseIn addition, other than if a Change of in Control Termination)Severance Payment Event (as defined below) occurs, then the Company shall pay to Employee the Accrued Payments, and contingent upon Employee satisfying the Severance Conditions, the Company shall also provide Employee the following payments and other benefits (the “Change in Control Severance Package”): (i) the Company will pay the Executive Payment of an amount equal to twelve 3.0 times the sum of (12i) months Employee’s annual rate of his or her base salary, at the rate in effect Base Salary as of the Termination Date (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 first anniversary date of the Change in Control, whichever is greater, plus (ii) Employee’s Target STI Payment, calculated based on Employee’s Base Salary as of the Termination Date during which the Executive has not secured newor, reasonably similar full-time employment (the “Additional Salary Payment” and together with the Initial Salary Paymentif greater, the “Salary Payment”), provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms as of the Separation Agreement (as such term is defined date of the Change in Section 4 below)Control, (ii) if the termination occurs prior payable to the payment 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 Employee 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) months 30th day 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 lump sum payment; plus (ii) Payment of another employer other than a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s group medical planaudited financial statements for the applicable calendar year, for up to six but in no event later than March 31 (6or earlier than January 1) months of the calendar year following the first anniversary of calendar year to which such STI Payment relates; and (iii) The Company shall pay or reimburse on a monthly basis the Termination Date, at the same rate that the Executive would be premiums required to contribute toward such continue Employee’s group health care coverage if he or she were actively employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance a period of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following Employee’s Termination Date, under the Termination Date applicable provisions of COBRA, provided that Employee or his dependents, as applicable, elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the value of in-kind benefits, such health care continuation premiums shall be provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the month, and R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income; (iv) Provided, however, that the “Extended Vesting Date”sum of (i) and (ii) an additional portion above shall be reduced, but not below zero, by the sum of any actually benefits provided to Employee pursuant to Section 5(a)(i), (ii), or (iii) and any payments otherwise required pursuant to Section 5(a)(i), (ii), and (iii) shall not be made. Nothing in this Section 6 shall relieve the TimeCompany or any successor-Based Company Equity Award equal in-interest thereof of its obligation to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior continue, following any Change in Control, to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance provide Employee with the immediately preceding sentence compensation due pursuant to Section 3 of this Section l(b) shall remain outstanding following Agreement or to otherwise comply with its obligations hereunder in the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest event Employee’s service continues pursuant to this subsection (b) shall terminate with no consideration due to Agreement following the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration occurrence of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedControl. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If In the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as event of the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum termination of six (6) months of his or her base salary Employee’s employment, for any period beginning as of the first anniversary of the Termination Date during which the Executive has not secured newreason, reasonably similar full-time employment (the “Additional Salary Payment” and together with the Initial Salary Payment, the “Salary Payment”), provided that the Executive seeks Employee shall be entitled 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination DateAccrued Obligations. (b) If as In the event that Employer terminates Employee’s employment without Cause or Employee resigns with Good Reason, subject to Sections 10(e)-(i) and Section 14, (i) Employee shall be entitled to severance pay in an amount equal to the Annual Base Salary in effect on the Commencement Date multiplied by the number of immediately years or partial years remaining prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Term End Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal Initial Grant, to the portion that would have extent not theretofore fully vested, shall become fully vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest and immediately exercisable in accordance with the immediately preceding sentence of this Section l(bits terms and (iii) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that the Employee is not theretofore fully vested in the restricted shares provided under Section 4(a) as a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month periodsigning bonus, the later Employee shall be entitled to be appointed as an advisor of (i) the expiration of such twenty-four (24) month period or (ii) Employer and shall be permitted to continue serving in that capacity until the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that becoming employed by a third party or all such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement restricted shares have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined vested in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedfull. (c) Subject to Section 8 below14, any Initial Salary Payment and Aggregate Bonus Payment severance pay to which the Executive is entitled hereunder will be paid pursuant to Section 10(b) shall be paid in a lump sum 24 equal monthly installments commencing on the first regular payroll date of the Company following the thirty-fifth (35th) calendar business day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company coincident with or next following the sixtieth (60th) calendar day date following Employee’s termination of employment. (d) In the Termination Dateevent of Employee’s death within 24 months of termination for any reason, all remaining eligible benefits under this section shall be paid to Employee’s designated beneficiary as noted in Section 5(b) of this Agreement. (e) Any severance pay to be paid pursuant to Section 10(b) is subject to and conditioned upon Employee signing and delivering (and not revoking) to Employer a general release and waiver (in a form reasonably acceptable to Employer), waiving all claims the Employee may have against Employer, its parents, subsidiaries, successors, assigns, affiliates, and their respective executives, officers and directors relating to Employee’s employment with Employer. (f) The payment of the severance pay under Section 10(b) is conditioned upon the Employee’s compliance with the non-solicitation and nondisclosure requirements set forth in Sections 11 and 12 hereof. (g) Notwithstanding any other provision of this Agreement to the contrary, if payments under this Agreement, together with any other payments received or to be received by Employee in connection with a “change in control” (for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)) would cause any amount to be nondeductible for federal income tax purposes pursuant to Section 280G of the Code, then benefits under this Agreement shall be reduced (but not less than zero) to the extent necessary so as to maximize payments to Employee without causing any amount to become nondeductible. Employee shall determine the allocation of such reduction among payments to Employee. (h) Notwithstanding any other provision of this Agreement to the contrary, any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form regulations promulgated thereunder, including 12 C.F.R. Part 359. (i) For purposes of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.this Agreement:

Severance Benefits. In consideration of Employee’s promises and the Release of All Claims and Potential Claims and Covenant Not To Sue contained in this Agreement, Employer will pay or provide to Employee: (a) If the Executive’s employment terminates by reason A total gross amount of an Involuntary Termination or Constructive Termination _____________ (in either case, other than a Change of Control Termination$_______), (i) the Company will pay the Executive an amount less applicable withholdings, payable [in approximately equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 first anniversary of the Termination Date monthly installments 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month 24)-month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, commencing on the first payroll date to occur after the sixtieth (60th) day following the Termination Date; provided, that is the first such payment shall consist of all amounts payable to Employee pursuant to this Section 2(a) between the Termination Date and the first payroll date to occur after the sixtieth (60th) day following the Termination Date] [Applicable only in the context of a qualifying termination during Change in Control Period as defined in the employment agreement: in a lump sum on the first payroll date to occur after the sixtieth (60th) day following the Termination Date]; and provided, further, that any obligation of Employer to make such payments shall cease upon Employee’s breach of any of her obligations contained in the Sections 7 and 12 of the Employment Agreement (the “Restrictive Covenants”); (b) For twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock optiontermination (the “Insurance Reimbursement Period”), which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due monthly payments of an amount equal to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards excess of: (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (ia) the expiration of such twenty-four (24) month period or (ii) the first cost that would be incurred by Employee if Employee elected to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on continue participation in any group medical, dental, and/or vision plan benefits to which the Company announces that such Definitive Agreement has been terminated or that the CompanyEmployee and/or Employee’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to eligible dependents would be entitled under Section 409A 4980B of the Code (“Section 409ACOBRA”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or over; (b) solely performance-based vesting criteria the amount that Employee would have had to pay for such coverage if she had remained employed during the Insurance Reimbursement Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items; provided, however, that: (clauses 1) if Employee becomes eligible to receive group health benefits under a program of a subsequent employer, then Employer’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (a2) nothing herein shall prevent Employer from amending, changing or canceling any group medical, dental, and/or vision plans during the Insurance Reimbursement Period; (3) during the Insurance Reimbursement Period, the benefits provided in any one (1) calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); and (b), collectively, “Performance-Based Company Equity Awards”, and together with 4) any obligation of Employer to make such payments shall cease upon Employee’s breach of any of her obligations contained in the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined Restrictive Covenants in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued.Employment Agreement; (c) Subject Reimbursement for outplacement services and other job search costs and expenses as provided in the Employment Agreement. (d) Equity benefits provided in any award certificate issued to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment Employee. Employer’s agreement to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date provide all of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except consideration set forth in the event of any group termination to which a forty-five (45)-day release of claims consideration period this Section 2 is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), specifically contingent upon Employee executing this Agreement and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided not revoking this Agreement pursuant to the Executive hereunder extend beyond the December 31 terms of the second year following the calendar year in which the Termination Date occursSection 8. Employee and Employer acknowledge and agree that these agreements, terms and amounts have been negotiated and agreed upon voluntarily by both parties and represent a compromise providing value to both parties. The parties also acknowledge and agree that these agreements and amounts exceed any reimbursement and all actions, pay and benefits that Employer might otherwise have owed to Employee by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurslaw and that they constitute good, valuable and sufficient consideration for Employee’s release and agreements herein.

Severance Benefits. In the event of a Termination described in Section 2 above, the Company shall pay to the Executive as severance pay, in a lump sum, the following amounts: (a) If the Executive’s employment terminates by reason of an Involuntary full base salary earned through the Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, Date at the rate in effect as prior to the date Notice of Termination is given, to the Termination Date extent not theretofore paid; (the “Initial Salary Payment”b) plus an amount equal to a maximum of six (6) months of his or her 1.5 times Executive’s annual base salary in effect prior to the date Notice of Termination is given; and (c) the Executive’s bonus for any period beginning as the previously completed fiscal year of the first anniversary of Company, to the extent not theretofore paid. The payments described in this Section 4 shall be payable on or before the tenth (10th) day following the Termination Date during which pursuant to 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”)Company’s normal payroll practices, provided that the Executive seeks executes a general release, which shall be in a form mutually satisfactory to obtain such new employment and keep the Company informed thereofand Executive and which shall include provisions that are customary for a general release, consistent with including (i) provisions addressing the terms Executive’s release of the Separation Agreement Company from any future liability or suit, (ii) provisions addressing nonsolicitation of other Company Executives and confidentiality, (iii) a six-month noncompete agreement pursuant to which Executive shall agree not to acquire any financial or beneficial interest in, be employed by, or own, manage, operate or control any entity which is primarily engaged in any type of business in which either the Company or its subsidiaries have been actively engaged, (iv) provisions addressing nondisparagement of the Company and its officers, directors, employees and agents; provided that the Company shall make a reciprocal commitment not to disparage the Executive, and (v) the waiver of continued participation in any employee benefit or welfare plans. Notwithstanding anything to the contrary contained in this Section 4, if any payment to the Executive would constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Executive is a “specified employee” (as such term phrase is defined in Section 4 below409A of the Code), (ii) if the termination occurs prior to the payment 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 beneficiary) will receive payment of the year worked prior to amounts described in this Section 4 upon the terminationearlier of (1) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, at the same rate that the Executive would be required to contribute toward such coverage if he or she were actively employed (the Executive’s “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed separation from service” with the Company through the date that (as such phrase is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion defined in Section 409A of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”Code) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedExecutive’s death. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If In the Executiveevent of the termination of Employee’s employment, for any reason, Employee shall be entitled to any Accrued Obligations. In the event that Employer terminates Employee’s employment terminates by reason of an Involuntary Termination without Cause or Constructive Termination (in either caseEmployee resigns with Good Reason, other than a Change of Control Termination)subject to Sections 10(e)-(i) and Section 14, (i) the Company will Employee shall be entitled to severance pay the Executive an amount equal to twelve eighteen (1218) months of his or her base salary, months’ salary at the rate of salary in effect as of on the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum of six (6) months of date his or her base salary for any period beginning as of the 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)Employer terminates, (ii) if the termination occurs prior to the payment of an annual cash incentive award from the prior completed yearInitial Grant, 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”)not theretofore fully vested, shall become fully vested and immediately exercisable in accordance with its terms and (iii) in the Company will pay event the Executive Employee is not theretofore fully vested in the restricted shares provided under Section 4(a) as 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectivelysigning bonus, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, Employee shall be entitled to be appointed as an advisor of Employer and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive shall be permitted to continue to participate serving in its group medical plan for twelve (12) months following the Termination Date (the “Initial COBRA Coverage”), plus any additional period during which the Executive is not eligible to participate that capacity until all such restricted shares have vested in a group medical plan of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior Subject to the time of the Involuntary Termination or Constructive TerminationSection 14, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject severance pay to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest be paid pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”10(b) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum 18 equal monthly installments commencing on the first regular payroll date of the Company following the thirty-fifth (35th) calendar business day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company coincident with or next following the sixtieth (60th) calendar day date following Employee’s termination of employment. (c) In the Termination Dateevent of Employee’s death within 18 months of termination for any reason, all remaining eligible benefits under this section shall be paid to Employee’s designated beneficiary as noted in Section 5(b) of this Agreement. (d) Any severance pay to be paid pursuant to Section 10(b) is subject to and conditioned upon Employee signing and delivering (and not revoking) to Employer a general release and waiver (in a form reasonably acceptable to Employer), waiving all claims the Employee may have against Employer, its parents, subsidiaries, successors, assigns, affiliates, and their respective executives, officers and directors relating to Employee’s employment with Employer. (e) The payment of the severance pay under Section 10(b) is conditioned upon the Employee’s compliance with the non-solicitation and nondisclosure requirements set forth in Sections 11 and 12 hereof. (f) Notwithstanding any other provision of this Agreement to the contrary, if payments under this Agreement, together with any other payments received or to be received by Employee in connection with a “change in control” (for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)) would cause any amount to be nondeductible for federal income tax purposes pursuant to Section 280G of the Code, then benefits under this Agreement shall be reduced (but not less than zero) to the extent necessary so as to maximize payments to Employee without causing any amount to become nondeductible. Employee shall determine the allocation of such reduction among payments to Employee. (g) Notwithstanding any other provision of this Agreement to the contrary, any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and any Additional Salary Payment regulations promulgated thereunder, including 12 C.F.R. Part 359. (h) Notwithstanding any provision in this Section 10 to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practicescontrary, with the first payment being made on the first regular payroll date of the Company following the date Employee understands and agrees that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance payments or benefits provided to Employee under this Section 10 shall be made only to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement extent permitted by the Company TARP Requirements. (i) For purposes of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.this Agreement:

Severance Benefits. Provided Employee is in compliance with ------------------ Paragraph 4(b)(viii) hereof, Company will pay or provide the following severance benefits to Employee in lieu of any separation payments otherwise provided upon termination of employment under any other severance pay or similar plan or policy of Company: (i) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination; (ii) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of the higher of (a) If Employee's discretionary bonus for the Executive’s employment terminates by reason previous calendar year, or (b) the average of an Involuntary Termination Employee's discretionary bonus for the previous three (3) calendar years (or Constructive Termination (in either case, other than a Change of Control Terminationsuch fewer calendar years as Employee has been employed), in each case prorated to the date of Employee termination. (iiii) For the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Datedate of termination of Employee' s employment, Company will maintain in full force and effect for the Company enters into continued benefit of Employee each employee benefit plan in which Employee was a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on participant immediately prior to the date that of Employee's termination, unless an essentially equivalent and no less favorable benefit is twenty-four (24) months following provided by a subsequent employer at no additional cost to Employee. If the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date terms of any Time-Based Equity Award that employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a benefit substantially similar to and no less favorable than the benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is a stock optionnot applicable to any car, car phone, parking and club dues, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The accelerationbenefits, if any, end upon Employee's date of any vesting termination of any outstanding unvested stock optionsemployment.) (iv) For the twelve (12) month period following the date of termination of Employee's employment, restricted stock, restricted stock units Company will treat Employee for all purposes as an Employee under all of Company's retirement plans in which Employee was a participant on the date of termination of Employee's employment or other equity awards granted by under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the Company "Plan"). Benefits due to Employee under the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) Plan shall be determined in accordance with computed as if Employee had continued to be an Employee of Company for the twelve (12) month period following termination of employment. If under the terms of the plan and award agreement under which Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive benefits that Employee is entitled hereunder will be paid in a lump sum on to receive under the first regular payroll date Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case during such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months month period. (v) If any excise tax imposed under Internal Revenue Code Section 4999 or any successor provision, as amended after the date hereof, is due and owing by Empioyee as a result of any amount paid or payable pursuant to this Paragraph 4 (c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4 (c) whether or not Employee obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4 (c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or Employee's account as of the Termination Dateeffective date of termination. (vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4(c) if, at the time the payments become due, Company, CBB or any of Company's other subsidiaries is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause Company's, CBB's or any of Company's other subsidiaries' capital to fall below such minimum capital requirements. In no event this event, Company will any Outplacement Assistance provided to resume making the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurspayments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. If Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason (each as defined below), and provided that Employee remains in full compliance with his material obligations to the Company under his Offer Letter, this Agreement (including all exhibits attached hereto) and the Separation Agreement (defined below), the Company agrees to provide Employee with the following severance benefits: (a) If continuation of Employee’s regular base salary for a period of six (6) months, reduced by any and all applicable payroll withholdings and deductions. The period over which Employee is entitled to receive continuation of regular base salary is referred to as the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination “Severance Period.” (in either case, other than b) a Change of Control Termination), (i) the Company will pay the Executive an amount lump sum payment equal to twelve (12) months a ratable portion of his or her base salary, Employee’s full potential annual bonus at the rate percentage contained in effect as the Offer Letter for the portion of the Employment Year that has elapsed prior to the Termination Date (or the portion of the transition period or new bonus cycle period that has elapsed if the Company has changed the timing of Bonus award determination), reduced by any and all applicable payroll withholdings and deductions. The Employee will be provided reasonable time prior to the Termination Date to transition information and responsibilities to Employee’s successor, and accordingly this payment will be contingent upon, and will not be paid until the completion of, the reasonable transition of information and responsibilities to Employee’s successor, as reasonably determined by the Company; (c) provided Employee accurately and timely elects continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or Cal-COBRA (collectively, “Initial Salary PaymentCOBRA”), reimbursement for COBRA premiums paid by Employee for Employee and Employee’s eligible dependents for a period of six (6) plus an amount equal to a maximum months; (d) acceleration of six (6) months vesting of his or her base salary for any period beginning as of the 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any all outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject Employee; and (e) extension of the exercise term of each outstanding equity award granted by the Company so that Employee may exercise such awards (including the accelerated shares as provided in Section 4(d) above) to Employee until the earliest of: (ai) both time- and performance-based vesting criteria three (3) months after the end of the Severance Period, (ii) the latest date such each equity award could have expired by its original terms under any circumstances, or (biii) solely performance-based vesting criteria the tenth (clauses (a10th) anniversary of the original date of grant of such equity award. The Employee understands and (b), collectively, “Performance-Based Company Equity Awards”, and together with acknowledges that to the Time-Based Company Equity Awards, “Company Equity Awards”) extent any vested option shares are incentive stock options such option shares shall be determined in accordance with the terms deemed to be nonqualified stock options effective as of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll Termination date if not exercised within three months of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will The Employee understands that any Outplacement Assistance provided shares for which vesting is accelerated in accordance with 4(d) that are incentive stock options shall be deemed to the Executive hereunder extend beyond the December 31 be nonqualified stock options regardless of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurswhen exercised.

Severance Benefits. (a) If In the event the Executive’s 's employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), hereunder is terminated: (i) by the Company will pay other than for reasons defined in Section 8(a), 8(b), or 8(c), the Executive shall be entitled to continuation of Base Salary and participation in the Benefit Plans for two years (subject to the provisions of Section 9(d) of this Agreement) from the date of termination and the payment of an amount equal to twelve an annual bonus at target for the year in which the termination occurred, prorated to the date of termination, and additional payments equal to two annual bonuses at target for the year in which termination occurred (12) months of his or her base salary, payable at such times as the rate Company in effect as the ordinary course would pay annual bonuses for the year in which the termination occurred and for each of the Termination Date two years succeeding the year in which the termination occurred), provided, however, that in the event the Executive provides services as described in Section 10(a) of this Agreement prior to the end of the second calendar year following the year in which any such termination occurs, the Executive's entitlement to continuation of Base Salary and participation in the Benefit Plans (except as otherwise expressly provided in this Agreement) shall cease on the “Initial date the provision of such services commences, and the amount of the additional payments to be made to the Executive shall be reduced and shall be determined by (a) multiplying (x) the amount of the additional payments by (y) a fraction whose numerator is the number of days elapsed from the date of the Executive's termination of employment to the date the provision of such services commences and whose denominator is the number of days from the date of the Executive's termination of employment to the end of the second calendar year following the year in which such termination, occurs, and (b) then subtracting any amount of such additional payments previously paid to the Executive; or (ii) by the Executive for reasons defined in Section 8(d), the Executive shall be entitled to continuation of Base Salary Payment”and participation in the Benefit Plans for one year (subject to the provisions of Section 9(d) plus of this Agreement) from the date of termination and the payment of an amount equal to a maximum an annual bonus at target for the year in which the termination occurred, prorated to the date of six termination, and an additional payment equal to one annual bonus at target for the year in which termination occurred (6payable at such times as the Company in the ordinary course would pay annual bonuses for the year in which the termination occurred and for the year succeeding the year in which the termination occurred), provided, however, that in the event the Executive provides services as described in Section 10(a) months of his or her base salary for any period beginning as this Agreement prior to the end of the first anniversary calendar year following the year in which any such termination occurs, the Executive's entitlement to continuation of Base Salary and participation in the Benefit Plans (except as otherwise expressly provided in this Agreement) shall cease on the date the provision of such services commences, and the amount of the Termination Date during which additional payment to be made to the Executive has not secured newshall be reduced and shall be determined by (a) multiplying (x) the amount of the additional payment by (y) a fraction whose numerator is the number of days elapsed from the date of the Executive's termination of employment to the date the provision of such services commences and whose denominator is the number of days from the date of the Executive's termination of employment to the end of the calendar year following the year in which such termination, reasonably similar full-time employment (the “Additional Salary Payment” and together with the Initial Salary Payment, the “Salary Payment”), occurs; provided further 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) if the termination occurs prior shall not be entitled to the payment of an annual cash incentive award from severance benefits described in the prior completed year, the Company will pay foregoing Sections 9(c)(i) and 9(c)(ii) unless 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 executes 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid substantially in the form of salary continuation Exhibit A to this Agreement; and provided also that the severance benefits provided for herein shall be in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date lieu of the any other severance benefits under any Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursplan or policy.

Severance Benefits. (a) If To the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) extent that the Company will pay or any of its Subsidiaries incur any severance obligations or liabilities which exceed * in connection with the Executive an amount equal to twelve (12) months of his Company's and its Subsidiaries' anticipated plant closings at their facilities located in *, whether before or her base salaryafter Closing, at Parent shall reimburse the rate in effect as of the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum of six (6) months of his or her base salary Company for any period beginning such excess as of soon as practicable after the 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) months following the Termination Date (the “Initial COBRA Coverage”), plus any additional period during which the Executive such excess is not eligible to participate in a group medical plan of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Datedetermined. (b) If as To the extent the Company or any of immediately its Subsidiaries pays any severance obligations or liabilities prior to the time Closing to any employee in connection with the Company's and its Subsidiaries' anticipated plant closings at their facilities located in *, Wats▇▇ ▇▇▇ees to reimburse the Company for the amount of any such payments made to any such employee up to the Involuntary Termination amount of * with respect to each such employee. Such payments shall be made by Wats▇▇ ▇▇ the Company as soon as practicable after the amount of such severance obligation or Constructive Termination, as applicable, the Executive liability has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted been paid by the Company and that are subject invoiced to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedWats▇▇. (c) Subject After the Closing, to Section 8 below, the extent that any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date employee of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except or any of its Subsidiaries claims to have a right to severance benefits in the event excess of any group termination * due to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement actions taken by the Company or its Subsidiaries at any time prior to the Closing Date with respect to the closings of Outplacement Assistance expenses its facilities located in *, Parent agrees to indemnify and hold harmless Wats▇▇, ▇▇e Company and each of its Subsidiaries for (a) all costs and expenses, including, without limitation, reasonable attorneys fees, incurred by Wats▇▇, ▇▇e Company or any of its Subsidiaries in connection with the defense or investigation of any such claim; and (b) all severance benefits paid to any such employee in excess of *. Notwithstanding the foregoing, Wats▇▇ ▇▇▇ees that Parent shall not have any indemnification obligations under this Section 6.18(c) unless such severance payments were made by the Executive will Wats▇▇ ▇▇ its Subsidiaries pursuant to either (i) Parent's prior written consent, which consent shall not be paid no later than December 31 unreasonably withheld, or (ii) a direction to make any such payment by a competent authority." 2.18 Section 7.5(d) of the third year following Purchase Agreement. Section 7.5(d) of the calendar year Purchase Agreement is hereby amended by deleting the phrase "Section 7.3(c) hereof" and inserting in which its place the Termination Date occurs.following: " (a) Section 7.3(c); or (b) a violation by Parent of its obligations contained in Section 6.18 of this Agreement," 2.19 Section 8.2

Severance Benefits. MSTI will pay severance benefits to Donna as follows: (ai) If the Executive’s employment terminates this Agreement and Donna's employm▇▇▇ ▇ereunder are terminated by MSTI without Cause pursuant to Section 4(a), or by reason of Donna's Constructive Discharge pursuant to Section 4(c), MSTI will pay Donna an Involuntary Termination amount equal to the sum of (A) her then appli▇▇▇▇▇ annual Base Salary, plus (B) the amount of the most recent performance bonus that MSTI awarded to Donna pursuant to Section 3(b) (collectively, the "Se▇▇▇▇▇ce Payment"). If the effective date of termination occurs before the last day of the then current term, the Severance Payment will also include the value of the contributions that would have been made to Donna or Constructive Termination for her benefit under all applicable retire▇▇▇▇ and other employee benefit plans had she remained in MSTI's employ through the last day of the then current term. MSTI will also continue to provide Donna and her dependents, at the expense of MSTI, with ▇▇▇▇inuing coverage under all existing health and disability programs for a period of one (1) year following the effective date of termination, provided that, to the extent Donna paid a portion of the premium for such benefit w▇▇▇▇ employed she shall continue to pay such portion during the period of continuation hereunder and provided further, that if such benefit is subject to the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") then any period of continuation hereunder shall be credited against the continuation rights under COBRA and Donna will be required to complete all COBRA election an▇ ▇▇▇er forms. (ii) Notwithstanding Section 4(g)(i) and in either caselieu of any payments provided for thereunder, other than MSTI or its successor will pay Donna an amount equal to two (2) times the Severance Pay▇▇▇▇ if this Agreement and Donna's employment are terminated by Donna pursuant to Section 4(d) within one year after the ▇▇▇urrence of a Change of Control Termination)or by MSTI or its successor pursuant to Section 4(a) at any time after a Change of Control occurs. In this event, (i) the Company MSTI or its successor will pay the Executive an amount equal also continue to twelve (12) months of his or provide Donna and her base salarydependents, at the rate in effect as expense of MSTI or its ▇▇▇▇▇ssor, with continuing coverage under all existing health and disability programs for a period of two (2) years following the effective date of termination, provided that, to the extent Donna paid a portion of the Termination Date (premium for such benefit w▇▇▇▇ employed she shall continue to pay such portion during the “Initial Salary Payment”) plus an amount equal to a maximum period of continuation hereunder. If permitted by MSTI's then-existing group medical insurance policy or program, MSTI shall continue such coverage for six (6) months of his or her base salary for any period beginning as of the 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is remaining eighteen (18) months shall be provided pursuant to and credited against the health care continuation rights under COBRA and Donna will be required to complete all COBRA elect▇▇▇ and other forms. If MSTI is not permitted by MSTI's then-existing group medical insurance policy or program to continue such coverage after Donna's termination of employment, then the first eighteen (18) months of continued coverage shall be pursuant to and credited against the health care continuation rights under COBRA and MSTI shall pay Donna six (6) times the monthly amount of MSTI's share o▇ ▇▇▇ premium. (iii) All payments that become due to Donna under this Section 4(g) will be made in twenty-fou▇ (▇▇) equal monthly installments commencing on the first day of the month immediately succeeding Donna's termination of employment, unless MSTI elects to make those payments in one (1) lump sum. MSTI will be obligated to make all payments that become due to Donna under this Section 4(g) whether or not she obtain▇ ▇▇▇er employment following termination or takes steps to mitigate any damages that she claims to have sustained as a result of termination. The payments and other benefits provided for in this Section 4(g) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Donna or for her account as of the Termination Date effective date of ter▇▇▇▇▇ion. (iv) MSTI and Donna intend that no portion of any payment under this ▇greement, or payments to or for the benefit of Donna under any other agreement or plan, be deemed ▇▇ ▇e an "Excess Parachute Payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Extended Vesting Date”) and (ii) an additional portion "Code"), or its successors. It is agreed that the present value of any payments to or for the Time-Based Company Equity Award equal to benefit of Donna in the portion that would have vested on the next regular vesting date nature of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) compensation, as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest determined by ▇▇▇ legal counsel or certified public accountants for MSTI in accordance with the immediately preceding sentence of this Section l(b280G(d)(4) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately ifCode, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, receipt of which is contingent on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control of MSTI, and thirty (30) days following the date on to which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A 280G of the Code applies (“Section 409A”in the aggregate "Total Payments"), vesting will be accelerated only shall not exceed an amount equal to one dollar ($1.00) less than the extent the acceleration does not cause additional taxes or penalties maximum amount which MSTI may pay without loss of deduction under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a280G(a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedCode. (cv) Subject MSTI may elect to defer any payments that may become due to Donna under this Section 8 below4(g) if, at the time the pay▇▇▇▇▇ become due, MSTI is not in compliance with any Initial Salary Payment and Aggregate Bonus Payment regulatory-mandated minimum capital requirements or if making the payments would cause MSTI's capital to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case fall below such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Dateminimum capital requirements. In no event this event, MSTI will any Outplacement Assistance provided to resume making the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurspayments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. (a) If In consideration of Employee’s promises contained in this Agreement (including, without limitation, the Executive’s employment terminates by reason release of an Involuntary Termination or Constructive Termination (claims and covenant not to sue contained in either case, other than a Change of Control Terminationthe Release Agreement), and subject to the terms and conditions of this Agreement, the Company hereby agrees to: (i) pay to Employee, within sixty (60) days following the Company will pay Effective Date of the Executive Release Agreement (as defined in the Release Agreement), a one-time cash lump sum payment in an amount equal to twelve (12) months of his or her base salary$1,237,500, at pursuant to the rate in effect Company’s Severance Pay Plan, as of the Termination Date amended and restated (the “Initial Salary PaymentSeverance Pay Plan”), and subject to the terms and conditions of the Severance Pay Plan; (ii) plus provide Employee with the services of an amount equal to outside job placement firm selected by the Company for a maximum period of six (6) months of his or her base salary for any period beginning as of the 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 following the Separation Agreement (as such term is defined in Section 4 below), (ii) if the termination occurs prior to the payment 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”), Date; (iii) the Company will subject to Employee’s taking all necessary steps to properly elect any continuing medical insurance coverage under COBRA, pay the Executive one hundred percent (100%) of Employee’s monthly COBRA premiums for a pro rata amount period 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) months following the Termination Date Separation Date; and (iv) make available to Employee the “Initial COBRA Coverage”), plus any additional period during which the Executive is not eligible to participate in a group medical plan of another employer other than benefits available under the Company’s group medical plan, Employee Assistance Program for up to six (6) months following the first anniversary a period of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or Separation Date. (b) solely performance-based vesting criteria (clauses (a) In addition, Employee will be deemed to have met all eligibility requirements for “Retirement” under the Avanos Medical, Inc. 2021 Long Term Incentive Plan, as amended and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedrestated. (c) Subject The benefits described in Sections 4(a) and 4(b) are collectively referred to Section 8 herein as the “Severance Benefits.” Except for the Severance Benefits, to the extent earned by Employee, no compensation or other amounts or benefits will be payable by the Company to Employee in connection with the termination of his employment by the Company. The Company’s provision of the Severance Benefits, to the extent earned by Employee, will discharge all obligations of the Company to Employee in connection with his employment by the Company and in connection with the claims released by Employee pursuant to the Release Agreement (as that term is defined below). (d) Whether or not Employee executes the Release Agreement, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder Employee will be paid the Accrued Benefits and 2025 MAAP Bonus. (e) This Agreement shall be interpreted and administered in a lump sum on manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the first regular payroll date requirements Section 409A of the Internal Revenue Code of 1986, as amended, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (the “Code”). Nevertheless, the tax treatment of the Accrued Benefits and the Severance Benefits, to the extent earned by Employee, is not warranted or guaranteed. Neither the Company following nor its directors, officers, employees or advisers (other than Employee) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the thirty-fifth (35th) calendar day following Employee as a result of the Termination Date (except in application of Section 409A of the event Code. Regardless of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of action the Company following takes with respect to any or all taxes, the sixtieth (60th) calendar day following ultimate liability for all taxes payable with respect to this Agreement shall remain Employee’s responsibility and may exceed the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with amount actually withheld by the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. In return for the execution of this Agreement, it becoming effective (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Terminationsee paragraph 17), (i) and L▇▇▇▇ honoring all of its terms, the Company will provide L▇▇▇▇ with the following benefits. a. COBRA Pay. Initially, any health benefits (medical, dental, vision, prescription) that L▇▇▇▇ received while employed will be continued through January, 2025, which is the “Benefits Period.” To the extent applicable, L▇▇▇▇ will be separately notified of COBRA or other benefit continuation rights and any necessary steps to activate such coverage. If L▇▇▇▇ wishes to elect continuation coverage, L▇▇▇▇ is fully responsible to take all necessary steps for such continuation, including completion of the COBRA application. Second, should L▇▇▇▇ elect COBRA coverage, pursuant to the Employment Agreement, the Company has already agreed that she and/or the eligible members of her family shall pay no more than the Executive an amount equal rate charged to its employees by the Company at the time of such payments for a period of twelve (12) months (that is, through January 2026), and that the Company shall pay for the employer portion of his providing such healthcare coverage during this period. This benefit will be provided irrespective of whether L▇▇▇▇ accepts and executes this Agreement or her base salarynot. However, at thirdly, if L▇▇▇▇ does accept and execute this Agreement (and thereafter does not revoke the rate in effect as of same), then the Termination Date (the “Initial Salary Payment”) plus Company shall pay its share for an amount equal to a maximum of additional six (6) months of his or COBRA benefits and L▇▇▇▇ and/or her base salary beneficiaries shall not have to pay any amount greater than that charged to other employees for any period beginning as this additional period. That is, if this Agreement is accepted and executed by L▇▇▇▇ (and not subsequently revoked) instead of the 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) if the termination occurs prior to the payment of an annual cash incentive award from the prior completed yeartwelve months, 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 shall provide L▇▇▇▇ with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of Company-pay COBRA benefits. However, if payment of the Time-Based Company Equity Award equal employer portion shall result in an excise tax to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination DateCompany, the Company enters into a Definitive Agreement; it being understood shall no longer be responsible for payment of the employer portion, and either L▇▇▇▇ and/or the eligible members of her family shall be responsible for all payments required to maintain the COBRA coverage. L▇▇▇▇ understands that if she will be responsible for the Company does not so enter into such an agreement during such period, on full COBRA premium after the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing period identified in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedparagraph ends. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. In consideration of your acceptance of this Agreement and your continuing compliance with your obligations hereunder, the Company will provide you the following severance pay and benefits: (a) If In accordance with the Executive’s employment terminates by reason terms of an Involuntary Termination or Constructive Termination the First Amended Employment, Confidentiality and Non-Competition Agreement between you and the Company dated July 1, 2004 as amended on December 12, 2008 (in either case, other than a Change of Control Terminationthe “Employment Agreement”), (i) the Company will pay the Executive an amount equal to twelve (12) you $932,500, constituting twenty-four months of his or her your base salary, salary at the rate in effect as of the Termination Date (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 first anniversary of the Termination Date during which the Executive has not secured newSeparation Date, reasonably similar full-time employment (the “Additional Salary Payment” less applicable taxes and together with the Initial Salary Paymentwithholdings, 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) months following the Termination Date (the “Initial COBRA Coverage”), plus any additional period during which the Executive is not eligible to participate payable in a group medical plan of another employer other than the Company’s group medical plansingle lump sum, for up to six (on July 6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date2009. (b) If as of immediately prior to you are enrolled in the time of Company’s medical and dental plans on the Involuntary Termination or Constructive TerminationSeparation Date, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior your eligibility to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) continue such participation under applicable law and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Dateplan terms, the Company enters into will pay 100% of the premium cost of your continued participation in such plans for a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is period of up to twenty-four (24) months following from the Termination Separation Date, all Time-Based Company Equity Awards . (c) All options that remain outstanding following you hold to purchase shares of the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a Company’s common stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection the terms of the Company’s 2000 Stock Option Plan, as amended, or the 2004 Amended and Restated Incentive Plan (beither being the “Plan”) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding that have not vested stock options held by the Executive as of the Termination Separation Date (after taking into account shall be deemed to have vested on the accelerated vesting provided in this Section l(b)) may be exercised by Separation Date and, subject to the Executive until terms of the date that is the earlier of (1) applicable Plan, you shall have twenty-four (24) months after from the Termination Separation Date (or, in the event that a Public Announcement is made to exercise all or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration any portion of such twenty-four (24) month period or (ii) options, provided that in no event may the first to occur exercise date extend beyond the original maximum term of the date that is three option. (3d) months following the Change The restrictions with respect to 100% of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that any restricted shares of the Company’s efforts common stock that you may hold pursuant to consummate the Change terms of Control contemplated by such Public Announcement or such Definitive Agreement the Plan that have been abandonednot vested as of the Separation Date shall lapse as of the Separation Date. (e) Subject to the terms of the Retention Bonus letter agreement between you and the Company dated December 12, 2008 (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409ARetention Letter”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to shall pay you a lump sum amount of $150,000, less applicable deductions and withholdings on July 6, 2009. (f) Your participation in all other employee benefit plans of the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b)Company will end as of the Separation Date, collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of those plans, as amended from time to time. Among other things, you will not continue to earn vacation or other paid time off after the plan and award agreement under which the Performance-Based Company Equity Award was issuedSeparation Date. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If In exchange for Officer’s promises in this Release, Company agrees to tender to Officer a lump sum cash payment in the Executive’s employment terminates by reason amount of an Involuntary Termination or Constructive Termination [$XX] (in either case, other than a Change lieu of Control Terminationthe payments and benefits set forth in Section 5 of the Officer Retention Agreement) (the “Severance Payments”), . The Severance Payments are comprised of (i) the Company will pay the Executive an amount equal to twelve two (122) months of his or her base salary, at the rate in effect as of the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum of six (6) months of his or her times Officer’s base salary for any period beginning as of the first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment and target bonus (the “Additional Salary Payment” 2*([$XX+$XX)]) and together with the Initial Salary Payment, the “Salary Payment”), provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms of the Separation Agreement (as such term is defined in Section 4 below), (ii) if Officer’s accrued bonus for the year of termination occurs prior ([$XX]). (b) Officer hereby elects to the payment 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 forfeit any and all equity and equity-related securities in the Company (the “Prior Year Bonus Securities”) which have been issued to Officer pursuant to the 2011 Samson Resources Corporation Stock Incentive Plan (the “2011 SIP Plan”), as amended, in exchange for an amount equal to [$XX] (the “Forfeit Payment”), (iii) in lieu of any rights Officer may have with respect to disposal of such Securities pursuant to the Company will pay 2011 SIP Plan and related documents or the Executive a pro rata amount Retention Agreement. Officer represents that he has good and marketable right, title and interest in and to all of the Executive’s annual cash incentive award target Securities, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind. Upon payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 amendedSecurities, the Company will permit acquire good and marketable title to the Executive Securities, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind. Contingent upon receipt of payment, all outstanding options will be terminated and all vested and unvested shares of Samson will be returned to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company. Officer agrees to execute and deliver any and all documents requested by the Company to effectuate the transfer and/or cancellation of Securities contemplated hereby. (c) Pursuant to Sections 5.2 and 5.3 of the Retention Agreement, Officer will, provided he or she timely elects continuation coverage under COBRA, receive payment or reimbursement for the full COBRA premiums of Officer’s group medical plan(including prescription), detail and vision coverage (including coverage for up to six (6) months following the first anniversary Officer’s eligible dependents who were covered as of the Termination Separation Date) at participation levels no less than those in effect on the Separation Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested beginning on the next regular vesting date Separation Date and continuation for a period of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance BenefitsCOBRA Premium Payments”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) COBRA Premium Payments shall be determined paid monthly, in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum advance on the first regular payroll date day of each month, commencing with the Company month immediately following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of Separation Date; provided, however, that any group termination such payments otherwise payable to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following Officer prior to the sixtieth (60th) calendar day following the Termination DateSeparation Date shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the first payroll date. For the sake of clarity, no COBRA Premium Payments shall be made following an event which terminates the Officer’s continuation coverage under COBRA. (d) Officer agrees that he/she will be entitled to receive such Severance Payments, Forfeit Payment and COBRA Premium Payments only if Officer accepts, executes and does not revoke this Release, which requires Officer to release both known and unknown claims occurring prior to the date Officer signs this Release. (e) Officer agrees that the Severance Payments, Forfeit Payment and COBRA Premium Payments tendered constitute fair and adequate consideration for the execution of this Release and are extra benefits to which Officer would not otherwise be entitled. (f) The Company will pay Officer accrued base salary through the Separation Date and accrued Paid Time Off in accordance with applicable Company policies. Subject to these obligations, Officer has been fully compensated for all wages and fringe benefits, including, but not limited to, paid and unpaid leave, due and owing (“Accrued Rights”), and any Additional Salary Payment such Severance Payments are in addition to payments and benefits to which the Executive Officer is otherwise entitled hereunder will under applicable law and/or Company benefit plans (excluding any severance plans, policies or programs of Company or any of its affiliates or any agreements with Officers, in each case, under which Officer shall not be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will entitled to any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurspayments or benefits).

Severance Benefits. (a) If Termination due to a Termination Event. In the Executiveevent that the Employee’s employment terminates by reason with the Company or its successor is terminated due to the occurrence of an Involuntary a Termination or Constructive Termination (in either case, other than Event during the Protection Period following a Change of Control Termination)in Control, the Employee shall be entitled to the following payments and other benefits: (i) The Company shall pay to the Company will pay the Executive an Employee a lump sum cash amount equal to twelve the sum of (12A) months the Employee’s accrued and unpaid salary as of his or her base salary, at date of termination plus (B) reimbursement for all expenses reasonably and necessarily incurred by the rate Employee (in effect as accordance with Company policy) prior to termination in connection with the business of the Termination Date Company plus (the “Initial Salary Payment”C) plus an amount equal to a maximum of six (6) months of his or her base salary for any period beginning as of the first anniversary of the Termination Date during which the Executive has not secured newaccrued vacation pay, 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) if the termination occurs prior to the payment 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 not theretofore paid plus (D) any amounts vested, but unpaid, prior to termination for annual cash performance awards (or equivalent award should he or she have been employed on the date such awards are paid to the rest of the Company for annual performance) plus (the “Prior Year Bonus Payment”), (iiiE) the Company will pay the Executive a pro rata amount of the ExecutiveEmployee’s annual cash incentive award target or (or equivalent award for the current year (annual performance) 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 number of Subtitle B of Title I of days the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, at the same rate that the Executive would be required to contribute toward such coverage if he or she were actively was employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement or its Affiliates during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Employee’s Termination Date occursof Employment occurs plus (F) payments for any other benefits which have vested or accrued prior to Employee’s Termination of Employment. This amount shall be paid within ten (10) days of the Employee’s Termination of Employment, or pursuant to the time set forth in the applicable plan document from which any vested benefits shall be paid, as applicable. (ii) Subject to the Company’s receipt of the Release in accordance with Section 3(c), the Company shall pay to the Employee an additional lump sum cash amount equal to [ ( )] times the sum of (A) Employee’s Base Salary plus (B) Employee’s Bonus (collectively, “Severance Payment”). This amount shall be paid in accordance with the timing set forth in Section 3(c) below. (iii) Subject to the Company’s receipt of the Release in accordance with Section 3(c), the Company shall provide the Employee (and the Employee’s dependents, if applicable), for a period of ( ) years ( ( ) months) following his Termination of Employment, with a similar level of medical and dental insurance benefits upon substantially the same terms and conditions as existed immediately prior to the Employee’s termination with co-payments to be made by the Employee not to exceed the amount that the Employee was obligated to pay prior to his Termination of Employment. This benefit shall commence to be provided to Employee in accordance with the timing set forth in Section 3(c) below. (A) To the extent that any such medical or dental benefits are self-funded or provided pursuant to an insured plan, and during the period Employee would, but for the continued coverage provided pursuant to this Section 3(a)(iii), be entitled to continuation coverage with respect to such benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), if Employee elected such coverage and paid the applicable premiums (the “COBRA Continuation Period”), the costs of the continued benefit coverage provided under this Section 3(a)(iii) will be imputed as income to the Employee and reported on Form W-2. Following the COBRA Continuation Period, to the extent Employee is still entitled to continued coverage pursuant to this Section 3(a)(iii), the medical and dental coverage to be continued under such self-funded arrangement shall be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A) as it applies to the provision of in-kind benefits. (B) Notwithstanding the foregoing provisions of this Section 3(a)(iii), in the event the Company is unable to provide any reimbursement of the promised medical or dental benefits under its benefit plans, the Company will reimburse Employee for amounts necessary to enable the Employee to obtain medical and dental benefits substantially equal to what was provided to the Employee immediately prior to the Employee’s termination taking into account the amount of co-payment required by the Company of Outplacement Assistance expenses paid by the Executive Employee; provided, that any such reimbursement will be paid no later than December 31 made in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv), including but not limited to the requirements that (I) the expenses eligible for reimbursement will be determined by reference to the objective and nondiscretionary criteria set forth in the Company’s medical and dental benefit plans, (II) the expenses eligible for reimbursement during one (1) taxable year of the third Employee will not affect the expenses eligible for reimbursement in any other taxable year (provided, that a limit imposed on the amount of expenses that may be reimbursed over some or all of the continuation period described in this Section 3(a)(iii) shall not in and of itself cause the reimbursement arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), (III) the reimbursement of an eligible expense will be made on or before the last day of the Employee’s taxable year following the calendar taxable year in which the Termination Date occursexpense was incurred, and (IV) the right to reimbursement will not be subject to liquidation or exchange for another benefit. (C) Notwithstanding the foregoing provisions of this Section 3(a)(iii), in the event the Employee becomes reemployed with another employer and becomes eligible to receive medical and dental benefits similar to the benefits described herein from such employer, including co-payment amounts, the medical and dental benefit coverage provided for herein shall terminate. Benefit continuation provided pursuant to this Section 3(a)(iii) will be applied towards any continuation coverage to which the Employee is entitled pursuant to the Company provided medical and dental benefits plan.

Severance Benefits. (a) If In the Executive’s employment terminates by reason event of an Involuntary Termination in connection with or Constructive Termination (in either case, other than within 24 months after a Change in Control which occurs during the term of Control Termination)this Agreement, the Company shall, (1) pay to the Employee in a lump sum in cash within 25 business days after the Date of Termination an amount equal to the sum of (i) the Employee’s base salary for a period of 18 months at the rate of base salary in effect on the date of the Change in Control or the Date of Termination, whichever is greater, and (ii) the amount of the Employee’s prior year’s annual bonus multiplied by a fraction with a numerator of the number of days which have elapsed through the Date of Termination in the fiscal year in which the Date of Termination occurs and a denominator of 365; (2) provide to the Employee for 18 months following the Date of Termination, such health, dental and life insurance benefits as the Company will pay maintained for the Executive Employee at the Date of Termination on terms as favorable to the Employee as applied at the Date of Termination, or at the election of the Employee (or, notwithstanding the election of the Employee at the election of the Company if coverage under the Company’s group plan is not available to the Employee) cash in an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of premium cost being paid by the Termination Date (company with respect to the “Initial Salary Payment”) plus an amount equal to a maximum of six (6) months of his or her base salary Employee for any period beginning as of the 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) if the termination occurs benefits immediately prior to the payment Date of an annual cash incentive award from the prior completed year, Termination); (3) transfer to Employee title to the Company will pay owned vehicle currently used by 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus PaymentEmployee, if any, with the Current Year Bonus PaymentCompany paying all coats, licensing fees and taxes (excluding income taxes) associated with the Additional Bonus Payment are referred transfer of title, or in the event the Employee receives a monthly cash car allowance in lieu of use of a Company vehicle, the Company shall pay to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage Employee pursuant to Part 6 this paragraph an additional sum equal to 18 times the greater of Subtitle B the monthly car allowance in effect on the date of Title I the Change of Control or the Date of Termination; (4) and vesting of all of Employee’s outstanding stock options and/or restricted stock awards with the Company or its affiliates. The provision of any medical benefits under this Section 3(a) shall not extend to the period for the continuation of group health benefits under the COBRA health care continuation provisions of Section 601 of the Employee Retirement Income Security Act of 19741974 (“ERISA”( or other applicable state laws. Nothing herein shall diminish the right of the Employee to receive any earned and accrued bonus, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) months following the Termination Date (the “Initial COBRA Coverage”), plus any additional period during which the Executive is not eligible to participate in on a group medical plan of another employer other than the Company’s group medical planpro rata basis, for up the year in which Involuntary Termination occurs or to six (6) months following the first anniversary of the Termination Date, 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”, compensated for accrued but unused vacation and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Datesick time. (b) If as Notwithstanding any other provision of immediately prior this Agreement, if the value and amounts of benefits under this Agreement, together with any other amounts and the value of benefits received or to be received by the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has Employee in connection with a Change in Control would cause any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted amount to be nondeductible by the Company and that are subject or any of its subsidiaries for federal income tax purposes pursuant to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion Section 280G of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date Internal Revenue Code of 1986, as amended (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409ACode”), vesting will then amounts and benefits under this Agreement shall be accelerated only reduced (not less than zero) to the extent necessary so as to maximize amounts and the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, value of benefits to the Employee without causing any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted amount to become nondeductible by the Company or its subsidiaries pursuant to or by reason of Section 280G of the Code. The Employee shall determine the allocation of such reduction among payments and benefits to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedEmployee. (c) Subject Any payments made to Section 8 below, any Initial Salary Payment the Employee pursuant to this Agreement are subject to and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35thconditioned upon their compliance with 12 U.S.C. §1828(k) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursregulations promulgated thereunder.

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), Provided that you (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 first anniversary of the Termination Date during which the Executive has timely sign and do 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)revoke this Agreement, (ii) if the termination occurs prior to the payment of an annual cash incentive award from the prior completed year, the return all 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”)property, (iii) the Company will pay the Executive a pro rata amount of the Executive’s annual cash incentive award target provide all administrative information, including all login controls, regarding all accounts you used or accessed related to your work 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) otherwise comply with your obligations under this Agreement and your continuing obligations to the Executive will be eligible for outplacement assistanceCompany under Sections 15 and 16 of your Employment Agreement with the Company dated November 29, consistent with industry standards for similarly situated executive officers in the pharmaceutical industry, as determined by the Compensation Committee in its discretion 2023 (the “Outplacement Assistance”, collectively with the Salary Payment, the Aggregate Bonus Payment, and the COBRA Coverage, the “Cash Severance BenefitsEmployment Agreement”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only you shall be provided entitled to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date.following: a. Continuation of your Base Salary for a twelve (b12) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date month period (the “Extended Vesting DateSeverance Term”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month periodtotal amount of $450,000, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) amount shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular normal payroll practices. Payment will begin within 60 days following the Last Day of Employment, and any installments not paid between the Last Day of Employment and the date of the first payment will be paid with the first payment being made on payment. b. Subject to your copayment of premium amounts at the first regular payroll date applicable active employees’ rate and your proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided pay to the Executive hereunder extend beyond group health plan provider(s) or the December 31 of COBRA provider a monthly payment equal to the second year following monthly employer contribution that the calendar year in which the Termination Date occurs, and any reimbursement Company would have made to provide health insurance to you if you had remained employed by the Company until the earliest of Outplacement Assistance expenses paid by (A) the Executive will be paid no later than December 31 twelfth (12th) month anniversary of your Last Day of Employment; (B) your eligibility for group health plan benefits under any other employer’s group health plan; or (C) the cessation of your continuation rights under COBRA; provided, however, that if the Company reasonably determines that it cannot pay such amounts to the group health plan provider(s) or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above (such payments, if to you, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates). c. An amount equal to your Target Annual Bonus as defined in your Employment Agreement, prorated for the portion of the performance period that you were employed in 2024, payable within forty-five (45) days of your Last Day of Employment. d. Your time-based equity awards shall accelerate and vest with respect to the number of shares underlying the equity awards that would vest over the Severance Term had you remained employed for such Severance Term and any equity awards that are subject to performance-based vesting shall vest and become exercisable, if at all, subject to the terms of such equity awards. e. The Company will seek approval of the Board of Directors to extend the post-termination exercise period for all your outstanding stock options until July 19, 2025 (it being understood and agreed that if you exercise, at any time after the third year month following the calendar year in which the Termination your Last Date occursof Employment, any of such stock options that would otherwise qualify as incentive stock options, shall automatically cease to be incentive stock options and shall automatically become and be treated as non-qualified stock options for purposes of United States federal and state income taxes).

Severance Benefits. So long as you do not revoke the release of claims set forth under “Release of Claims” below (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination“Release”), (ix) the Company will pay provide you with the Executive an amount equal to twelve (12severance payments and benefits contemplated by Section 8(c) months of his or her base salary, at the rate in effect as of the Termination Date (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 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 Employment Agreement (as such term is defined in Section 4 described more fully below), (ii) if the termination occurs prior to the payment 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”), (iiiy) the Company will pay make you a lump sum payment, no later than 15 days following the Executive a pro rata amount Separation Date, of $187,371, in lieu of notice under the Employment Agreement and certain foregone benefits, and (z) your unvested stock options and restricted stock units will not be forfeited as of the Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage Separation Date and will vest as of the year worked prior to date such Release becomes irrevocable, with such stock options remaining exercisable until the termination) earlier of the third anniversary of the Separation Date or expiration of the original term of the applicable stock option (the “Current Year Bonus Payment”(x), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”y), and (vi) the Executive will be eligible for outplacement assistancez), 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefitscollectively, the “Severance Benefits”). To You and we agree that the extent any TimeCompany’s obligations under the second subsection (i) to Section 8(c) of the Employment Agreement shall be satisfied by payments during the 18-Based Company Equity Awards are month period following the Separation Date at an annual rate equal to $579,800 (subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only potential reduction pursuant to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company proviso to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Datesubsection), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with that the Company’s regular payroll practices, with obligations under the first payment being made on the first regular payroll date second subsection (ii) to Section 8(c) of the Employment Agreement shall be satisfied by payments during such period at an annual rate equal to $61,641. If you revoke the Release, you and we agree that, notwithstanding anything to the contrary in the Employment Agreement or in any other agreement, you will forfeit your rights to the Severance Benefits. In addition, the Company agrees that (i) Section 8(d) of the Employment Agreement shall cease to have any application, and no payments to you shall be reduced pursuant thereto, (ii) as soon as practicable following the date that is twelve the Release becomes effective, it will make you a payment of $66,210 in full settlement of your accrued but unused vacation (12including floating holidays) months following through the Termination Separation Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid (iii) no later than December 31 of the third year 30 days following the calendar year date hereof, it will reimburse you for your reasonable attorneys’ fees incurred in which connection with the Termination Date occursnegotiation of this letter agreement, in an amount not to exceed $10,000.

Severance Benefits. Subject to Subsection 4(f) below, Participant shall be entitled to receive from the Company the Severance Benefits described in Subsections (a) If through (c) of this Section 4 if there has been a Change in Control and if, after a Change in Control and within the ExecutiveProtection Period (i) Participant’s employment by the Company shall be terminated by the Company without Just Cause, or (ii) Participant terminates employment with the Company for Good Reason. (a) Participant shall receive a lump sum cash payment in an amount equal to Participant’s Target Compensation. Notwithstanding the foregoing, the amount of such cash payment determined pursuant to this Section 4(a) shall be reduced by reason an amount equal to the aggregate amount of an Involuntary Termination any other cash payments in the nature of severance payments paid or Constructive Termination payable by the Company or any Subsidiary pursuant to any agreement, policy, program, arrangement or requirement of statutory or common law (in either case, other than a Change this Agreement or cash payments received in lieu of Control Terminationstock incentives). (b) Participant shall also be eligible for continuation coverage pursuant to Section 4980B of the Code (or any successor provision thereto) under the Company’s medical, dental and other group health plans, or successor plans as in effect from time to time; provided, however, that (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salaryshall reimburse Participant, at the rate on a monthly basis, for any costs incurred in effect as securing such continuation coverage that are in excess of the Termination Date (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 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 costs 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in the pharmaceutical industry, as determined incurred by the Compensation Committee in its discretion (the “Outplacement Assistance”, collectively with the Salary Payment, the Aggregate Bonus Payment, and the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, Participant immediately prior to the Termination Date, with respect Date to each Time-Based Company Equity Award, the Executive will vest obtain such coverage and (ii) such reimbursements shall in (i) the portion no event continue beyond a period of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date Date. (the “Extended Vesting Date”c) and (ii) an additional portion Participant shall also be eligible to have immediately vested, as of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Awards granted by the Company Equity Awards that remain outstanding following to Participant which as of the Termination Date have not yet vested according to their terms. (d) Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement or any other plan or agreement between Participant and eligible the Company would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits to vest hereunder will automatically terminate be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and further it being understood to the extent that nothing such reduction would result in an increase in the aggregate payment and benefits to be provided to Participant, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). If requested by Participant or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence shall be made by the Company’s independent accountants, at the expense of the Company, and the determination of the Company’s independent accountants shall be final and binding on all persons. The fact that Participant’s right to payments or benefits may be reduced by reason of the limitations contained in this subsection (bSection 4(d) shall extend the original expiration date not of itself limit or otherwise affect any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest other rights of Participant pursuant to this subsection Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section, Participant (bin Participant’s sole discretion) shall terminate be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this Section. The Company shall provide Participant with no consideration due all information reasonably requested by Participant to permit Participant to make such designation. In the Executive. event that Participant fails to make such designation within ten business days of receiving such information, the Company may effect such reduction in any manner it deems appropriate. (e) Notwithstanding anything to the contrary contained in this Agreement, any termination of employment of Participant or removal of Participant from the office or position in the plan Company that occurs prior to a Change in Control but which Participant reasonably demonstrates occurred at the request of a third party who had taken steps reasonably calculated to effect the Change in Control shall be deemed to be a termination or award agreement under which removal of Participant after a Change in Control for purposes of this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, Participant shall not be entitled to receive any Severance Benefits hereunder unless and until Participant has signed and returned to the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, a release in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally form prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to and the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedapplicable rescission period for such release has expired. (cg) Subject Participant shall not be required to Section 8 belowmitigate damages or the amount of Participant’s Severance Benefits by seeking other employment or otherwise, nor shall the amount of such payment be reduced by any Initial Salary Payment and Aggregate Bonus Payment to which compensation earned by Participant as a result of employment after the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date termination of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with Participant’s employment by the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If a. If, during the Executive’s employment terminates by reason term of this Agreement, an Involuntary Termination or Constructive occurs, provided that the Employee signs the release within the time provided for in the Notice of Termination (in either caseand satisfies any other applicable terms and conditions under the Notice of Termination and this Agreement, other than a Change of Control Termination), the Employee shall be entitled to the following compensation and benefits: (i) The Company shall pay Employee all Accrued Compensation; (ii) The Company shall pay Employee two point ninety- nine (2.99) times the Company will pay sum of (A) the Executive Base Amount and (B) the Bonus Amount; (iii) Employee shall receive all vested benefits earned under any Company-sponsored retirement or benefit plan in accordance with the terms of those plans; (iv) Employee shall receive an amount equal additional three (3) years of service credit added to twelve Employee's actual service with Dow for purposes of eligibility, vesting, and benefit accrual and three (123) months additional years of his age shall be added to the Employee's age at termination for purposes of calculating the appropriate age band for the additional three years of service credit or her base salary, any applicable early retirement factors. Such additional credit shall be subject to the regular plan limits and terms and conditions under the Company's various qualified and non-qualified retirement plans in which the Employee participates. The benefits to be credited or accrued under a qualified retirement plan pursuant to the preceding sentence shall be credited or accrued on the Employee's behalf under the corresponding non-qualified plan and shall be paid to the Employee in the same manner and at the rate in effect same time as of the Termination Date other benefits credited or accrued under such non-qualified plan are payable to Employee. (the “Initial Salary Payment”v) plus an amount equal Employee shall be eligible for comprehensive outplacement, tax and financial planning assistance up to a maximum of six (6) months of his or her base salary for any period beginning as of the 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than $50,000 payable by the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and . (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided Subject to the Executive if he or she has not secured newlast sentence of this Section 3(a)(vi), reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is for eighteen (18) months following the Employee's Involuntary Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares"Continuation Period"). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if shall continue on behalf of the Employee and the Employee's eligible dependents, the medical, dental and hospitalization benefits provided to other similarly situated Employees who continue in the employ of the Company does not so enter into such an agreement during such periodthe Continuation Period. The coverage and benefits (including deductibles, on the date that is twenty-four (24copays and employee contribution costs) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)3(a)(vii) may during the Continuation Period shall be exercised by no less favorable to the Executive until Employee and the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first Employee's dependents than coverage provided to occur other similarly situated active employees of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to The Company's obligation under this Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”3(a)(vi) shall be determined in accordance with cease as soon as Employee becomes eligible for another employer's medical, dental and hospitalization benefits during the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedContinuation Period. (cvii) Subject In the event severance benefits provided to Section 8 below, any Initial Salary Payment the executive exceed statutory thresholds and Aggregate Bonus Payment become subject to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of 20% "golden parachute excise tax," the Company following the thirtywill provide gross-fifth up protection for those executives subject to this tax. (35thviii) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid Long Term Incentives in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event performance shares and deferred shares will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, vest and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursdelivered as soon as administratively possible upon Involuntary Termination. Stock Options will vest immediately upon Involuntary Termination.

Severance Benefits. (a) If In the Executive’s employment terminates by reason event of an Involuntary a Company Termination or Constructive Termination (in either casea Good Reason Termination, other than a Change of Control Termination), the Participant shall receive the following: (i) A lump sum payment (payable within ten (10) days of termination or, if later, the day after expiration of the revocation period for the release per Section 7) for any accrued, unused vacation time, reduced by all applicable tax withholding requirements; (ii) A lump sum payment (payable within ten (10) days of termination or, if later, the day after expiration of the revocation period for the release per Section 7) equal to Participant’s then current target bonus amount. (iii) For the one (1)-year period immediately following Participant’s termination, continuation of Participant’s annual base salary in effect on the date of termination (or, if the termination is related to a material reduction in base salary per clause (i) of Section 4(b) below, then the Participant’s annual base salary in effect immediately prior to such material reduction) in the same manner that the Participant’s payroll is currently handled, less all appropriate withholding amounts and deductions. (iv) For the one (1)-year period immediately following the date of termination, continuation of all then-current welfare benefit programs in which the Participant participates on the date of Participant’s termination of employment, subject only to the Participant’s continued premium contributions at the same level as on the date of termination. Such one (1)-year period shall run concurrent with any applicable COBRA period. In the event that Participant is precluded by the terms of such programs or by law from participation following termination of employment, the Company will pay shall provide an equivalent benefit in the Executive an amount equal to manner it deems appropriate, or, in place of providing such benefit, the Company may make twelve (12) months of his or her base salary, at monthly cash payments to the rate in effect as Participant with each such payment equal to 130% of the Termination Date (the “Initial Salary Payment”) plus an amount equal monthly cost to a maximum of six (6) months of his or her base salary for any period beginning as of the 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 if the terms of Company were providing such benefit to the Separation Agreement Participant and the Participant’s employment had not terminated (as such term is defined determined in Section 4 below), (ii) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”discretion), less all appropriate withholding amounts and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Datedeductions. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If (A) during the Executive’s Initial Term of this Agreement, (x) the Companies terminate the employment terminates by of Executive for any reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination)Cause, death or Disability, or (y) the Executive terminates employment with the Companies for Good Reason, and (B) the Executive executes the Release as required in Section 5(c) hereof, the Executive shall receive the following benefits: (i) the Company will pay the Executive Cash in an amount equal to twelve the vested Retention Benefits under Section 4(b) hereof that have not been paid to Executive on or before the Date of Termination; (12ii) months of his or her base salary, at the rate Cash in effect as of the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum the sum of six (6A) months of his or her base salary for any period beginning as of Executive’s current Annual Base Salary (but no less than the first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment (the “Additional Annual Base 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) if the termination occurs prior to the payment 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 Effective Date) plus (the “Prior Year Bonus Payment”), B) Executive’s Average Annual Incentive Awards and Bonuses; and (iii) Cash payments in lieu of benefits (e.g., group insurance) in an amount equal to 22.5% of Executive’s Annual Base Salary. (b) If (A) during any Renewal Term of this Agreement, (x) the Company will pay Companies terminate the employment of Executive for any reason other than Cause, death or Disability, or (y) the Executive a pro rata amount of terminates employment with the Executive’s annual cash incentive award target Companies for the current year Good Reason, and (pro-rated based on the percentage of the year worked prior to the termination) (the “Current Year Bonus Payment”), (ivB) the Company will pay Executive executes the Release as required in Section 5(c) hereof, the Executive an additional shall receive the following benefits: (i) An amount equal to the Executive’s full annual cash incentive award target Annual Base Salary; (ii) An amount equal to the Executive’s Average Annual Incentive Award(s) and Bonus(es); (iii) Payment of the Executive’s monthly COBRA premiums for continued health and dental insurance coverage for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I shorter of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for following: (A) twelve (12) months following from the Termination Date of Termination; (B) until the Executive no longer has coverage under COBRA; or (C) until the Executive becomes eligible for substantially similar coverage under a subsequent employer’s group health plan; and (iv) Outplacement services that are customary to Executive’s position. (c) Executive understands and agrees that the payment of Cash Severance Benefits is subject to and conditioned upon the execution of the Release substantially in the form attached hereto as Exhibit “A” (the “Initial COBRA CoverageRelease”)) within twenty-two days after the Date of Termination without subsequent revocation by Executive within seven (7) days after execution of the Release. Subject to the foregoing, plus payment of the Cash Severance Benefits shall be made to Executive in cash or good funds in equal monthly installments during the Restricted Period in accordance with the normal payroll practices of PROASSURANCE in effect on the Date of Termination. The payment of the Cash Severance Benefits shall commence on the first payroll payment date following the expiration of thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such Cash Severance Benefits to the Executive shall be subject to termination as provided in Section 10 hereof in the event the Executive violates the covenants under either Section 8(a) or Section 9 hereof. The Companies shall withhold from any additional period during which amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. Notwithstanding the foregoing, if the Executive is not eligible a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), the payment schedule for Severance Benefits shall be modified or adjusted to participate in a group medical plan provide that no payments shall be made until the expiration of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary Date of Termination. In the event that payments are so delayed, a lump sum payment of the Termination Date, at accumulated unpaid amounts attributable to the same rate that six (6) month period shall be made to Executive on the Executive would 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 Section 409A of the Code by reason of their being separation pay upon an involuntary separation from service and their meeting the requirements and limitations of the regulations under the above referenced Code section. In no event shall the aggregate amount of Severance Benefits be required to contribute toward reduced as a result of such coverage if he modification or she were actively employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverageadjustment. For purposes of Code Section 409A, the “COBRA Coverage”), and right to the series of installment payments is to be treated as the right to receive a series of separate payments. (vid) the Executive will be eligible for The outplacement assistance, consistent with industry standards for similarly situated executive officers services included 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only Benefits shall be provided to the Executive if he or she has promptly after the execution of the Release but not secured new, reasonably similar full-time employment later than the end of the calendar year following the year in which the Date of Termination Dateoccurred. (be) If as of immediately prior The Executive shall be entitled to the time following in addition to and not in limitation of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in Severance Benefits: (i) the portion accrued and unpaid base salary as of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and of Termination; (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested accrued vacation and sick leave, if any, on the next regular vesting date Date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest Termination in accordance with the immediately preceding sentence then current policy or plan of this Section l(bthe Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies’ employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall remain outstanding following the Termination Date (but shall not continue to vest be paid or provided for in accordance with the terms of said employee benefit plans. (f) Executive shall not be entitled to receive Severance Benefits if employment with the applicable award agreementCompanies is terminated by reason of death or Disability of Executive (except that Executive shall be entitled to receive any unpaid Retention Payments as provided in Section 4(c) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreementhereof); it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date or by reason of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held termination of employment by the Executive as without Good Reason; or by reason of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised termination of employment by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together Companies with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedCause. (cg) Subject The Executive shall be under no duty or obligation to Section 8 belowseek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under this Agreement by seeking employment or otherwise; provided, any Initial Salary Payment and Aggregate Bonus Payment to which however, that the Executive is entitled hereunder will shall be paid in a lump sum on required to notify the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which Companies if the Executive is entitled hereunder will be paid in the form of salary becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance coverage provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursunder this Agreement shall cease.

Severance Benefits. Subject to the provisions of Paragraph 10 hereof, in the event: (a) If Employee shall terminate his employment under Paragraph 8(d) as a result of any of the Executive’s employment terminates by reason of an Involuntary Termination following events occurring on or Constructive Termination (in either case, other than a Change of Control Termination), after the Effective Date: (i) any failure to elect or reelect or to appoint or reappoint Employee to the Company will pay the position of Executive an amount equal Vice President, General Counsel and Secretary of Employer serving as chief legal counsel, unless agreed to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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), by Employee; (ii) if the termination occurs prior to the payment of an annual cash incentive award any material diminution by Employer in Employee’s function, duties, responsibility, importance, or scope from the prior completed yearposition and attributes thereof described in Paragraph 3 hereof unless agreed to by Employee, 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 any change in location of the Company principal offices of Employer outside the metropolitan Atlanta, Georgia, area, or any requirement that Employee perform substantially all of his duties outside the metropolitan Atlanta, Georgia, area (the “Prior Year Bonus Payment”and any such material diminution or relocation of Employer or Employee shall be deemed a continuing breach of this Agreement), ; (iii) the Company will pay the Executive a pro rata amount liquidation or dissolution 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”), Employer; or (iv) any other material breach of this Agreement by Employer which shall not be cured within thirty (30) days after receipt of written notice of same from Employee; (b) Employee’s employment shall be terminated by Employer without Cause under Paragraph 8(d); or (c) Employee’s employment terminates under Paragraph 8(f), then Employer shall immediately pay in cash to Employee the Company will pay the Executive an additional amount equal to the Executivesum of: (1) one hundred fifty percent (150%) of Employee’s full then-effective annual cash incentive award target for the current year Base Salary; and (the “Additional Bonus Payment”2) one hundred fifty percent (collectively150%) of Employee’s Bonus, as hereinafter defined. For purposes of this Paragraph 9, the Prior Year Bonus Payment, term “Bonus” shall mean the annual bonus (if any, ) actually paid by Employer to Employee during the Current Year Bonus Paymentcalendar year preceding the calendar year in which termination of employment occurs, and the Additional Bonus Payment are referred to term “Bonus” shall not include any “Stay Bonus,” as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers defined in the pharmaceutical industryKERP, as determined by the Compensation Committee in its discretion (the “Outplacement Assistance”, collectively with the Salary Payment, the Aggregate Bonus Payment, and the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stockoption, restricted stock units or other equity awards granted by similar award, or any other extraordinary bonus. Subject to Paragraph 10, such payment shall be made in a lump sum payment on the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) thendate of Employee’s separation from service, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest as defined in (i) the portion Section 409A of the Time-Based Company Equity Award that would otherwise have vested had Internal Revenue Code and the Executive remained employed with the Company through the date that is Treasury Regulations thereunder (or within 30 days thereafter). In addition, Employer shall continue to provide to Employee, for a period of eighteen (18) months following from said termination, the Termination Date (benefits enumerated in Paragraph 6(a). Notwithstanding anything in the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal Agreement to the portion that would have vested on contrary, in the next regular vesting date event Employee obtains a full-time position with the Employer or any of such Time-Based Company Equity Award its subsidiaries or affiliates after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring execution of this Agreement but prior to the Extended Vesting Date last day on which severance benefits are due under this Agreement, Employee understands and agrees that all severance benefits will cease immediately and that all liabilities and obligations of the Employer hereunder shall terminate. If Employer terminates Employee’s employment hereunder for Cause, Employee shall receive no severance benefits under this Paragraph 9. Effective as of the Effective Date, Employee waives and releases any and all rights and claims against the Employer or Reorganized Employer (oror any Affiliate or Reorganized Affiliate), if no prior vesting date has occurredor the KERP, from to any severance benefits under the grant date of such Additional AwardsKERP. Nothing herein shall affect Employee’s right to receive any “Stay Bonus” (as defined in the KERP”) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms and conditions of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedKERP. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. Provided that within twenty-one (21) days following Executive’s receipt of this Agreement, Executive delivers to the Company a fully executed copy of this Agreement and permits it to become effective in accordance with its terms, and provided that Executive complies with and performs all material terms of this Agreement, the Company agrees to pay or provide Executive with the following payments and benefits as severance benefits: (a) If Severance pay in the total amount of Four Hundred and Sixty-Four Thousand, Nine Hundred and Seventy-Two Dollars ($464,972), which is equal to one (1) year of Executive’s employment terminates by reason salary as of an Involuntary the Termination Date, less applicable withholdings required to be so deducted or Constructive withheld under applicable law, to be paid to Executive in one lump sum payment on December 31, 2019 (the 60th day following the Termination Date); (b) A payment in either case, other than a Change the amount of Control TerminationNinety-Nine Thousand and Eighteen Dollars ($99,018), equivalent to the average annual bonus earned by Executive in the two most recent fiscal years ending prior to the Termination Date, to be paid to Executive in one lump sum payment on December 31, 2019 (ithe 60th day following the Termination Date); (c) A payment in the Company will pay the Executive amount of Twenty-Two Thousand, Seven Hundred and Eighty-Six Dollars and Sixty-Two Cents ($22,786.62), equivalent to an amount equal to estimated twelve (12) months of COBRA costs for Executive and his dependents and grossed up for applicable tax withholdings required to be deducted or her base salarywithheld under applicable law, to be paid to Employee in one lump sum payment on the Company’s first regularly scheduled payday after the Effective Date; and (d) Immediate vesting of any equity compensation awards granted by the Company (a) that were otherwise scheduled to vest within six months after the termination date for all awards that have a monthly or quarterly vesting schedule and (b) that were otherwise scheduled to vest at the rate in effect as next vesting date for all awards that have an annual vesting schedule (which, for the avoidance of doubt, shall not include any awards under the Termination Date Company’s Long Term Performance Plan (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 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 PaymentLTPP”), provided that ). (e) Through 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first sixth anniversary of the Termination Date, the Company shall maintain coverage for the Executive as a named insured on all directors’ and officers’ insurance maintained by the Company for the benefit of its directors and officers on at least the same rate that basis as all other covered individuals and provide the Executive would be required with at least the same corporate indemnification as it provides to contribute toward such coverage if he or she were actively employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Dateother senior executives. (bf) If as Reimbursement of immediately prior outplacement assistance for Executive of up to $5,000, provided that Executive submits proof of such costs to the time Company. Executive acknowledges and agrees that the severance benefits afforded under this Section 5 exceed what Executive is otherwise entitled to receive, and are in lieu of any other compensation or benefits to which Executive otherwise might be entitled, and payment of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that severance benefits is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance conditioned upon Executive’s compliance with the terms of the applicable award agreement) this Agreement. Executive further acknowledges and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, agrees that the Company enters into a Definitive Agreement; it being understood that if shall withhold from the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date payments and eligible to vest hereunder will automatically terminate and further it being understood that nothing benefits described in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock optionAgreement all taxes, which shall continue including income and employment taxes, allowed to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan be so deducted or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required withheld under applicable law, in which case such lump-sum . Executive agrees that Executive shall be solely responsible for any taxes that may be due and owing by Executive as a result of any payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursmonies under this Agreement.

Severance Benefits. Provided Employee is in compliance with Paragraph 4(b)(viii) hereof, Company will pay or provide the following severance benefits to Employee in lieu of any separation payments otherwise provided upon termination of employment under any other severance pay or similar plan or policy of Company: (i) Twelve (12) consecutive monthly payments each equal to one-twelfth (l/12th) of Employee’s annual basic compensation in effect immediately prior to Employee’s termination; (ii) Twelve (12) consecutive monthly payments each equal to one twelfth (l/12th) of the higher of (a) If Employee’s discretionary bonus for the Executiveprevious calendar year, or (b) the average of Employee’s employment terminates by reason of an Involuntary Termination discretionary bonus for the previous three (3) calendar years (or Constructive Termination (in either case, other than a Change of Control Terminationsuch fewer calendar years as Employee has been employed), in each case prorated to the date of Employee termination. (iiii) For the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Datedate of termination of Employee’s employment, Company will maintain in full force and effect for the Company enters into continued benefit of Employee each employee benefit plan in which Employee was a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on participant immediately prior to the date that of Employee’s termination, unless an essentially equivalent and no less favorable benefit is twenty-four (24) months following provided by a subsequent employer at no additional cost to Employee. If the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date terms of any Time-Based Equity Award that employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company’s cost) a benefit substantially similar to and no less favorable than the benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is a stock optionnot applicable to any car, car phone, parking and club dues, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The accelerationbenefits, if any, end upon Employee’s date of any vesting termination of any outstanding unvested stock optionsemployment.) (iv) For the twelve (12) month period following the date of termination of Employee’s employment, restricted stock, restricted stock units Company will treat Employee for all purposes as an Employee under all of Company’s retirement plans in which Employee was a participant on the date of termination of Employee’s employment or other equity awards granted by under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the Company “Plan”). Benefits due to Employee under the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) Plan shall be determined in accordance with computed as if Employee had continued to be an Employee of Company for the twelve (12) month period following termination of employment. If under the terms of the plan and award agreement under which Plan such continued coverage is not permitted, Company will pay to Employee or Employee’s estate a supplemental benefit in an amount which, when added to the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive benefits that Employee is entitled hereunder will be paid in a lump sum on to receive under the first regular payroll date Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case during such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months month period. (v) If any excise tax imposed under Internal Revenue Code Section 4999 or any successor provision, as amended after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4 (c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4 (c) whether or not Employee obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4(c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or Employee’s account as of the Termination Dateeffective date of termination. (vii) Company may elect to defer any payments that may become due to employee under this Paragraph 4(c) if, at the time the payments become due, Company, or any of Company’s other subsidiaries is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause Company’s, or any of Company’s other subsidiaries’ capital to fall below such minimum capital requirements. In no event this event, Company will any Outplacement Assistance provided to resume making the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurspayments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. Notwithstanding anything to the contrary in this Agreement contained, it is agreed and understood as follows: (aA) If Upon the Executive’s employment terminates termination of this Agreement by reason of an Involuntary Termination or Constructive Termination (in either case, the Company for other than Cause or by the Employee for Good Reason, as such terms are defined herein (i) the Company shall then pay the Employee a Change lump-sum severance payment equal to one (1) year's then Base Salary and thereafter for one (1) year fringe benefits to be paid in the usual and customary manner in accordance with the terms of Control Termination)this Agreement, and (ii) all stock options granted by the Company to the Employee (whether hereunder or otherwise) to the extent not previously vested shall thereupon vest. (B) In the event of death, the Company shall then pay the Employee's estate a lump-sum severance payment equal to three (3) month's then Base Salary and thereafter for three (3) month's fringe benefits to be paid in the usual and customary manner in accordance with the terms of this Agreement to Employee's family to the same extent as they would benefit if he were alive, and (ii) all stock options granted by the Company to the Employee (whether hereunder or otherwise) to the extent not previously vested shall thereupon vest through the next following vesting date. (C) In the event of disability, (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to shall continue to participate in its group medical plan for twelve (12) 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 another employer other than until the Company’s group medical plan, for up 's long-term disability insurance commences the Employee's Base Salary and fringe benefits to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers paid 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, usual and the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest customary manner in accordance with the terms of the applicable award agreement) this Agreement, and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such all stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards options granted by the Company to the Executive subject Employee (whether hereunder or otherwise) to the extent not previously vested shall thereupon vest through the next following vesting date. (aD) both time- and performance-based vesting criteria If the Employee is terminated for Cause or withdraws from the Company for other than Good Reason then, in any of such cases: (bi) solely performance-based vesting criteria the provisions of Article 3.6(A) (clauses (aB) and (b)C) shall not apply, collectively, “Performance-Based Company Equity Awards”shall be null and void, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) Employee shall not be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject entitled to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date)severance payments, and any Additional Salary Payment (ii) the Employee's unvested stock options will cease to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursvest.

Severance Benefits. The parties agree that Employee has been separated from service for a reason covered by the Company’s Executive Severance Plan (aand that receipt of this Agreement shall serve as a “Notice of Termination” as described therein) If and, thus, Employee is entitled to the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay benefits available under the Executive an amount Severance Plan. Employee will also receive certain additional benefits set forth below. All of these benefits are provided for future services or the performance of or adherence to future obligations. The Company agrees to provide Employee with the following (collectively, the “Severance Benefits”): (A) Severance Pay equal to twelve (12) months a continuation of his or her base salary, at the rate in effect Employee’s regular base pay as of the Termination Date (the “Initial Salary PaymentSeverance Pay”), payable in accordance with standard Company payroll procedures for Twenty-Four (24) plus months (the “Severance Period”). The Severance Pay shall be subject to withholding and deductions required by federal, state, and local taxing authorities with each installment. In the event that Employee accepts re-employment with Scotts during the Severance Period, Scotts’ obligation to continue making severance payments will cease as of the date re-employment begins. The Severance Pay shall begin to be paid on the first payroll date following the Termination Date. _/s/BWS/DS_ Initials (B) In lieu of outplacement services, a lump sum payment with the first installment of Severance Pay. The lump sum shall be in the amount of Twenty-Four Thousand Dollars ($24,000.00) and it shall be subject to withholding and deductions required by federal, state, and local taxing authorities with each installment. (C) A Benefit Payment as set forth in this subparagraph. Employee shall be eligible to elect COBRA continuation benefits as to medical, dental and vision insurance benefits, and participation in the Employee Assistance Program as provided by applicable law. At the time each payment of the Severance Pay is made pursuant to paragraph 1A, the Company shall also pay Employee an amount equal to the COBRA premium charged by the Company to terminated employees minus the premium Employee paid as an active employee for the benefits for which Employee was enrolled on the Termination Date, all calculated at the rates in effect at the Termination Date (a “Benefit Payment”). This Benefit Payment will be made for each month starting with the month following the Termination Date for the length of the Severance Period, up to a maximum of six eighteen (618) months of his or her base salary months. This payment shall be subject to any applicable withholding and deductions required by federal, state, and local taxing authorities. (D) An Enhanced Bonus Amount equal to two times the Employee’s Target Bonus Opportunity for the fiscal year ending September 30, 2015. This Enhanced Bonus Amount is more than Employee would receive under the Executive Severance Plan and is provided in part as consideration for Employee’s compliance with post-employment obligations including any period beginning as of non-competition, non-solicitation and confidentiality obligations. The Enhanced Bonus Amount shall be paid in two equal installments. The first installment shall be paid on the first payroll date following the first year 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 Employee has continued to comply with all of his covenants and obligations under this Agreement until the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms date of the Separation Agreement (as such term is defined in Section 4 below), (ii) if the termination occurs prior to the payment 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 payment. The second installment shall be paid on the first payroll 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first second year anniversary of the Termination DateDate provided that Employee has continued to comply with all of his covenants and obligations under this Agreement until the date of payment. These payments shall be subject to any applicable withholding and deductions required by federal, 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”state, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Datelocal taxing authorities. (bE) If as of immediately prior to Confirming the time of vesting in the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards and related dividend equivalents granted by to Employee on January 31, 2014, to the Company and that are subject to extent not previously vested. This vesting solely based shall occur on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that and is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) agreement evidencing such award. Such restricted stock units and shall vest immediately ifrelated dividend equivalents will be settled in accordance with, within the twenty-four (24) month period following the Termination Dateand subject to, the Company enters into a Definitive Agreement; it being understood that if terms of the Company does not so enter into agreement evidencing such an agreement during such period, on the date that is twenty-four awards. _/s/BWS/DS_ Initials (24F) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary Vesting in the plan Employee’s Performance Unit Awards, and related dividend equivalents, granted on January 18, 2013 and on January 31, 2014. The Company acknowledges that the performance criteria, but not the service criteria, for both of these awards has already been or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive will be met as of the Termination Date (after taking into account Date. This vesting shall occur as of the accelerated third anniversary of the respective grant and will be settled in accordance with, and subject to, the terms of the agreements evidencing such awards. This vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months contingent upon Employee executing after the Termination Date a supplemental release in substantially the same form as Exhibit 1. The Severance Benefits described herein (orincluding all payments described in this Paragraph 1 (A)-(F)) shall be the only amounts paid by or on behalf of Company, and no interest on this amount shall be paid. Employee acknowledges and agrees that any outstanding equity awards will be governed by the terms of the respective award agreements and the Company’s Long Term Incentive Plan. Employee acknowledges and agrees that the benefits described above are the benefits payable to Employee pursuant to the Executive Severance Plan plus the additional benefits in Paragraph 1(E) – (F)), and that he is not entitled to any other benefits under the Executive Severance Plan or any other plan or agreement. Employee otherwise acknowledges hereby the receipt of all wages and other compensation or benefits to which Employee is entitled as a result of Employee’s employment with Company through the Effective Date. Employee acknowledges and agrees that all Severance Benefits paid must be repaid and the payment of any future Severance Benefits, if any, will cease in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twentyEmployee has breached any post-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first employment obligations owed to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts , including but not limited to consummate the Change of Control contemplated by such Public Announcement those set forth in any non-competition, non-solicitation or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted confidentiality provision signed by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedEmployee. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If you choose to sign and return this Agreement within the Executive’s employment terminates required time period, you do not revoke your acceptance within 7 days after you execute it and you abide by reason the other terms of an Involuntary Termination or Constructive Termination (in either casethis Agreement, other than a Change of Control Termination), the Company agrees to pay and provide you the following: ​ (i) the Company will pay the Executive an amount of $525,000, which is equal to twelve (12) months of his or her base salary, at your Base Salary (as defined in the rate in effect as of the Termination Date (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 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 Employment Agreement (as such term is defined in Section 4 below), (ii) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of effect immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Separation Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid payable in a single lump sum on the first regular payroll date of after the Effective Date (defined below); (ii) if you timely elect COBRA coverage, the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event will pay your COBRA premiums for COBRA coverage for a period of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event Separation Date (the “Severance Period”); (iii) all of your outstanding, unvested Company equity awards, as set forth on Exhibit A, will any Outplacement Assistance provided vest to the Executive hereunder extend beyond extent that such awards would have vested over the December 31 of the second year twelve (12) month period following the calendar year in which the Termination Separation Date occurs, and any reimbursement had you remained continuously employed by the Company during such period; (iv) notwithstanding the terms of Outplacement Assistance expenses paid by any grant agreements with respect to equity awards set forth on Exhibit A that are stock options, you shall have up to one hundred and eighty days (180) after the Executive Separation Date to exercise such options (to the extent ​ ​ ​ ​ vested or are considered vested pursuant to the foregoing clause (iii) of this section 2); and (v) during the Severance Period, the Company will be paid no later than December 31 continue to pay the amount of any life insurance and long-term disability insurance premiums that the third year following Company was paying on your behalf prior to the calendar year Separation Date. ​ You acknowledge that you are not otherwise entitled to these severance benefits or any other separation pay or benefits under the Amended and Restated Employment Agreement (“Employment Agreement”), dated as of September 20, 2022, between you and the Company or under any severance policy, plan, program, agreement or otherwise and that the Company would not agree to provide you with the foregoing severance benefits without your general release of claims and other promises in which this Agreement. You also agree that the Termination Date occurs.foregoing severance benefits constitute good and valuable consideration for your general release of claims and other promises in this Agreement. ​

Severance Benefits. (a) If the Subject to (x) Executive’s employment terminates by reason execution of an Involuntary Termination or Constructive Termination the general waiver and release of claims attached hereto as Annex A (the “Release Agreement”) and the occurrence of the Release Effective Date (as defined in either case, other than a Change of Control Terminationthe Release Agreement), which such Release Agreement must become effective and irrevocable no later than thirty (30) calendar days following the date of this Agreement and (y) Executive complying with the terms of the Continuing Obligations (as defined below) (each of clauses (x) and (y) , collectively, the “Severance Conditions”), then Executive shall receive the following payments and benefits (the “Severance Benefits”): (i) the Company will pay the Executive a lump sum cash payment in an amount equal to twelve $2,754,000 in the aggregate, which represents two (122) months times the sum of his or her (A) Executive’s annual base salarysalary and (B) Executive’s target annual cash bonus, at the rate in each case as in effect as of immediately prior to the Termination Date Separation Date, which such amount shall be payable within twenty (20) days following her execution of this Agreement, provided she has not revoked the “Initial Salary Payment”Agreement pursuant to Section 4 of the attached General Waiver and Release Agreement; (ii) plus a lump sum cash payment in an amount equal to the product of (A) the annual cash bonus that Executive would have been entitled to receive in respect of the Company’s 2023 fiscal year based on actual achievement against the applicable performance objectives and (B) a maximum fraction (x) the numerator of which is the number of days elapsed in the Company’s 2023 fiscal year prior to (and including) the Separation Date and (y) the denominator of which is 365, which such amount shall be payable no later than March 15, 2024; (iii) payment of the unpaid portion of Executive’s Spinoff Bonus Award (as set forth in the Spinoff Bonus Letter) ($250,000), payable within twenty (20) days following her execution of this Agreement, provided she has not revoked the Agreement pursuant to Section 4 of the attached General Waiver and Release Agreement; (iv) a lump sum cash payment in an amount equal to $280,000, representing additional consideration agreed by Executive and the Company, payable within twenty (20) days following her execution of this Agreement, provided she has not revoked the Agreement pursuant to Section 4 of the attached General Waiver and Release Agreement; and (v) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall provide Executive with continued coverage through the two (2)-year anniversary of the Separation Date under any health, medical, dental or vision program or policy maintained by the Company in which Executive (and her eligible dependents, as applicable) participated in as of Separation Date, to the extent permitted under applicable law and the terms of such program or policy; provided, however, that Executive shall be solely responsible for any taxes incurred in respect of such coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 3(a)(iv) (including by providing, in lieu of such continuation coverage or to the extent that the COBRA continuation period expires, a lump sum cash payment equal to the value for Executive of the continuation coverage provided herein) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, in the event Executive obtains other employment that offers group health benefits, such continuation coverage by the Company under this Section 3(a)(iv) shall immediately cease (and Executive agrees to promptly notify the Company if Executive is offered group health benefits from any subsequent employer following the Separation Date); provided further that the Company will make a lump-sum payment to Executive of $7,028 in lieu of the final six (6) months of his or her base salary for any period beginning as the Company’s portion of the first anniversary COBRA premiums within twenty (20) days following her execution of this Agreement, provided she has not revoked the Agreement pursuant to Section 4 of the Termination Date during which the Executive attached General ▇▇▇▇▇▇ and Release Agreement. Within twenty (20) days following her execution of this Agreement, and provided she has not secured new, reasonably similar full-time employment (revoked the “Additional Salary Payment” and together with the Initial Salary Payment, the “Salary Payment”), provided that the Executive seeks Agreement pursuant to obtain such new employment and keep the Company informed thereof, consistent with the terms Section 4 of the Separation Agreement (as such term is defined in Section 4 below), (ii) if the termination occurs prior to the payment of an annual cash incentive award from the prior completed yearattached General Waiver and Release Agreement, the Company will pay reimburse Executive for the Company’s share of COBRA premiums for the months of May, June, July, August, and September 2023 that Executive such unpaid award has paid since her Separation Date (estimated to be $5,856.35 in total); (vi) a lump sum cash payment of $20,000 to be used for outplacement services, payable within 20 days following her execution of this Agreement, provided she has not revoked the Agreement pursuant to Section 4 of the attached General Waiver and Release Agreement; (vii) any equity incentive awards in respect of common shares of BHC previously granted to Executive pursuant to the extent Bausch Health Companies, Inc. Amended and Restated 2014 Omnibus Incentive Plan and the Executive would have received such applicable award should he or she have been employed on the date such awards agreements thereunder that are paid to the rest outstanding as 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 immediately prior to the termination) Separation Date shall be treated in accordance with their existing terms (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal including in accordance with any applicable provisions relating to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”retirement treatment). For the avoidance of doubt, as stated in the Additional Salary Payment and BHC Equity Documents, Executive’s BHC options will expire two years after the Additional COBRA Coverage will only be provided to Separation Date, except for Executive’s 2016 BHC options which were granted at the Executive if he or she has not secured newtime of her hire, reasonably similar full-time employment following the Termination Datewhich have a twelve month post Separation Date expiration date. (bviii) If with respect to the equity incentive awards in respect of common shares of the Company previously granted to Executive on May 5, 2022 in the form of founder restricted stock units (“Founder RSUs”) and founder stock options (“Founder Options” and, together with the Founder RSUs, the “Founder Awards”) pursuant to the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (the “B+L Equity Plan”) and the applicable award agreements thereunder (together with the B+L Equity Plan, the “B+L Equity Documents”) that are outstanding as of the Separation Date shall be subject to the treatment set forth in the applicable B+L Equity Documents and the Retention Letter; provided, however, that the Founder Awards shall continue to time vest until July 14, 2023, reflecting an additional 76 days of vesting of the Founder Awards beyond the Separation Date (for the sake of clarity, the effect of this provision is that a total of 33,075 Founder RSUs and 130,845 Founder Options shall be deemed to have met the time vesting conditions applicable to such Founder Awards as of the date hereof), subject in all other respects to the treatment set forth in the applicable B+L Equity Documents and the Retention Letter; and all remaining Founder Awards, other than the 33,075 Founder RSUs and 130,845 Founder Options deemed to have met the time vesting conditions applicable to such Founder Awards as of the date hereof as referenced in subparagraph (viii) above, shall be cancelled in accordance with the B+L Equity Documents. All remaining B+L Equity Awards (other than the Founder Awards described above) that were held by Executive as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Separation Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest shall be treated in accordance with the immediately preceding sentence existing terms of this Section l(bthe B+L Equity Plan and the applicable Equity Award Documents. (b) shall remain outstanding Executive acknowledges and agrees that Severance Benefits are being provided in full discharge of any and all liabilities and obligations of the Company and its subsidiaries and affiliates to Executive, monetarily or with respect to Executive’s employment, compensation or benefits. Executive further hereby agrees and acknowledges that on and following the Termination Date (but shall not continue Separation Date, subject to vest in accordance with the terms of this Agreement, Executive will only be entitled to receive the applicable award agreement) Accrued Compensation and shall vest immediately if, within the twenty-four Severance Benefits (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due subject to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as satisfaction of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination DateConditions), and Executive will not be entitled to receive, and hereby irrevocably waives any Additional Salary Payment and all rights or entitlements to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practicesreceive, with the first payment being made on the first regular payroll date of any other compensation or benefits from the Company following or any of its subsidiaries or affiliates arising under the date that is twelve Employment Agreement, the Spinoff Bonus Letter, the Retention Letter or under any other plan, agreement or arrangement or otherwise (12) months following the Termination Date. In no event will including, without limitation, any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occursseverance payments or benefits, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurscash bonuses or equity-based compensation).

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either caseIn addition, other than if a Change of in Control Termination)Severance Payment Event (as defined below) occurs, then the Company shall pay to Employee the Accrued Payments, and contingent upon Employee satisfying the Severance Conditions, the Company shall also provide Employee the following payments and other benefits (the “Change in Control Severance Package”): (i) the Company will pay the Executive Payment of an amount equal to twelve 2.5 times the sum of (12i) months Employee’s annual rate of his or her base salary, at the rate in effect Base Salary as of the Termination Date (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 first anniversary date of the Change in Control, whichever is greater, plus (ii) Employee’s Target STI Payment, calculated based on Employee’s Base Salary as of the Termination Date during which the Executive has not secured newor, reasonably similar full-time employment (the “Additional Salary Payment” and together with the Initial Salary Paymentif greater, the “Salary Payment”), provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms as of the Separation Agreement (as such term is defined date of the Change in Section 4 below)Control, (ii) if the termination occurs prior payable to the payment 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 Employee 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) months 30th day 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 lump sum payment; plus (ii) Payment of another employer other than a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s group medical planaudited financial statements for the applicable calendar year, for up to six but in no event later than March 31 (6or earlier than January 1) months of the calendar year following the first anniversary of calendar year to which such STI Payment relates; and (iii) The Company shall pay or reimburse on a monthly basis the Termination Date, at the same rate that the Executive would be premiums required to contribute toward such continue Employee’s group health care coverage if he or she were actively employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance a period of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following Employee’s Termination Date, under the Termination Date applicable provisions of COBRA, provided that Employee or his dependents, as applicable, elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the value of in-kind benefits, such health care continuation premiums shall be provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the month, and R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income; (iv) Provided, however, that the “Extended Vesting Date”sum of (i) and (ii) an additional portion above shall be reduced, but not below zero, by the sum of any actually benefits provided to Employee pursuant to Section 5(a)(i), (ii), or (iii) and any payments otherwise required pursuant to Section 5(a)(i), (ii), and (iii) shall not be made. Nothing in this Section 6 shall relieve the TimeCompany or any successor-Based Company Equity Award equal in-interest thereof of its obligation to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior continue, following any Change in Control, to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance provide Employee with the immediately preceding sentence compensation due pursuant to Section 3 of this Section l(b) shall remain outstanding following Agreement or to otherwise comply with its obligations hereunder in the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest event Employee’s service continues pursuant to this subsection (b) shall terminate with no consideration due to Agreement following the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration occurrence of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedControl. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If In the Executive’s event that the Employee's employment terminates with the Company is terminated by reason of an Involuntary Termination the death or Constructive Termination (in either case, other than a Change Permanent Disability of Control Termination), (i) the Employee or is terminated by the Company will pay without Just Cause or is terminated by the Executive Employee for Good Reason, the Employee shall be entitled to receive the following: a. a lump sum cash payment equal to 150% of the Employee's base salary for the calendar year immediately prior to such termination or, at the Employee's option, continuation of the Employee's salary during the Severance Period (which salary shall be no less than the amount of the Employee's salary as of February 15, 1997); b. payment of an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus PaymentEmployee's performance bonus earned, if any, for the Current Year Bonus Paymentfiscal year immediately preceding the Termination Date; c. continuation of coverage for the Employee and any dependents previously covered under the group health, group life, group long-term disability, individual long-term disability and similar group insurance plans, if any, maintained by the Additional Bonus Payment are referred Company, at no cost to as the “Aggregate Bonus Payment”)Employee, (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I until expiration of the Employee Retirement Income Security Act Severance Period (provided, that if such continued participation is precluded by the provisions of 1974, as amendedsuch plans or by applicable law, the Company will permit shall provide the Executive to continue to participate in its group medical plan for twelve (12) 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 Employee with comparable benefits of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”equal value), and (vi) the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in the pharmaceutical industry, as determined execution of this Agreement by the Compensation Committee in Employee shall not be considered a waiver of any rights or entitlements he may have under applicable law to continuation of coverage under the group health plan maintained by the Company; d. termination of any restrictions imposed by GreenGrass Holdings or its discretion Affiliates on the sale, transfer, or other disposition of SNSC's stock owned directly by the Employee or owned indirectly by the Employee through GreenGrass Management LLC or GreenGrass Holdings (the “Outplacement Assistance”, collectively with the Salary Payment, the Aggregate Bonus Payment, and the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided subject to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is Employee giving SNSC at least three (3) months following the Change business days advance notice of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts his intent to consummate the Change sell a certain number of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term shares of such stock and an option for SNSC to purchase all of said shares on the fourth (together with the accelerated vesting described above4th) business day after notice, the “Equity Severance Benefits” and together with purchase price of which shall be the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A highest closing price of the Code three (“Section 409A”3) preceding business days without deduction for brokerage commission or other expenses); e. full vesting of options to purchase stock of SNSC; and f. right to a redemption, vesting will be accelerated only to in the extent sole and absolute discretion of the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if anyEmployee, of any vesting or all options to purchase stock of any outstanding unvested SNSC that are vested in the Employee in exchange for a payment of cash in the amount of the value of such stock options, restricted stock, restricted determined by multiplying the applicable number of shares of common stock units or other equity awards granted covered by such options by the Company to difference between the Executive subject to (a) both time- then fair market value of such shares and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with exercise price for the terms of shares under the plan and award agreement under which the Performance-Based Company Equity Award was issuedstock options. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If In the Executive’s employment terminates event the Employee is terminated involuntarily by reason Company without Cause (excluding a termination as a result of an Involuntary Termination death or Constructive Termination Disability) or the Employee resigns for Good Reason, each as defined below, and provided the Employee executes and does not revoke a full release of claims with the Company (in either case, other than a Change of Control Termination), (isubstantially the form attached hereto as Exhibit A) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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 PaymentRelease”), provided that the Executive seeks Employee will be entitled to obtain such new employment and keep receive the Company informed thereof, consistent with the terms of the Separation Agreement severance benefits set out in subsections (as such term is defined in Section 4 belowi), (ii) if the termination occurs prior to the payment 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”), and (iii). (i) the Company will pay the Executive A cash payment in a pro rata amount lump sum (less any withholding taxes) equal to [12 months for Grade 15][15 months for Grade 16][16.5 months for Grade 17] of the Executive’s annual cash incentive award target for the current year base salary (pro-rated based on the percentage of the year worked as in effect immediately prior to the termination). (ii) (the “Current Year Bonus Payment”)In lieu of continuation of benefits, (iv) the Company will pay the Executive Employee shall receive a single lump sum payment in an additional amount equal to (x) 12 multiplied by (y) the ExecutiveEmployee’s full annual cash incentive award target monthly premium cost for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 the Consolidated Omnibus Budget Reconciliation Act of Subtitle B of Title I 1985, as amended (“COBRA”) based on the Employee’s benefit plan elections in place as of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary date of the Termination DateEmployee’s termination of employment, at the same rate that the Executive would which such amount shall be required payable in accordance with Section 3(c) whether or not Employee actually elects coverage pursuant to contribute toward such coverage if he or she were actively employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination DateCOBRA. (biii) If as the Employee’s employment terminates after the end of immediately a performance period for an annual bonus, but prior to the time date of the Involuntary Termination or Constructive Termination, as applicablepayment, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by Employee will be entitled to the Company and that are subject to vesting solely annual bonus for such completed performance period based on time (“Time-Based Company Equity Awards”) then, immediately prior to actual performance for such performance period as if the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested Employee had the Executive remained employed with the Company through the date that of payment of such annual bonus (such amount, if any, the “Annual Bonus”). (iv) If the performance metrics for the annual bonus for the fiscal year including the date of Employee’s termination of employment have been established as of the date of Employee’s termination of employment, Employee will be entitled to a pro-rated annual bonus for such fiscal year equal to (x) the annual bonus the Employee would have received based on actual performance for such fiscal year if the Employee had remained in the employ of the Company for the entire fiscal year multiplied by (y) a fraction, the numerator of which is eighteen (18) months following the Termination Date number of days the Employee was in the employ of the Company during the fiscal year including the date of Employee’s termination of employment and the denominator of which is 365 (the “Extended Vesting DatePro-Rated Bonus”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with Notwithstanding the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (orforgoing, in the event that of a Public Announcement is made or a Definitive Agreement is entered into during such twentychange of control of the Company between the date of the Employee’s termination of employment and the payment of the Pro-four (24) month periodRated Bonus, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur amount of the date that is three (3) months following Pro-Rated Bonus may be adjusted to reflect any truncation of the Change performance period with respect to the applicable fiscal year in connection with the terms set forth in the definitive agreement related to such change in control of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that (e.g., in the Company’s efforts to consummate event annual bonuses for the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A year of the Code (“Section 409A”change in control are truncated and paid out on a pro-rated basis as of the closing date), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The accelerationwith such adjustment, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms sole discretion of the plan and award agreement under which the Performance-Based Company Equity Award was issuedCompany. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If In the event of the Executive’s employment terminates by reason of an Involuntary 's Termination or Constructive Termination (in either case, other than a Upon Change of Control Termination)Control, Executive shall be entitled to the following separation benefits: (i) all salary, accrued but unused vacation earned through the Company will pay date of Executive's termination and Executive's target bonus for the Executive an amount equal to twelve year in which termination occurs, prorated through the date of Executive's termination; (12ii) twenty four (24) months of his or her base salary, at the rate Executive's Total Annual Earnings as in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Datetermination, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing less applicable withholding, paid in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and lump sum within thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandonedtermination of employment; (iii) all stock options and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject prior to the Change of Control shall become fully vested and immediately exercisable in full to the extent such stock options and restricted stock remain outstanding and unvested and/or unexercised at the time of such Termination Upon Change of Control. All stock options and restricted stock granted by the Company to the Executive prior to the Change of Control shall also become fully vested and, in the case of stock options, immediately exercisable in full if the acquiring company does not assume the stock options or restricted stock or does not substitute equivalent stock options or restricted stock upon a Change of Control; (aiv) both time- within fourteen (14) days of submission of proper expense reports by the Executive, the Company shall reimburse the Executive for all expenses reasonably and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together necessarily incurred by the Executive in connection with the Time-Based business of the Company Equity Awards, “Company Equity Awards”prior to his/her termination of employment; (v) shall be determined if Executive elects continued medical insurance coverage in accordance with the applicable provisions of federal law (commonly referred to as "COBRA"), the Company shall pay Executive's COBRA premiums for the duration of such COBRA coverage, or twenty-four (24) months, whichever is less; If Executive's medical coverage immediately prior to the date of termination included the Executive's dependents , the company paid COBRA premiums shall include such dependents. Notwithstanding the above, in the event (vi) Executive shall receive the benefits, if any, under the Company's 401(k) Plan and other Company benefit plans to which he may be entitled pursuant to the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedsuch plans. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. If, subsequent to a Change in Control, this Employment Agreement is terminated by the Corporation without Cause (and not for Disability), or by the Executive, for any reason, then the Executive shall be entitled to the following Severance Benefits in lieu of any other rights or alleged damages Subject to the terms and conditions contained herein: (a) If The Corporation shall pay the Executive’s employment terminates by reason Executive his full base salary through the date of an Involuntary Termination termination at the rate in effect at the time notice of termination is given (or Constructive Termination at the date of termination, if higher) and any bonus for a past calendar year that has not been awarded or paid to the executive under any Incentive Plan; (in either case, other than a Change of Control Termination), (ib) the Company will Corporation shall pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate annual incentive award earned by the Executive under any Incentive Plans in effect the calendar year ending as of the Termination December 31st immediately preceding the date of termination, pro rated to the Date of Termination. (the “Initial Salary Payment”c) plus an amount equal In lieu of any further salary payments to a maximum of six (6) months of his or her base salary for any period beginning as of the first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment (for periods subsequent to the “Additional Salary Payment” and together with the Initial Salary PaymentDate of Termination, the “Salary Payment”), provided that the Executive seeks Corporation shall pay as severance 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) if the termination occurs prior to the payment 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 lump sum amount equal to the Executive’s Executive Base Salary as of the date of the Change in Control (or at the date of termination, if higher) for a period of one (1) year; in addition, all Forty Thousand (40,000) NSQO from year one of the Employment Agreement and Twenty Thousand (20,000) NQSO from year two (2) will vest immediately. (d) Except as otherwise provided herein, any Severance Benefits payable under this paragraph shall be paid in full annual cash incentive award target for in a lump sum not more than sixty (60) days following the current year (date of termination. If the “Additional Bonus Payment”) (collectivelyCorporation shall default in the payment of any such sum when due, the Prior Year Bonus Payment, if any, interest shall accrue on the Current Year Bonus Payment, balance of the payments due hereunder at the rate of fifteen (15%) percent per annum and the Additional Bonus Payment are referred to as Corporation shall reimburse Executive for all costs and expenses incurred by him, including legal fees, in enforcing his rights under this Section 4(d). (i) If this Agreement is terminated on a date that is not at the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 end of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) months following the Termination Date (the “Initial COBRA Coverage”), plus any additional period during which a calendar year and if the Executive is not eligible entitled to participate in a group medical plan of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverageincentive compensation, the “COBRA Coverage”), and (vi) Corporation will not be obligated to pay the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, incentive compensation which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive due until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following after the date on which computation by the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A Corporation of the Code (“Section 409A”), vesting will amount which may be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issueddue. (cii) Subject The Executive shall not be required to Section 8 belowmitigate the amount of any payment contemplated herein (whether by seeking new employment or in any other manner), nor shall any Initial Salary Payment and Aggregate Bonus Payment to which such payment be reduced by earning that the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date may receive from any other source. (iii) The provisions of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date)this Agreement, and any Additional Salary Payment to payments provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish the Executive's existing rights, or rights which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date would accrue solely as a result of the Company following the date that is twelve passage of time, under any Incentive Plan, Benefit Plan, employment agreement or other contract, plan or arrangement. (12iv) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year Notwithstanding anything contained elsewhere in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursthis agreement.

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either caseIn addition, other than if a Change of in Control Termination)Severance Payment Event (as defined below) occurs, then the Company shall pay to Employee the Accrued Payments, and contingent upon Employee satisfying the Severance Conditions, the Company shall also provide Employee the following payments and other benefits (the “Change in Control Severance Package”): (i) the Company will pay the Executive Payment of an amount equal to twelve 1.5 times the sum of (12i) months Employee’s annual rate of his or her base salary, at the rate in effect Base Salary as of the Termination Date (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 first anniversary date of the Change in Control, whichever is greater, plus (ii) Employee’s Target STI Payment, calculated based on Employee’s Base Salary as of the Termination Date during which the Executive has not secured newor, reasonably similar full-time employment (the “Additional Salary Payment” and together with the Initial Salary Paymentif greater, the “Salary Payment”), provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms as of the Separation Agreement (as such term is defined date of the Change in Section 4 below)Control, (ii) if the termination occurs prior payable to the payment 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 Employee 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) months 30th day 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 lump sum payment; plus (ii) Payment of another employer other than a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s group medical planaudited financial statements for the applicable calendar year, for up to six but in no event later than March 31 (6or earlier than January 1) months of the calendar year following the first anniversary of calendar year to which such STI Payment relates; and (iii) The Company shall pay or reimburse on a monthly basis the Termination Date, at the same rate that the Executive would be premiums required to contribute toward such continue Employee’s group health care coverage if he or she were actively employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance a period of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following Employee’s Termination Date, under the Termination Date applicable provisions of COBRA, provided that Employee or his dependents, as applicable, elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the value of in-kind benefits, such health care continuation premiums shall be provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the month, and R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income; (iv) Provided, however, that the “Extended Vesting Date”sum of (i) and (ii) an additional portion above shall be reduced, but not below zero, by the sum of any actually benefits provided to Employee pursuant to Section 5(a)(i), (ii), or (iii) and any payments otherwise required pursuant to Section 5(a)(i), (ii), and (iii) shall not be made. Nothing in this Section 6 shall relieve the TimeCompany or any successor-Based Company Equity Award equal in-interest thereof of its obligation to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior continue, following any Change in Control, to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance provide Employee with the immediately preceding sentence compensation due pursuant to Section 3 of this Section l(b) shall remain outstanding following Agreement or to otherwise comply with its obligations hereunder in the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest event Employee’s service continues pursuant to this subsection (b) shall terminate with no consideration due to Agreement following the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration occurrence of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedControl. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. In consideration of the releases and representations made by Employee in this Agreement, and provided that Employee does not timely revoke acceptance of the Agreement as provided herein, Employer will provide Employee with the following consideration, to which Employee would not otherwise be entitled, as described in this Section 3. a. As severance, Employer will pay Employee a severance benefit of Two-Hundred and Fifty Thousand Dollars (a$250,000.00) less any required deductions or withholdings, to be paid to Employee in a lump-sum payment within forty-five (45) days of Employee’s execution of this Agreement. If Employee violates Sections 1, 5, 6, 7, or 11 of this Agreement at any time, Employee’s right to the Executive’s employment terminates severance benefit will be forfeited, and if the severance benefit was already paid, Employee agrees to immediately pay Employer the full amount of the severance benefit set forth in this section 3(a) as a liquidated damage on notice from Employer. b. Employer makes no representations to Employee regarding the taxability and/or tax implications of this Agreement and any payments made under it. Employee is solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, regardless of whether Employer should have contributed and withheld taxes from the amounts paid (including Social Security and Medicare). Employee agrees to defend, indemnify, reimburse and hold Employer harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on Employer by the Internal Revenue Service, the New York State Tax Department, or any other federal, state or local taxing authority by reason of an Involuntary Termination the payments made pursuant to this Agreement, the absence of withholdings and deductions made from those payments and/or Employee’s non-payment or Constructive Termination (in either case, other than a Change late payment of Control Termination), (i) the Company will pay the Executive an amount equal taxes due with respect to twelve (12) months of his that payments. Employee alone assumes all liability for all such amounts. The compensation and benefits under this Agreement are intended to comply with or her base salary, at the rate in effect as be exempt from Section 409A of the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum Internal Revenue Code of six (6) months of his or her base salary for any period beginning as of the 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 19741986, as amended, and the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) months following the Termination Date (the “Initial COBRA Coverage”)Treasury Regulations and other official guidance promulgated and issued thereunder, plus any additional period during which the Executive and this Agreement shall be administered and interpreted consistent with that intent. c. Employee agrees and acknowledges that Employee is not eligible aware of, and has not asserted any claims of unlawful discrimination on any basis against Employer and that Employee is not entitled to participate in a group medical any other compensation, commissions, bonus, stock award or benefits of any kind or description from Employer, its employees, agents, representatives, successors, assigns, affiliates, parents, or related companies, or from or under any employee benefit plan of another employer or fringe benefit plan sponsored by Employer, its predecessors, successors, assigns, affiliates or related companies, other than as described in this Agreement, and except for vested benefits under any qualified retirement plans in which Employee participated. d. Employee acknowledges and agrees that by executing this Agreement, that upon receipt of payments described in Section 3, Employee has received all regular wages, employment related benefits, accrued and unused paid time off through the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Separation Date, at the same rate that the Executive would be required to contribute toward such coverage if he or she all of which were actively employed (the “Additional COBRA Coverage”paid in accordance with Employer’s regular payroll schedule and benefit policies and practices. The compensation Employee receives as part of this Agreement as outlined in this Agreement includes all compensation, commissions, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award payments that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal been owed to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on Employee pursuant to any incentive plan in which Employee was a daily basis from the last regular award vesting date occurring prior participant. Pursuant to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately ifthis Agreement, within the twenty-four (24) month period following the Termination DateEmployee is entitled to no other compensation, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such periodcommission, on the date that is twenty-four (24) months following the Termination Datebonus, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock optionaward, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issuedbenefit, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurscompensation.

Severance Benefits. (aProvided Employee is in compliance with ------------------ Paragraph 4(b)(viii) If hereof, Company will pay or provide the Executive’s following severance benefits to Employee in lieu of any separation payments otherwise provided upon termination of employment terminates by reason under any other severance pay or similar plan or policy of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), Company: (i) the Company will pay the Executive an amount Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination; (ii) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of the higher of (A) Employee's discretionary bonus for the previous calendar year, or (B) the average of Employee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), in each case prorated to the date of Employee's termination (iii) For the twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Datedate of termination of Employee's employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company enters into do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a Definitive Agreement; it being understood that if benefit substantially similar to and no less favorable than the benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to Employee's car phone, parking and club dues, which benefits end upon Employee's date of termination of employment.) (iv) For the twelve (12) month period following the date of termination of Employee's employment, Company does not so enter into such will treat Employee for all purposes as an agreement during such period, Employee under all of Company's retirement plans in which Employee was a participant on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan termination of Employee's employment or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into Employee would become eligible during such twenty-four twelve (24) month period, the later of (i) the expiration of such twenty-four (2412) month period or (ii) hereinafter referred to collectively as the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”"Plan"). To Benefits due to Employee under the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) Plan shall be determined in accordance with computed as if Employee had continued to be an Employee of Company for the twelve (12) month period following termination of employment. If under the terms of the plan and award agreement under which Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive benefits that Employee is entitled hereunder will be paid in a lump sum on to receive under the first regular payroll date Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case during such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months month period. (v) If any excise tax imposed under Internal Revenue Code Section 4999 or any successor provision, as amended after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4(c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4(c) whether or not she obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4(c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or her account as of the Termination Dateeffective date of termination. (vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4(c) if, at the time the payments become due, Company, Women's Bank or any of Company's other subsidiaries is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause Company's, Women's Bank's or any of Company's other subsidiaries' capital to fall below such minimum capital requirements. In no event this event, Company will any Outplacement Assistance provided to resume making the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurspayments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. Provided Employee is in compliance with ------------------ Paragraph 4 (ab) If (viii) hereof, Company will pay or provide the Executive’s following severance benefits to Employee in lieu of any separation payments otherwise provided upon termination of employment terminates by reason under any other severance pay or similar plan or policy of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), Company: (i) the Company will pay the Executive an amount Twelve (12) consecutive monthly payments each equal to one-twelfth (l/l2th) of Employee's annual basic compensation in effect immediately prior to Employee's termination; (ii) Twelve (12) consecutive monthly payments each equal to one-twelfth (1/12th) of the higher of (A) Employee's discretionary bonus for the previous calendar year, or (B) the average of Employee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), in each case prorated to the date of Employee's termination; (iii) For the twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Datedate of termination of Employee's employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company enters into do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a Definitive Agreement; it being understood that if benefit substantially similar to and no less favorable than the benefit Employee was entitled to receive under such plan at the end of the period of coverage.(This provision specifically is not applicable to Employee's automobile and club dues, which benefits end upon Employee's date of termination of employment.) (iv) For the twelve (12) month period following the date of termination of Employee's employment, Company does not so enter into such will treat Employee for all purposes as an agreement during such period, Employee under all of Company's retirement plans in which Employee was a participant on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan termination of Employee's employment or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into Employee would become eligible during such twenty-four twelve (24) month period, the later of (i) the expiration of such twenty-four (2412) month period or (ii) hereinafter referred to collectively as the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”"Plan"). To Benefits due to Employee under the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) Plan shall be determined in accordance with computed as if Employee had continued to be an Employee of Company for the twelve (12) month period following termination of employment. If under the terms of the plan and award agreement under which Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive benefits that Employee is entitled hereunder will be paid in a lump sum on to receive under the first regular payroll date Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case during such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months month period. (v) If any excise tax imposed under Internal Revenue Code Section 4999 or any successor provision, as amended after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4(c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4(c) whether or not he obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4(c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or his account as of the Termination Dateeffective date of termination. (vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4(c) if, at the time the payments become due, Company or Littleton Bank or any one of Company's other subsidiaries is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause Company's or Littleton Bank's or any of Company's other subsidiaries' capital to fall below such minimum capital requirements. In no event this event, Company will any Outplacement Assistance provided to resume making the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurspayments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect immediately prior to the Involuntary Termination or Constructive Termination, as of the Termination Date applicable (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 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) if the termination occurs prior to the payment 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”), (iiiii) 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”), (iviii) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (viv) 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 Executive to continue to participate in its group medical plan for twelve (12) months following the Termination Date date of the termination of the Executive’s employment (the “Initial COBRA Coverage”), plus any additional period during which the Executive is not eligible to participate in a group medical plan of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, ”) 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 Initial COBRA Coverage, the “COBRA Coverage”), and (viv) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as Notwithstanding the foregoing, any obligation of immediately prior the Company to provide the Severance Benefits is conditioned on the Executive’s (i) continuing through the Termination Date to perform his or her job duties satisfactorily and otherwise complying with the Company’s rules and policies, (ii) subject to Section 2 below, signing a separation agreement on terms and conditions satisfactory to the time Company, which separation agreement will contain among other terms a general release of claims (the “Release of Claims”) and that will incorporate and affirm the Executive’s compliance with his or her obligations under the Proprietary Information and Inventions and Noncompetition Agreement between the Executive and the Company (the “Restrictive Covenants Agreement”), and (iii) continuing to comply with his or her obligations to the Company and its affiliates that survive termination the Executive’s employment, including without limitation pursuant to the Restrictive Covenants Agreement. The Executive’s timely execution and non-revocation of the Involuntary Termination Release of Claims (other than as provided in Section 2 below) is a condition precedent to the Executive’s right to receive the Severance Benefits. The Release of Claims will create legally binding obligations on the part of the Executive, and the Company therefore advises the Executive to seek the advice of an attorney before signing the Release of Claims. The Executive’s compliance with the Restrictive Covenants Agreement is a condition precedent to the Executive’s right to retain the Severance Benefits, and the Executive will be required to disgorge any Severance Benefits received if he or Constructive Terminationshe breaches the Restrictive Covenants Agreement. (c) In the event that, as applicablein the determination of the Company, the Executive has Company’s provision of the COBRA Coverage as described in Section 1(a)(iii) above in could reasonably be expected to subject the Company to any outstanding unvested stock optionstax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, restricted stock, restricted stock units the “ACA”) or other equity awards granted could reasonably be expected to subject any highly compensated individual employed or formerly employed by the Company to adverse tax consequences under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or applicable regulations or guidance issued under the ACA or Section 105(h) of the Code, the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest work together in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed good faith, consistent with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (orrequirements for compliance with, if no prior vesting date has occurredor exemption from, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes restructure such benefit in a manner intended to result in a benefit that is or penalties under remains exempt from Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued.409A. (cd) Subject to Section 8 Sections 2 and 7 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If If, prior to the Executive’s employment terminates expiration of the Term, Employee is terminated by reason of an Involuntary Termination or Constructive Termination Employer (in either case, other than including a successor to Employer following a Change in Control) without Cause, or Employee terminates her employment for Good Reason, Employee shall, in lieu of Control Terminationany other severance benefits which might otherwise be available, be entitled to receive a one-time cash payment equal to the sum of (1), (i2), (3) the Company will pay the Executive an amount equal to twelve and (124) months of his or her below which shall be paid as soon as reasonably practical following such termination: (1) Two (2) years' base salary, salary at the highest rate in effect during the Term, plus two (2) times Employee's target annual incentive award for the year of the termination; (2) The target amount of any outstanding and unpaid long-term incentive awards previously made to Employee, as if they had fully vested, but reduced by any amount otherwise payable to Employee under the terms of any such award; (3) The value (as of the Termination Date date of termination) of all unvested and otherwise unpayable restricted stock (or other) awards previously granted to Employee under the “Initial Salary Payment”LTICP (as if performance criteria had been met to permit payment of 100% of the award); and (4) plus an amount equal to a maximum The unpaid portion of six (6the Accounts provided for in Section 4(e) months of his or her base salary for any period beginning above valued as of the first anniversary date of the Termination Date during termination. If Employee is terminated for Cause, she shall be entitled to receive her base pay through the date of such termination, pay in lieu of any unused vacation, and any vested accrued benefits to 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 she is entitled under the terms of the Separation Agreement (as such term is defined in Section 4 below), (ii) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, Employer's employee benefit plans and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Dateprograms. (b) If as For purposes of immediately prior to the time this Agreement, "Cause" shall mean any one of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in following: (i) the portion Employee's breach of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and her fiduciary duty to Employer in her capacity as an officer of Employer; (ii) an additional portion any action or failure to act on the part of the Time-Based Company Equity Award equal Employee which results in injury to the portion that would have vested on the next regular vesting date assets, business prospects or reputation of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of Employer or any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards Affiliate (as defined below); (iii) were issuedthe appropriation of a material business opportunity of Employer or any Affiliate, including attempting to secure or securing any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided personal profit in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is connection with any transaction entered into during such twenty-four (24) month period, the later on behalf of (i) the expiration of such twenty-four (24) month period Employer; or (iiiv) the first Employee's failure to occur perform her duties and responsibilities hereunder, including without limitation Employee's breach of the date that is three (3) months following the Change Employer's Code of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated Conduct or that the Company’s efforts to consummate the Change an express employment policy or rule of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedEmployer governing employee conduct. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) Purchaser shall assume and be responsible for severance compensation and benefits to each Employee who is not offered comparable employment by Purchaser or the Company will pay as of the Executive an amount Closing Date. Such severance compensation and benefits shall be equal to twelve (12) months the amount of his or her base salary, at the rate enhanced severance compensation and benefits the Employee would be entitled to under the Monsanto Company Separation Pay Plan in effect as of the Termination Date (Closing Date, and payable at such times and upon the “Initial Salary Payment”) plus same terms and conditions as set out under such plan. In the event an amount equal Employee is entitled to a maximum of six (6) months of his or her base salary for any period beginning as of the first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment (the “Additional Salary Payment” severance compensation and together with the Initial Salary Payment, the “Salary Payment”benefits under this Section 7.10(b), provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms of the Separation Agreement any COBRA Coverage (as such that term is defined in Section 4 below7.10(k) hereof) for the Employee or any qualified beneficiary of the Employee shall be provided under the Seller’s health care plans, subject to the provisions of Section 7.10(k), . (ii) if Purchaser shall provide severance compensation and benefits to each Continuing Employee who, during the one-year period following the Closing Date, incurs an involuntary termination occurs prior to of employment with the payment 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 Purchaser which would have received such award should given rise to severance compensation and benefits under the Monsanto Company Separation Pay Plan (including a termination of employment on account of the Continuing Employee’s refusal to relocate his or her work location greater than 50 miles), had he or she have been employed on an employee of Seller and covered by such plan as of the date termination of employment date. The amount of such awards are paid severance compensation and benefits shall be at least equal 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 enhanced severance compensation and benefits 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Continuing Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on been entitled to under the next regular vesting date of such Time-Based Monsanto Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest Separation Pay Plan in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive effect as of the Termination Date (after taking into account Closing Date, and payable at such times and upon the accelerated vesting provided same terms and conditions as set out under the Purchaser’s severance plans in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur effect as of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Closing Date. In no the event will a Continuing Employee is entitled to severance compensation and benefits under this Section 7.10(b)(ii), any Outplacement Assistance COBRA Coverage for the Continuing Employee or a qualified beneficiary of the Continuing Employee shall be provided by Purchaser under the Purchaser’s health coverage plans, subject to the Executive hereunder extend beyond the December 31 provision of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursSection 7.10(k).

Severance Benefits. (a) If Notwithstanding anything to the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (contrary contained in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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”)this Agreement, 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained remains employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate in consideration for, and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock optionsubject to, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of his (1) twentytimely execution and non-four revocation of this Agreement (24) months after including its release of claims through the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandonedEffective Date) and (2) the originally prescribed term of such stock option (together continued compliance with the accelerated vesting described aboveterms of this Agreement following the Effective Date, the “Equity Severance Benefits” Employee shall be eligible for the following payments and together with the Cash Severance Benefitsbenefits (together, the “Severance Benefits”). To ): (i) The Employee shall remain eligible to receive a pro-rata annual cash incentive for fiscal 2019 under the extent any TimeTidewater Inc. Short-Based Company Equity Awards are subject to Section 409A of Term Incentive Plan (the Code (“Section 409ASTI Plan”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) which shall be determined calculated in accordance with the terms and conditions of the plan and award agreement STI Plan but pro-rated to reflect employment from January 1, 2019-September 30, 2019 by multiplying the result by 75% (the “Pro-Rata STI Payout”). Any Pro-Rata STI Payout due to the Employee shall be paid to him at the same time any such incentives are paid to officers of the Company under which the Performance-Based Company Equity Award was issuedSTI Plan. (cii) Subject to Section 8 belowIf the Employee timely and properly elects COBRA continuation coverage under the Company’s group [●]4 plans, any Initial Salary Payment the Company shall pay the full premium for such continued insurance coverage for the Employee and Aggregate Bonus Payment to which his dependents at the Executive is entitled hereunder will be paid same level of benefits as in a lump sum effect on the first regular payroll date of Offer Date, for the Company following the thirty-fifth (35th) calendar day following period beginning on the Termination Date through the earlier to occur of (except in 1) the event last day of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year month in which the Termination Date occursEmployee and his dependents become eligible for, as applicable, [●]4 coverage under another employer’s group plans or (2) [●], 2020.5 The Employee shall notify the Company in writing within 15 days of becoming eligible for such insurance coverage under another employer’s plan. The payment of COBRA premiums shall be treated as taxable compensation to the Employee. (iii) The Company will reimburse the Employee, upon presentation of customary invoices, for the fees and any reimbursement expenses incurred by the Company Employee in connection with the preparation of Outplacement Assistance expenses paid by his taxes for the Executive will be paid no later than December 31 taxable year [●],6 up to a maximum of the third year following the calendar year in which the Termination Date occurs$3,000 per year.

Severance Benefits. If you timely sign and return the waiver in Annex 1 and do not revoke your acceptance and you do not timely revoke your acceptance of paragraph 4(b) below, and provided you abide in all material respects by all of the obligations set forth herein (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either caseprovided, other than a Change of Control Termination), (i) that the Company will pay the Executive an amount equal shall provide you with written notice of any such failure to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (the “Initial Salary Payment”) plus an amount equal abide and not less than 30 days to a maximum of six (6) months of his or her base salary for any period beginning as of the 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Paymentcure, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in the pharmaceutical industrycurable, as determined by the Compensation Committee Company in its discretion (good faith discretion), the “Outplacement Assistance”, collectively Company will provide you with the Salary Paymentseverance benefits described in Section a of Exhibit A of the Employment Contract in accordance with the terms set forth in the Employment Contract (with such amounts calculated in accordance with Section a of Exhibit A to the Employment Contract, but with the Aggregate Bonus Payment, and the COBRA Coverage, the “Cash Severance Benefits”amount of severance pay to be paid pursuant to Section a(i) reduced by $23,505). For the avoidance of doubt, the Additional Salary Payment severance amount payable in accordance with Section a(i) of Exhibit A to the Employment Contract equals $582,063 gross (subject to applicable deductions), less $23,505, and the Additional COBRA Coverage will only be provided amount payable in accordance with Section a(iii) of Exhibit A to the Executive Employment Contract equals $105,250 gross (subject to applicable deductions). The severance benefits described in this paragraph 2 shall be collectively referred to herein as the “severance benefits” and shall be paid as set forth in Section a of Exhibit A to the Employment Contract. For the avoidance of doubt, you will also receive your Discretionary Bonus for the 2022 calendar year in accordance with Section 6 of the Employment Contract if he or she such bonus has not secured new, reasonably similar full-time employment following the Termination Date. (b) If already been paid to you. You will not be eligible to receive any annual equity awards in your capacity as of immediately prior to the time an employee of the Involuntary Termination or Constructive TerminationCompany in 2023; provided, as applicablehowever, that if you remain on the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by Inozyme Board on the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion date of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) 2023 annual stockholder meeting of Inozyme, you will be eligible to receive an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the annual equity grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence director compensation policy of this Inozyme on such date and you will also be eligible to receive any additional compensation provided in accordance with the director compensation policy of Inozyme as in effect from time to time and, further provided that you will be eligible to receive the compensation and option grant described in Section l(b3(a) shall remain outstanding following of the Termination Date (but shall not continue to vest Consulting Agreement attached as Annex 2 in accordance with the terms of and conditions described in this letter agreement and the applicable award agreement) Consulting Agreement. The Company shall provide you with tax equalization and tax accounting support as under past practice in connection with your tax return preparation for 2022 and 2023. You will not be eligible for, nor shall vest immediately ifyou have a right to receive, within the twenty-four (24) month period following the Termination Date, any payments or benefits from the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of or any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Group Company following the thirty-fifth (35th) calendar day following the Termination Separation Date (except other than as set forth in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursthis paragraph.

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either caseAny employee, other than a Change fixed-term employee, who is identified for layoff shall be provided with: a) Severance pay, to be awarded based on years of Control Termination)continuous service as follows: One (1) year of service Two (2) weeks of severance pay Two (2) years of service Three (3) weeks of severance pay Three (3) years of service Four (4) weeks of severance pay Four (4) years of service Five (5) weeks of severance pay Five (5) years of service Six (6) weeks of severance pay Employees with more than five (5) years of service shall receive six (6) weeks of severance pay plus two (2) weeks of severance pay for each additional year of service. Partial years of service will be prorated with no employee receiving less than one (1) week of severance pay; b) Employees who have completed one (l) year of service, (i) if the Company will pay employee has not gained replacement health insurance and provides certification to the Executive an amount equal to twelve (12) months of his or her base salary, at Employer by the rate in effect as first of the Termination Date (month that they have not been able to gain replacement health insurance, the “Initial Salary Payment”) plus an amount equal Employer will provide the employee with funds sufficient to pay for a month of coverage in a second-lowest cost "silver" plan on their State or Federal Health Exchange, less any Advance Premium Tax Credit to which the employee is entitled to receive, up to a maximum of six (6) months of his or her base salary for any period beginning as of the 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following months. Employees taking advantage of this section must apply for the Change tax credit when applying for the insurance through the marketplace. For the purposes of Control this section, if a former employee is offered, through a new employer or through the employer of a spouse or domestic partner, health insurance that does not provide benefits equal to the benefits provided by the Employer or which requires an employee contribution, that does not constitute an inability to obtain replacement health insurance. c) The Employer will provide an employee a letter stating the employee's job title, dates of employment, final rate of pay and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or include a statement that the Company’s efforts to consummate the Change employee was laid off as a result of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term a downsizing of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only workforce for reasons unrelated to the extent quality of their work. The Employer shall not prohibit supervisors from being used as a personal reference for the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or employee and giving a verbal recommendation. This section applies to employees other equity awards granted by the Company to the Executive subject to (a) both time- and performancethan fixed-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedterm employees. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) If In the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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 event Employee is terminated without Cause (as such that term is defined in Section 4 belowof this Agreement), Employee shall receive the greater of: (i) His then current base salary, as well as health, life, and disability insurance for the remainder of the term of the Agreement, his guaranteed bonus (if unpaid) under Section of this Agreement, immediate vesting of his Option granted pursuant to Section , and forgiveness of the outstanding balance of the loan (including all interest accrued thereon) made pursuant to Section of this Agreement; or (ii) if the termination occurs prior to the payment Two (2) year's base salary, health, life, and disability insurance, immediate vesting of an annual cash incentive award from the prior completed yearhis Option, 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 and forgiveness of the Company (the “Prior Year Bonus Payment”), (iii) the Company will pay the Executive a pro rata amount outstanding balance of the Executive’s annual cash incentive award target for the current year loan (pro-rated based on the percentage of the year worked prior to the terminationincluding all interest accrued thereon) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage made pursuant to Part 6 Section of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Datethis Agreement. (b) If as In the event the term of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by this Agreement expires and the Company determines not to continue the employment of Employee as Chairman on terms and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) thenconditions comparable for such position, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with then the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal shall pay to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) Employee as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of severance benefit one (1) twenty-four (24) months after year's base salary at the Termination Date (orEmployee's then current rate. If Company extends such an offer on comparable terms and conditions and Employee refuses such offer, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated no amounts will become payable by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and Employee by reason of this Paragraph (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which In the Executive is entitled hereunder will be paid event of a Change in a lump sum on the first regular payroll date Control of the Company following (as that term is defined in Section of this Agreement), Employee may elect, in his absolute discretion, to voluntarily resign and receive the thirty-fifth following: (35thi) calendar day following Immediate vesting of the Termination Date Option granted pursuant to Section of this Agreement; (except in ii) Forgiveness of the event outstanding balance of his loan (including interest accrued thereon) under Section of this Agreement; and (iii) One (1) year's base salary at the Employee's then current rate. (d) The Employee shall be under no obligation to mitigate his damages or to seek other employment and if the Employee obtains other employment, any group termination compensation earned by Employee therefrom shall not reduce the Company's obligations to which a forty-five (45)-day release of claims consideration period is make the payments to Employee that are otherwise required under applicable law, in which case such lump-sum payment will be made on this Agreement. (e) Any payments that are required pursuant to the first regular payroll date terms of this Section shall become payable at the same time those amounts would have been paid to Employee had his employment with the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurscontinued.

Severance Benefits. In consideration of the release of claims and other promises contained herein and on the condition that Employee fully complies with her obligations under this Agreement, and the Restrictive Covenants Agreements, the Company will provide Employee with the following: (a) If Pursuant to Section 6(b)(i) of the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either caseEmployment Agreement, other than a Change of Control Termination), (i) the Company will shall pay the Executive to Employee an amount equal to Three Hundred Seventy-Five Thousand and 00/100 Dollars ($375,000.00) (less all applicable withholdings) (“Severance Pay”), to be paid in substantially equal semi-monthly installment payments over the twelve (12) months month period following the Separation Date (each installment being considered a separate payment for purposes of his or her base salary, at the rate in effect as Section 409A of the Termination Internal Revenue Code of 1986, as amended) in accordance with the Company’s payroll schedule applicable to Employee immediately prior to the Separation Date and commencing on the first such pay day occurring after the sixtieth (60th) day following the Separation Date and ending on the twelve (12) month anniversary of the Separation Date (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 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 PaymentSeverance Period”), provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms this Agreement has become effective under Section 11 of the Separation Agreement (as such term is defined in Section 4 below), (ii) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date.this Agreement; (b) If as Pursuant to Section 6(b)(ii) of immediately prior the Employment Agreement, accelerated vesting of any options Employee has to purchase the Company’s common stock that would have vested during the calendar year 2017 but for Employee’s termination, such options requiring exercise within ninety (90) days of the Separation Date and pursuant to the time other terms and conditions of the Involuntary Termination or Constructive Terminationapplicable Company incentive award plan and individual award agreement; (c) Pursuant to Section 6(b)(iii) of the Employment Agreement, as applicable, conditioned on Employee’s proper and timely election to continue her health insurance benefits under COBRA after the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Separation Date, with respect to each Time-Based Company Equity Award, reimbursement of Employee’s applicable COBRA premiums for the Executive will vest in (i) the portion lesser of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Separation Date or until Employee becomes eligible for insurance benefits from another employer; and (the “Extended Vesting Date”d) and (iiPursuant to Section 3(i) an additional portion of the Time-Based Company Equity Award equal Employment Agreement, reimbursement of the prorata premiums Employee pays for term life insurance pursuant to Section 3(i) of the portion Employment Agreement to cover the Severance Period; provided that would have vested on the next regular vesting date such reimbursement shall be provided within 30 days of Employee submitting documentation of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares)payment. Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest reimbursements provided hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursexpense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Employee’s right to receive such reimbursements shall not be subject to liquidation or exchange for another benefit.

Severance Benefits. (a) If In the Executive’s event that your employment terminates by reason is terminated during the term of an Involuntary Termination or Constructive Termination (in either case, other than this Agreement following a Change of Control Terminationof the Company (as described in Section 2 herein), unless your termination is (i) because of your death, Disability, or Retirement; (ii) by the Company will pay for Cause; or (iii) by you other than for Good Reason, you shall receive, in addition to your Accrued Benefits, the Executive an amount equal Severance Benefits. For purposes of this Agreement, your "Severance Benefits" shall include the following: (i) Your annual base salary at the rate in effect immediately prior to twelve (12) months the Change of his or her base salaryControl of the Company or, if greater, at the rate in effect as at the time Notice of Termination is given, or on the Date of Termination Date if no Notice of Termination is required, multiplied by three (3); (A) The full amount of your individual Bonus Bank balance under the “Initial Salary Payment”EVA Plan (or any successor plan) plus and (B) an amount equal to a maximum three (3) times the greatest of six (6I) months the highest of his your Earned Bonus Amounts for the three (3) years immediately preceding the year in which the Date of Termination occurs (the "Year of Termination") or her base salary (II) your target bonus under the EVA Plan (or any successor plan) for any period beginning the Year of Termination or (III) your Earned Bonus Amount for the Year of Termination, calculated as if the Date of Termination were the end of that year for purposes of the first anniversary EVA Plan; (iii) For a three (3)-year period after your Date of Termination, the Company will arrange to provide to you the same health care coverage you had prior to your termination, at the Company's expense, which includes, but is not limited to, hospital, surgical, medical, dental, and dependent coverages. For purposes of the Termination Date during which Retirement Plan health care coverage, you will receive the Executive has not secured newsame number of additional years of credited service, reasonably similar full-time employment (the “Additional Salary Payment” and together with the Initial Salary Paymentfor computing your benefit, the “Salary Payment”), provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with as normally computed under the terms of the Separation Agreement Plan. Health care benefits otherwise receivable by you pursuant to this subparagraph (as such term is defined in Section 4 below), (iiiii) if the termination occurs prior shall be reduced to the payment extent comparable benefits are actually received by you from a subsequent employer during the three (3)-year period following your Date of an annual cash incentive award from Termination, and any such benefits actually received by you shall be reported to the prior completed yearCompany; (iv) For a three (3)-year period after your Date of Termination, the Company will pay arrange to provide to you, at the Executive such unpaid award Company's expense, life insurance coverage in the amount of two (2) times your base salary in effect at your Date of Termination and, at the end of the three (3)-year period, for the remainder of your life the Company will provide to you life insurance coverage in the amount of your base salary in effect at your Date of Termination; (v) Under the Company's Pension Plan and Supplemental Retirement Plan for Top Management, you will receive immediate full vesting as of your Date of Termination and receive three (3) additional full years of service credit for computing your accrued retirement benefit under both plans. Further, in computing the accrued retirement benefits under both plans, three (3) years will be added to your actual age, and the definition of "Final Average Pay" (base and bonus) shall be the greater of (A) your highest three (3)-year average or (B) the sum of your actual base salary in effect at your Date of Termination plus the greatest of the bonus amounts described in parts (B)(I), (II) and (III) of subparagraph (ii), above, with the additional benefits, to the extent not payable under the Executive would have received such award should he or she have been employed on the date such awards are Pension Plan, to be 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 through an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, unfunded arrangement at the same rate that time and in the Executive would be required to contribute toward such coverage if he or she were actively employed (same manner as you have elected under the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and Pension Plan; (vi) Under the Executive Company's Supplemental Retirement Savings Plan, you will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in receive a cash lump sum payment of the pharmaceutical industry, as determined by the Compensation Committee in its discretion full balance (the “Outplacement Assistance”, collectively with the Salary Payment, the Aggregate Bonus Payment, vested and the COBRA Coverage, the “Cash Severance Benefits”unvested). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date.; (bvii) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested Each stock options, restricted stock, restricted stock units or other equity awards option which you have been granted by the Company and that are subject which is not yet vested shall become immediately vested and exercisable and shall continue to vesting solely based be exercisable for the lesser of (A) two (2) years following your Date of Termination or (B) the time remaining until the originally designated expiration date, unless a longer exercise period is provided for in the applicable plan or award agreement; (viii) Any contractual restrictions placed on time (“Time-Based Company Equity Awards”) then, immediately prior shares of restricted stock which you have been awarded pursuant to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in Company's Stock Compensation Plan shall lapse as of your Date of Termination; (iix) the If any portion of the Time-Based Company Equity Award that would otherwise have vested had Severance Payments (in the Executive remained employed with aggregate, "Total Payments") will be subject to the golden parachute "Excise Tax" imposed by Section 4999 of the Code, the Company through the date that is eighteen (18) months following the Termination Date shall pay to you an additional amount (the “Extended Vesting Date”"Gross-Up Payment") such that the net amount retained by you after deduction of any Excise Tax (including any related penalties and interest) on the Total Payments (iibut not any federal, state, or local income tax on the Total Payments), and any federal, state, and local income tax and Excise Tax (including any related penalties and interest) an additional portion of on the TimeGross-Based Company Equity Award Up Payment, shall be equal to the portion that would have vested on Total Payments. The determination of whether any Excise Tax will be imposed and of the next regular vesting date amount of the Gross-Up Payment will be made by tax counsel selected by the Company's independent auditors and acceptable to you. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Time-Based Excise Tax, (A) any other payments or benefit received or to be received by you in connection with a Change of Control of the Company Equity Award after the Extended Vesting Date or your termination of employment (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior whether pursuant to the Extended Vesting Date (orterms of this Agreement or any other plan, if no prior vesting date has occurredarrangement, from or agreement with the grant date Company) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(l) shall be treated as subject to the Excise Tax, unless in the opinion of such Additional Awardstax counsel such other payments or benefits (in whole or in part) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code, and (B) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the immediately preceding sentence principles of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandonedSections 280G(d)(3) and (24) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”)Code. For purposes of determining the amount of the Gross-Up Payment, vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) you shall be determined in accordance with deemed to pay federal income taxes at the terms highest marginal rate of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following federal income taxation for the calendar year in which the Termination Date occurs, Gross-Up Payment is made and any reimbursement by state and local income taxes at the Company highest marginal rates of Outplacement Assistance expenses paid by taxation in the Executive will be paid no later than December 31 state and locality of your residence (at the third year following time at which the Gross-Up Payment is made) as effective for the calendar year in which the Termination Gross-Up Payment is made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The payments provided for in this subparagraph (ix) shall be made not later than thirty (30) calendar days following your Date occursof Termination; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by such tax counsel, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than sixty (60) calendar days after your Date of Termination. In the event that the amount of the estimated payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you payable on the twentieth (20th) calendar day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). Notwithstanding the foregoing, the sixty (60)- day period for deferment of the Gross-Up Payment shall not preempt or otherwise eliminate your right to receive any other payments to which you are entitled under this subparagraph or otherwise under the terms of this Agreement and to receive additional Gross-Up Payments based on such additional payments pursuant to this subparagraph; (x) To the full extent permitted by law, the Company shall indemnify you (including the advancement of expenses) for any judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred by you in connection with the defense of any lawsuit or other claim to which you are made a party by reason of being or having been an officer, director or employee of the Company or any of its subsidiaries. In addition, you will be covered by director and officer liability insurance to the maximum extent that such insurance maintained by the Company from time to time covers any officer or director (or former officer or director) of the Company. (xi) You will be entitled to receive outplacement services, at the expense of the Company, from a provider reasonably selected by you. (xii) The Company also shall pay to you all legal fees and expenses incurred by you as a result of such termination of employment (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder); and (xiii) The payments provided in paragraphs (i), (ii), (v) if a lump sum is elected, (vi) and (xii), above, shall be made not later than the tenth (10th) business day following the Date of Termination, provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you payable on the tenth (10th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). As all of the payments referenced in the first sentence of this subparagraph (xiii) are included for purposes of determining the Gross-Up Payment, the thirty (30)-day period identified above shall not preempt or otherwise eliminate your right to receive any other payments to which you are entitled under the terms of this Agreement and to receive additional Gross-Up Payments based on such additional payments.

Severance Benefits. Subject to and conditioned upon (ax) If Employee’s timely execution and delivery (within twenty-one (21) days following the ExecutiveCompany’s employment terminates by reason providing a copy of an Involuntary Termination or Constructive Termination (in either case, other than a Change this Agreement to Employee) and non-revocation of Control Termination)this Agreement, (iy) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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 Employee’s continued compliance with the terms of this Agreement, and (z) Employee’s timely execution and delivery (within twenty-one (21) days following the Separation Agreement Date) of the Release attached hereto as Exhibit A (as such term is defined in Section 4 belowthe “Release”), the Company shall pay or provide Employee with the following separation payments and benefits: (a) Total of two weeks’ Severance pay with $ 6,538 of pay to be included in your final paycheck with one regular pay period equivalent to one week to be paid towards your paycheck on January 22, 2021 and one week of severance pay equal to $6,538 to be paid on February 5, 2021 (for an aggregate severance amount of $ $13,076.92), to be paid on the Company’s regular payroll schedule commencing on the Company’s first regular payroll date that is at least five (5) days following the date that the Release has become fully effective and irrevocable in accordance with its terms; and (b) Vesting of (i) Employee’s currently unvested options to purchase 16,666 shares of the Company’s common stock granted pursuant to that certain Incentive Stock Option Agreement, dated as of November 22, 2019, by and between Employee and the Company, and (ii) if Employee’s 16,666 outstanding shares of restricted stock granted pursuant to that certain Restricted Stock Award Agreement, dated as of December 2, 2019, by and between Employee and the termination occurs prior to the payment of an annual cash incentive award from the prior completed yearCompany, 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 in each case effective on the date such that the Release has become fully effective and irrevocable in accordance with its terms. The awards are paid that vest pursuant 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Paymentpreceding sentence, and any equity awards in which Employee has previously vested, may be exercised in accordance with the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 terms of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than their underlying award agreements and the Company’s group medical applicable equity incentive plan, for up . Company shall use best efforts to six (6) months following the first anniversary of the Termination Date, at the same rate that the Executive would be required to contribute toward efficiently effect any such coverage if he or she were actively employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”)exercise. For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If except as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting expressly provided in this Section l(b2(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur any equity awards which are unvested as of the date that is three of this Agreement (3) months following including, without limitation, the Change option to purchase up to 100,000 shares of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts common stock granted pursuant to consummate that certain Non-Qualified Stock Option Agreement, dated as of July 16, 2020, by and between Employee and the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”Company) shall be determined forfeited by Employee immediately upon the Separation Date. Except as provided in accordance with the terms this Section 2, Employee acknowledges and agrees that he is owed no further severance pay or benefits of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of kind from the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event or any of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursits subsidiaries.

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) In the Company will event that Employee’s employment hereunder is terminated as a result of Employee’s death or disability pursuant to Section 6(a)(i), Employer shall pay the Executive an Employee (or his estate) a cash amount equal to Employee’s Base Salary for the lesser of (A) the period prior to the commencement of benefits under any death or disability insurance provided by Employer; or (B) the remaining term of this Agreement (without further renewals). In addition to the payment under the first sentence of this subsection, Employer shall pay all unpaid expense reimbursements under Section 5 for expenses incurred in accordance with the terms hereof prior to termination, and all accrued compensation as of the date of termination. (ii) In the event that Employee’s employment hereunder is terminated by Employer for Cause pursuant to Section 6(a)(ii), Employee provides Employer notice that the Agreement will not be renewed for any Extension Term, or voluntarily by Employee pursuant to Section 6(a)(iv), Employer shall have no obligation to make any payments to Employee except for payments of Employee’s Base Salary accruing prior to the date of termination. (iii) In the event that Employee’s employment hereunder is terminated by Employee for Good Reason pursuant to Section 6(a)(iii), Employer provides Employee with notice that the Agreement will not be renewed for any Extension Term, or voluntarily by Employer pursuant to Section 6(a)(iv), Employer shall pay Employee a cash amount equal to Employee’s Base Salary for a period of twelve (12) months; and all options, grants, or other rights issued to Employee under Employer’s 2017 Equity Incentive Plan, shall immediately vest and be exercisable for the lesser of twelve (12) months or the remaining term of his or her base salarysuch rights, at whichever is less. For the rate in effect as purposes of the Termination Date (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 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”this paragraph 6(b)(iii), provided that the Executive seeks Employee will be deemed 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) if the termination occurs prior to the payment 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 by Employer 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part Effective Date. This Section 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) months following the Termination Date (the “Initial COBRA Coverage”), plus shall survive any additional period during which the Executive is not eligible to participate in a group medical plan of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, at the same rate that the Executive would be required to contribute toward such coverage if he expiration or she were actively employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence termination of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan Agreement or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the CompanyEmployee’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issuedemployment hereunder. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (aProvided Employee is in compliance with ------------------ Paragraph 4(b)(viii) If hereof, Company will pay or provide the Executive’s following severance benefits to Employee in lieu of any separation payments otherwise provided upon termination of employment terminates by reason under any other severance pay or similar plan or policy of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), Company: (i) the Company will pay the Executive an amount Twelve (12) consecutive monthly payments each equal to one-twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination; (ii) Twelve (12) consecutive monthly payments each equal to one-twelfth (1/12th) of the higher of (A) Employee's discretionary bonus for the previous calendar year, or (B) the average of Employee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), in each case prorated to the date of Employee's termination; (iii) For the twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (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 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Datedate of termination of Employee's employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company enters into do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a Definitive Agreement; it being understood that if benefit substantially similar to and no less favorable than the benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to Employee's car phone, parking and club dues, which benefits end upon Employee's date of termination of employment.) (iv) For the twelve (12) month period following the date of termination of Employee's employment, Company does not so enter into such will treat Employee for all purposes as an agreement during such period, Employee under all of Company's retirement plans in which Employee was a participant on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan termination of Employee's employment or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into Employee would become eligible during such twenty-four twelve (24) month period, the later of (i) the expiration of such twenty-four (2412) month period or (ii) hereinafter referred to collectively as the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”"Plan"). To Benefits due to Employee under the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) Plan shall be determined in accordance with computed as if Employee had continued to be an Employee of Company for the twelve (12) month period following termination of employment. If under the terms of the plan and award agreement under which Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive benefits that Employee is entitled hereunder will be paid in a lump sum on to receive under the first regular payroll date Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case during such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months month period. (v) If any excise tax imposed under Internal Revenue Code Section 4999 or any successor provision, as amended after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4(c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4(c) whether or not he obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4(c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or his account as of the Termination Dateeffective date of termination. (vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4(c) if, at the time the payments become due, Company, CBB or any of Company's other subsidiaries is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause Company's, CBB's or any of Company's other subsidiaries' capital to fall below such minimum capital requirements. In no event this event, Company will any Outplacement Assistance provided to resume making the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurspayments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. In consideration of the release of claims and other promises contained herein and on the condition that Employee fully complies with his obligations under this Agreement, and the Restrictive Covenants Agreements, the Company will provide Employee with the following: (a) If Pursuant to Section 6(b)(i) of the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either caseEmployment Agreement, other than a Change of Control Termination), the Company shall pay to Employee the sum of: (i) Three Hundred Fifty Thousand Four Hundred and 00/100 Dollars ($350,400.00) (less all applicable withholdings), plus (ii) Thirty Five Thousand Four Hundred Twenty Four and 00/100 Dollars ($35,424.00) (less all applicable withholdings) (collectively “Severance Pay”), to be paid in substantially equal semi-monthly installment payments over the Company will pay the Executive an amount equal to twelve (12) months month period following the Separation Date (each installment being considered a separate payment for purposes of his or her base salary, at the rate in effect as Section 409A of the Termination Internal Revenue Code of 1986, as amended) in accordance with the Company’s payroll schedule applicable to Employee immediately prior to the Separation Date and commencing on the first such pay day occurring after the sixtieth (60th) day following the Separation Date and ending on the twelve (12) month anniversary of the Separation Date (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 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 PaymentSeverance Period”), provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms this Agreement has become effective under Section 11 of the Separation Agreement (as such term is defined in Section 4 below), (ii) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date.this Agreement; (b) If as Pursuant to Section 6(b)(ii) of immediately prior the Employment Agreement, accelerated vesting of any options Employee has to purchase the Company’s common stock that would have vested during the calendar year 2017 but for Employee’s termination, such options requiring exercise within ninety (90) days of the Separation Date and pursuant to the time other terms and conditions of the Involuntary Termination or Constructive Terminationapplicable Company incentive award plan and individual award agreement; (c) Pursuant to Section 6(b)(iii) of the Employment Agreement, as applicable, conditioned on Employee’s proper and timely election to continue his health insurance benefits under COBRA after the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Separation Date, with respect to each Time-Based Company Equity Award, reimbursement of Employee’s applicable COBRA premiums for the Executive will vest in (i) the portion lesser of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Separation Date or until Employee becomes eligible for insurance benefits from another employer; and (the “Extended Vesting Date”d) and (iiPursuant to Section 3(h) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (orEmployment Agreement, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms reimbursement of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest premiums Employee pays for term life insurance pursuant to this subsection (bSection 3(h) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account Employment Agreement during the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (orSeverance Period, in the event that a Public Announcement same schedule as Severance Pay is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties paid under Section 409A. The acceleration, if any, 2(a) of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) this Agreement. Any reimbursements provided hereunder shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursexpense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Employee’s right to receive such reimbursements shall not be subject to liquidation or exchange for another benefit.

Severance Benefits. (a) If In the Executive’s employment terminates by reason event of an Involuntary Termination in connection with or Constructive Termination (in either case, other than within 24 months after a Change in Control which occurs during the term of Control Termination)this Agreement, the Company shall, (1) pay to the Employee in a lump sum in cash within 25 business days after the Date of Termination an amount equal to the sum of (i) the Employee's base salary for a period months at the rate of base salary in effect on the date of the Change of Control or the Date of Termination, whichever is greater, and (ii) the amount of the Employee's prior year's annual bonus multiplied by a fraction with a numerator of the number of days which have elapsed through the Date of Termination in the fiscal year in which the Date of Termination occurs and a denominator of 365; (2) provide to the Employee for months following the Date of Termination, such health, dental and life insurance benefits as the Company will pay maintained for the Executive Employee at the Date of Termination on terms as favorable to the Employee as applied at the Date of Termination, or at the election of the Employee (or, notwithstanding the election of the Employee at the election of the company if coverage under the Company's group plan is not available to the Employee) cash in an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of premium cost being paid by the Termination Date (company with respect to the “Initial Salary Payment”) plus an amount equal to a maximum of six (6) months of his or her base salary Employee for any period beginning as of the 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) if the termination occurs benefits immediately prior to the payment Date of an annual cash incentive award from the prior completed year, Termination); (3) transfer to Employee title to the Company will pay owned vehicle currently used by 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus PaymentEmployee, if any, with the Current Year Bonus PaymentCompany paying all costs, licensing fees and taxes (excluding income taxes) associated with the Additional Bonus Payment are referred transfer of title, or in the event the Employee receives a monthly cash car allowance in lieu of use of a Company vehicle, the Company shall pay to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage Employee pursuant to Part 6 this paragraph an additional sum equal to times the greater of Subtitle B the monthly car allowance in effect on the date of Title I the Change of Control of the Date of Termination; (4) and vesting of all of Employee's outstanding stock options and/or restricted stock awards with the Company or its affiliates. The provision of any medical benefits under this Section 3(a) shall not extend to the period for the continuation of group health benefits under the COBRA health care continuation provisions of Section 601 of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve 1974 (12"ERISA") 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 another employer or other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Dateapplicable state laws. (b) If as In the event that any payments of immediately prior benefits provided or to be provided to the time Employee pursuant to this Agreement in combination with payments or benefits, if any, from other plans or arrangements maintained by the Company or any of its affiliates, constitute "excess parachute payments" under Section 280G of the Involuntary Termination or Constructive TerminationInternal Revenue Code of 1986, as applicableamended (the "Code") that are subject to excise tax under Section 4999 of the Code, the Executive has Company shall pay to the Employee in cash an additional amount equal to the amount of the Gross Up Payment (as hereinafter defined). The "Gross Up Payment" shall be the amount needed to ensure that the amount of such payments and the value of such benefits received by the Employee (net of such excise tax and any outstanding unvested stock optionsfederal, restricted stockstate and local tax on the Company's payment to the Employee attributable to such excise tax) equals the amount of such payments and value of such benefits as the Employee would receive in the absence of such excise tax and any federal, restricted stock units state and local tax on the Company's payment to the Employee attributable to such excise tax. The Company shall pay the Gross Up Payment within 60 business days after the Date of Termination. For purposes of determining the amount of the Gross Up Payment, the value of any non-cash benefits and deferred payments or benefits shall be determined by the Company's independent auditors in accordance with the principles of Section 280G of the Code. In the event that, after the Gross Up Payment is made, the amount of the excise tax is determined to be less than the amount calculated in the determination of the actual Gross Up Payment made by the Company, the Employee shall repay to the Company, at the time that such reduction in the amount of excise tax is finally determined, the portion of the Gross Up Payment attributable to such reduction, plus interest on the amount of such repayment at the applicable federal rate under Section 1274 of the Code from the date of the Gross Up Payment to the date of the repayment. The amount of the reduction of the Gross Up Payment shall reflect any subsequent reduction in excise taxes resulting from such repayment. In the event that, after the Gross Up Payment is made, the amount of the excise tax is determined to exceed the amount anticipated at the time the Gross Up Payment was made, the Company shall pay to the Employee, in immediately available funds, at the time that such additional amount of excise tax is finally determined, an additional payment ("Additional Gross Up Payment") equal to such additional amount of excise tax and any federal, state and local taxes thereon, plus all interest and penalties, if any, owed by the Employee with respect to such additional amount of excise and other equity awards granted tax. The Employee shall have the right to challenge any excise tax assessment against him or her as to which the Employee is entitled to (or would be entitled if such assessment is finally determined to be proper) a Gross Up Payment or Additional Gross Up Payment, provided that all costs and expenses incurred in such a challenge shall be borne by the Company and that are subject to vesting solely based the Company shall indemnify the Employee and hold the Employee harmless, on time an after-tax-basis, from any excise or other tax (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, including interest and penalties with respect to each Time-Based Company Equity Award, the Executive will vest in (ithereto) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date imposed as a result of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date payment of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) costs and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held expenses by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject Any payments made to Section 8 below, any Initial Salary Payment the Employee pursuant to this Agreement are subject to and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35thconditioned upon their compliance with 12 U.S.C.ss.1828(k) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursregulations promulgated thereunder.

Severance Benefits. (a) If In the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), (i) the Company will pay the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as event of the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum termination of six (6) months of his or her base salary Employee’s employment, for any period beginning as of the first anniversary of the Termination Date during which the Executive has not secured newreason, reasonably similar full-time employment (the “Additional Salary Payment” and together with the Initial Salary Payment, the “Salary Payment”), provided that the Executive seeks Employee shall be entitled 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) if the termination occurs prior to the payment 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination DateAccrued Obligations. (b) If as of immediately prior to In the time of the Involuntary Termination event that Employer terminates Employee’s employment without Cause or Constructive TerminationEmployee resigns with Good Reason, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”Sections 10(e)-(j) thenand Section 14, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is Employee shall be entitled to severance pay equal to eighteen (18) months following months’ salary at the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion rate of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest salary in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, effect on the date that is twenty-four (24) months following the Termination Datehis employment with Employer terminates, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described aboveInitial Grant, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The accelerationtheretofore fully vested, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- shall become fully vested and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined immediately exercisable in accordance with its terms, and (iii) in the terms event the Employee is not theretofore fully vested in the restricted shares provided under Section 4(a) as a signing bonus, the Employee shall be entitled to be appointed as an advisor of the plan Employer and award agreement under which the Performance-Based Company Equity Award was issuedshall be permitted to continue serving in that capacity until all such restricted shares have vested in full. (c) Subject to Section 8 below14, any Initial Salary Payment and Aggregate Bonus Payment severance pay to which the Executive is entitled hereunder will be paid pursuant to Section 10(b) shall be paid in a lump sum 18 equal monthly installments commencing on the first regular payroll date of the Company following the thirty-fifth (35th) calendar business day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company coincident with or next following the sixtieth (60th) calendar day date following Employee’s termination of employment. (d) In the Termination Dateevent of Employee’s death following termination for any reason, all remaining eligible benefits under this section which would have been paid to Employee had Employee survived, shall be paid to Employee’s designated beneficiary as noted in Section 5(b) of this Agreement. (e) Any severance pay to be paid pursuant to Section 10(b) is subject to and conditioned upon Employee signing and delivering (and not revoking) to Employer a general release and waiver (in a form reasonably acceptable to Employer), waiving all claims the Employee may have against Employer, its parents, subsidiaries, successors, assigns, affiliates, and their respective executives, officers and directors relating to Employee’s employment with Employer. (f) The payment of the severance pay under Section 10(b) is conditioned upon the Employee’s compliance with the non-solicitation and nondisclosure requirements set forth in Sections 11 and 12 hereof. (g) Notwithstanding any other provision of this Agreement to the contrary, if payments under this Agreement, together with any other payments received or to be received by Employee in connection with a “change in control” (for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)) would cause any amount to be nondeductible for federal income tax purposes pursuant to Section 280G of the Code, then benefits under this Agreement shall be reduced (but not less than zero) to the extent necessary so as to maximize payments to Employee without causing any amount to become nondeductible. Employee shall determine the allocation of such reduction among payments to Employee. (h) Notwithstanding any other provision of this Agreement to the contrary, any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and any Additional Salary Payment regulations promulgated thereunder, including 12 C.F.R. Part 359. (i) Notwithstanding any provision in this Section 10 to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practicescontrary, with the first payment being made on the first regular payroll date of the Company following the date Employee understands and agrees that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance payments or benefits provided to Employee under this Section 10 shall be made only to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement extent permitted by the Company TARP Requirements. (j) For purposes of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.this Agreement:

Severance Benefits. Unless my employment is terminated as provided for in my Employment Agreement, including, without limitation, due to my death or disability or if I resign for any reason prior to the Termination Date, and subject to Section 13 and my continued compliance with Section 4, Employer will provide me with the following severance benefits (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination“Severance Benefits”), less applicable tax withholdings and deductions, subject to my execution and delivery of (i) this Agreement and (ii) an additional release of claims not materially different from Section 3 below (the Company will pay the Executive an amount equal “Additional Release”) to twelve (12) months of his or her base salary, at the rate in effect be provided to me by Employer effective as of the Termination Date or such earlier time as Employer has determined I have undergone a “separation from service” for purposes of Section 409A, which Additional Release shall be subject to the same review and revocation periods set forth in Sections 10 and 11 of this Agreement; provided, that I will not be entitled to the Severance Benefits unless I execute and deliver the Additional Release and the Additional Release becomes irrevocable within such review and revocation periods: A. An amount equal to (the “Initial Salary Payment”1) $1,700,000, which represents two times my annualized base salary, plus (2) an amount equal to a maximum of six (6) months of his or her base salary for any period beginning as two times the average of the first anniversary total of bonus and incentive compensation paid to me for the Termination Date during which the Executive has not secured newtwo most recent calendar years (excluding equity-related awards, reasonably payments under any long-term or similar fullbenefit plan, or any other special or one-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), (iibonus or incentive compensation payments) if the termination occurs prior to the payment of an annual cash incentive award from the prior completed yearTermination Date. Subject to Section 13.C. below, the Company this amount will pay the Executive such unpaid award be paid to the extent the Executive would have received such award should he or she have been employed me bi-weekly on the date such awards are paid to regular employee payroll cycle over 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 two 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 annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date. (b) If as B. $24,000 to offset the costs of immediately prior COBRA and to defray attorneys' fees for the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is eighteen (18) months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence review of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A of the Code (“Section 409A”), vesting will be accelerated only to the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 13.C. below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder this amount will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months occurs following the Termination Date. In no event will The compensation and Severance Benefits in this Agreement are in lieu of any Outplacement Assistance provided compensation, payments or benefits or any kind to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will I otherwise might be paid no later than December 31 of the third year following the calendar year in which the Termination Date occursentitled to under my Employment Agreement or severance plan or program.

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (in either case, other than a Change of Control Termination), Provided that (i) the Company will pay does not terminate Executive’s employment for Cause and (ii) Executive (x) does not voluntarily terminate his employment with the Executive an amount equal to twelve (12) months of his or her base salary, at the rate in effect as of the Termination Date (the “Initial Salary Payment”) plus an amount equal to a maximum of six (6) months of his or her base salary Company for any period beginning as of reason prior to the first anniversary of the Termination Date during which the Executive has not secured newSeparation Date, 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 y) complies with the terms of this Agreement and the Separation Agreement Restrictive Covenants at all times, and (z) the Second Release Effective Date (as such term is defined in Section 4 below)28) occurs, (ii) if Executive or, in the termination occurs prior to the payment event of an annual cash incentive award from the prior completed yearExecutive’s death, 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 Executive’s estate (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 annual cash incentive award target for the current year (the “Additional Bonus PaymentEstate”) will be eligible to receive the following severance benefits (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (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 Executive to continue to participate in its group medical plan for twelve (12) 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 another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, 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 Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the 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 the COBRA Coverage, the “Cash Severance Benefits”). For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be provided to the Executive if he or she has not secured new, reasonably similar full-time employment following the Termination Date.): (ba) If as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in a 2020 Annual Incentive Award either (i) based on actual achievement during the portion of the Time-Based Company Equity Award that would otherwise have vested 2020 Bonus Year, as if Executive had the Executive continued to remained employed with the Company through or (ii) to the date extent that is eighteen (18) months following the Termination Date (Company places Executive on Reassignment, at the “Extended Vesting Target Bonus” amount of 150% of Executive’s base salary, but in each case, prorated to reflect the number of days during the 2020 Bonus Year that Executive was employed on and prior to the Separation Date”. The 2020 Annual Incentive Award (to the extent payable in accordance with this Section 4(a), as determined in the Board’s sole discretion), will be paid at the same time that annual bonuses with respect to 2020 are paid to active employees of the Company. Notwithstanding the foregoing, in lieu of providing such 2020 Annual Incentive Award, the Board, the Company and Executive may mutually agree prior to the Separation Date to alternatively provide Executive with a specified 2020 Annual Incentive Award payment based on the expected (rather than actual) achievement during the remainder of the 2020 Bonus Year, with such payment (i) pro-rated to reflect the number of days during the 2020 Bonus Year that Executive was employed prior to the Separation Date and (ii) an additional portion of the Time-Based Company Equity Award equal paid to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, Executive within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (24) month period, the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and thirty (30) days following the date on which Separation Date; (b) a one-time cash sale bonus (the “Sale Bonus”) if a membership interest purchase agreement is executed and the Company announces that such Definitive Agreement has been terminated makes a public announcement (the “Signing”) for the anticipated sale of the Great Falls Refinery (the “GRF Sale”), in an amount equal to the following, depending on the applicable date of the Signing: (i) $1,000,000 if the Signing occurs prior to the end of Q2 of 2020; (ii) $750,000 if the Signing occurs prior to the end of Q3 of 2020; or that (iii) $500,000 if the Signing occurs prior to the end of Q4 of 2020; provided, that, notwithstanding the foregoing, no Sale Bonus will be deemed earned until the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Benefits” and together with the Cash Severance Benefits, the “Severance Benefits”). To the extent any Time-Based Company Equity Awards are subject to Section 409A successful completion of the Code (“Section 409A”)GRF Sale. The Sale Bonus, vesting if earned, will be accelerated only to paid in lump sum as soon as practicable following the extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, if any, of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be determined in accordance with the terms closing of the plan and award agreement under which the Performance-Based Company Equity Award was issued.GFR Sale; and (c) Subject to the Company will cause Executive’s post-termination non-competition obligations set forth in Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date 11(b)(i) through 11(b)(iv) of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event Employment Agreement to be waived and of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the first regular payroll date no further force or effect as of the Company following the sixtieth (60th) calendar day following the Termination Separation Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.