Common use of Severance Consideration Clause in Contracts

Severance Consideration. Subject to the terms of this Agreement and Executive’s execution of the attached Release (Exhibit B) within 45 days of receipt (and no revocation during the seven-day revocation period described in the Release) and compliance with the terms thereof: (a) the Company shall provide Executive with a lump sum payment of $399,000 (which amount represents fourteen (14) months’ current base salary), less applicable tax withholding; (b) the Company shall provide Executive with a lump sum payment of $251,370 (which amount represents fourteen (14) months of Executive’s annual target bonus), less applicable tax withholding; (c) the Company shall provide Executive with a lump sum payment of $64,933 (which amount represents a pro rata payment of Executive’s 2021 target bonus through April 20, 2021), less applicable tax withholding; (d) the Company shall make fourteen (14) months of premium payments on behalf of Executive and Executive’s dependents following the Effective Date (with a catch-up payment for payments deferred pending the irrevocability of the Release), up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Separation Date, provided that Executive timely elects to extend and continue health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”) for this period for Executive and his eligible dependents enrolled immediately before the Separation Date; and (e) Executive shall be entitled to acceleration of vesting of Executive’s stock units with respect to the Company’s Common Stock as immediately prior to the Mergers as follows: • full acceleration of vesting of the restricted stock units (“RSUs”) granted as Executive’s fiscal year 2020 bonus; • accelerated vesting of the RSUs granted as Executive’s 2021 Focal Equity Award that were scheduled to vest through June 30, 2021; • vesting in 225% of the target number of shares of Common Stock (the amount of performance determined by the Company’s Compensation Committee or its delegate to have been achieved thereunder) subject to Executive’s 2020 market value stock unit (“MVSU”) award (to which Executive is entitled without regard to termination of employment or the delivery of the Release); and • full acceleration of vesting of all other RSUs. The RSUs and MVSUs (and the shares of Company Common Stock issuable thereunder) that are accelerated pursuant to this subsection (e) shall be deemed outstanding and vested prior to the Delaware Merger Effective Time and will be exchanged (and tax withheld) in accordance with Sections 5.4(f) and (g) of the Merger Agreement. The “Effective Date” of the Release means the eighth day after the date Executive signs the Release (if it is not revoked prior thereto). The amounts specified in (a), (b) and (c) above will be paid by Company on the Effective Date. For the avoidance of doubt, the severance consideration provided under this Section 4 constitutes the entire severance payments and consideration receivable by Executive in connection with Executive’s termination of employment and supersedes and replaces any other severance and compensation payable under the CIC Agreement, the Merger Agreement, and any other employment agreement with the Company.

Severance Consideration. Subject to the terms of this Agreement and Executive’s execution of the attached Release (Exhibit B) within 45 days of receipt (and no revocation during the seven-day revocation period described in the Release) and compliance with the terms thereof: (a) the Company shall provide Executive with a lump sum payment of $399,000 1,306,500 (which amount represents fourteen twenty-six (1426) months’ current base salary), less applicable tax withholding; (b) the Company shall provide Executive with a lump sum payment of $251,370 1,437,150 (which amount represents fourteen twenty-six (1426) months of Executive’s annual target bonus), less applicable tax withholding; (c) the Company shall provide Executive with a lump sum payment of $64,933 199,899 (which amount represents a pro rata payment of Executive’s 2021 target bonus through the April 20, 2021), less applicable tax withholding; (d) the Company shall make fourteen twenty-six (1426) months of premium payments on behalf of Executive and Executive’s dependents following the Effective Date (with a catch-up payment for payments deferred pending the irrevocability of the Release), up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Separation Date, provided that Executive timely elects to extend and continue health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”) for this period for Executive and his eligible dependents enrolled immediately before the Separation Date; and (e) Executive shall be entitled to acceleration of vesting of Executive’s stock units with respect to the Company’s Common Stock as immediately prior to the Mergers as follows: • full acceleration of vesting of the restricted stock units (“RSUs”) granted as Executive’s fiscal year 2020 bonus; • accelerated vesting of the RSUs granted as Executive’s 2021 Focal Equity Award that were scheduled to vest through June 30, 2021; • vesting in 225% of the target number of shares of Common Stock (the amount of performance determined by the Company’s Compensation Committee or its delegate to have been achieved thereunder) subject to Executive’s 2020 market value stock unit (“MVSU”) award (to which Executive is entitled without regard to termination of employment or the delivery of the Release); and • full acceleration of vesting of all other RSUs. The RSUs and MVSUs (and the shares of Company Common Stock issuable thereunder) that are accelerated pursuant to this subsection (e) shall be deemed outstanding and vested prior to the Delaware Merger Effective Time and will be exchanged (and tax withheld) in accordance with Sections 5.4(f) and (g) of the Merger Agreement. The “Effective Date” of the Release means the eighth day after the date Executive signs the Release (if it is not revoked prior thereto). The amounts specified in (a), (b) and (c) above will be paid by Company on the Effective Date. For the avoidance of doubt, the severance consideration provided under this Section 4 constitutes the entire severance payments and consideration receivable by Executive in connection with Executive’s termination of employment and supersedes and replaces any other severance and compensation payable under the CIC Agreement, the Merger Agreement, and any other employment agreement with the Company.

Severance Consideration. Subject In connection with Executive’s termination of employment with the Company, Executive will receive any accrued, but unpaid, base salary through the Separation Date and reimbursement for any properly submitted, but unreimbursed, business expenses incurred on or prior to the Separation Date and in accordance with Company policy. Executive will be entitled to receive vested benefits provided under any employee benefit plans sponsored by or through the Company in which Executive participates (excluding any benefit plans providing severance or similar benefits), in each case, in accordance with the terms of this Agreement such plan and Executive’s execution of the attached Release (Exhibit B) within 45 days of receipt (applicable law. Executive may be entitled to continue medical and no revocation during the seven-day revocation period described in the Release) and compliance with the terms thereof: (a) the Company shall provide Executive with a lump sum payment of $399,000 (which amount represents fourteen (14) months’ current base salary), less applicable tax withholding; (b) the Company shall provide Executive with a lump sum payment of $251,370 (which amount represents fourteen (14) months of Executive’s annual target bonus), less applicable tax withholding; (c) the Company shall provide Executive with a lump sum payment of $64,933 (which amount represents a pro rata payment of Executive’s 2021 target bonus through April 20, 2021), less applicable tax withholding; (d) the Company shall make fourteen (14) months of premium payments on behalf of Executive and Executive’s dependents following the Effective Date (with a catch-up payment for payments deferred pending the irrevocability of the Release), up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Separation Date, provided that Executive timely elects to extend and continue health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law 1985 (“COBRA”) for this period ), subject to the eligibility and other requirements of COBRA. All equity awards granted to Executive by the Company or its affiliate that are outstanding as of the Separation Date shall be treated in accordance with the plan and award agreements pursuant to which such awards were granted, except as otherwise provided herein. As consideration for Executive entering into this Agreement, and his eligible dependents enrolled immediately before not revoking it pursuant to Section 7, and fully abiding by and complying with the Separation Dateterms of this Agreement, and the Employee Agreement (as defined in Section 9), the Company shall provide Executive with the following severance consideration: (a) a lump-sum payment of $350,000 (representing an amount equal to the base salary that would have been payable over a period of twelve (12) months) to be paid on the first regularly scheduled payroll date of the Company following the Effective Date (as defined in Section 7); (b) continued vesting of the outstanding shares of restricted stock awarded to Executive pursuant to the Company’s Long-Term Incentive Plan that would have otherwise become vested February 16, 2014 (24,734 shares) and March 6, 2014 (8,325 shares), respectively, had Executive remained employed through such dates, such that these awards will vest on the foregoing dates in accordance with their terms and be released to Executive in accordance with the Company’s regular practices for restricted stock award vesting; and (ec) reimbursement of the cost of continuation coverage pursuant to COBRA for twelve (12) months following such termination of employment, to the extent Executive elects such continuation coverage and is eligible, subject to the terms of the applicable Company plan(s) and applicable law; provided that such reimbursement shall be entitled to acceleration of vesting of cease upon Executive’s stock units with respect to the Company’s Common Stock as immediately prior to the Mergers as follows: • full acceleration of vesting of the restricted stock units (“RSUs”) granted as Executive’s fiscal year 2020 bonus; • accelerated vesting of the RSUs granted as Executive’s 2021 Focal Equity Award that were scheduled to vest through June 30, 2021; • vesting in 225% of the target number of shares of Common Stock (the amount of performance determined by the Company’s Compensation Committee or its delegate to have been achieved thereunder) subject to Executive’s 2020 market value stock unit (“MVSU”) award (to which Executive is entitled without regard to termination of employment or the delivery of the Release); and • full acceleration of vesting of all other RSUs. The RSUs and MVSUs (and the shares of Company Common Stock issuable thereunder) that are accelerated pursuant to this subsection (e) shall be deemed outstanding and vested prior to the Delaware Merger Effective Time and will be exchanged (and tax withheld) in accordance with Sections 5.4(f) and (g) of the Merger Agreement. The “Effective Date” of the Release means the eighth day after the date Executive signs the Release (if it is not revoked prior thereto). The amounts specified in (a), (b) and (c) above will be paid by Company on the Effective Dateeligibility for coverage from a subsequent employer. For the avoidance of doubt, the severance consideration provided under this Section 4 constitutes “cost of continuation coverage” shall mean (i) any additional amount paid by Executive to the entire severance payments and consideration receivable COBRA provider by such election compared to the amount of premiums paid by Executive before the Separation Date (or as would have been payable by Executive in connection the 2014 plan year, had he remained employed, as a result of premium increases applicable to Company employees generally), and (ii) during the 2013 plan year, with Executive’s termination respect to a Flexible Spending Account or similar contributory accounts, for which under applicable law continuation coverage may only be elected on an after-tax basis, the actual (or a reasonable estimate of) additional cost to Executive of such after-tax contribution compared to the amount of pre-tax contributions made by Executive before the Separation Date. Executive acknowledges and agrees that: (i) the foregoing severance consideration constitutes consideration over and above anything of value that he would be entitled to but for this Agreement; (ii) acceptance of the foregoing payments and benefits is in full accord and satisfaction of all claims being released by Executive pursuant to this Agreement; (iii) all benefits and incidents of employment with the Company, other than those continuing obligations set forth in this Agreement, will cease to be effective as of the Separation Date; (iv) except as explicitly provided for in this Agreement, Executive is not and supersedes and replaces will not be due any other compensation or benefits from the Company; and (v) the foregoing severance and compensation payable under consideration is subject to forfeiture, or if already paid or received, repayment to the CIC Agreement, Company upon demand in the Merger event the provisions of this Agreement, and any other employment agreement the Employee Agreement, are not performed by Executive in accordance with the Companytheir specific terms or are otherwise breached.

Severance Consideration. Subject Without admission of any liability, fact or claim, the Company hereby agrees, subject to Executive’s execution of this Agreement and, on or within thirty (30) days following the Separation Date, the General Release of Claims attached hereto as Exhibit A (the “Release”) becoming effective and irrevocable, as well as Executive’s performance of his continuing obligations pursuant to the terms of this Agreement and Executive’s execution the terms of the attached Release Employee Innovations and Proprietary Rights Assignment Agreement dated June 10, 2014 (Exhibit B) within 45 days of receipt (and no revocation during the seven-day revocation period described in the Release“Confidentiality Agreement”) and compliance with any other proprietary rights, assignment of inventions, and/or confidentiality agreements between the terms thereof:Company and Executive, to provide Executive the severance benefits set forth below. (ai) the The Company shall provide pay to Executive with $390,000.00 in a single cash lump sum sum. Such payment of $399,000 (which amount represents fourteen (14) months’ current base salary)shall be made, less applicable tax withholding;withholdings and deductions, on or as soon as reasonably practicable following January 1, 2017. (bii) The Company shall pay to Executive his annual performance bonus, to the extent earned, for fiscal year 2016 based solely on the Company’s actual results against the Company’s goals for the year, as determined by the Company in its sole discretion. Any such fiscal year 2016 annual performance bonus that becomes earned and payable under this Section 3(ii) shall provide Executive with a lump sum payment of $251,370 (which amount represents fourteen (14) months of Executive’s annual target bonus)be paid, less applicable tax withholding;withholdings and deductions, to Executive at the same time related bonuses are paid to the Company’s continuing executive employees. (ciii) the Company shall provide If Executive with a lump sum payment of $64,933 (which amount represents a pro rata payment of Executive’s 2021 target bonus through April 20, 2021), less applicable tax withholding; (d) the Company shall make fourteen (14) months of premium payments on behalf of Executive and Executive’s dependents following the Effective Date (with a catch-up payment for payments deferred pending the irrevocability of the Release), up elects to receive continued healthcare coverage pursuant to the monthly amount the Company was paying as the employer-portion provisions of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Separation Date, provided that Executive timely elects to extend and continue health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law amended (“COBRA”) for this period ), the Company shall directly pay that portion of the premium for Executive and his eligible Executive’s covered dependents enrolled immediately before necessary such that Executive contributes the same amount to COBRA coverage as Executive contributed to medical, dental and vision coverage prior to the Agreement Date (the “COBRA Premiums”), such payment to continue until the earlier of (i) the last day of the month during which the two (2) month anniversary of the Separation Date; andDate falls or (ii) the date Executive becomes eligible for comparable coverage under another employer’s plans. After the Company ceases to pay the COBRA Premiums pursuant to the preceding, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA. Executive acknowledges that he shall be solely responsible for all matters relating to Executive’s continuation of coverage pursuant to COBRA, including, without limitation, Executive’s election of such coverage and his timely payment of premiums. (eiv) Executive The Company shall be entitled to acceleration of accelerate the vesting of Executive’s stock units each Equity Award held by Executive as of the Separation Date with respect to that number of unvested shares subject to the Equity Award as otherwise would have vested had Executive continued employment with the Company through August 31, 2016. (v) Executive understands and agrees that all payments under this Agreement will be subject to appropriate tax withholding and other deductions. To the extent any taxes may be payable by Executive for the benefits provided to him by this Agreement beyond those withheld by the Company, Executive agrees to pay them himself and to indemnify and hold the Company and the other entities released herein harmless for any tax claims or penalties, and associated attorneys’ fees and costs, resulting from any failure by him to make required payments. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such reimbursements shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (vi) Executive agrees that the payments provided by this Section 3 are not required under the Company’s Common Stock normal policies and procedures and are provided as immediately prior to the Mergers as follows: • full acceleration of vesting of the restricted stock units (“RSUs”) granted as Executive’s fiscal year 2020 bonus; • accelerated vesting of the RSUs granted as Executive’s 2021 Focal Equity Award that were scheduled to vest through June 30, 2021; • vesting in 225% of the target number of shares of Common Stock (the amount of performance determined by the Company’s Compensation Committee or its delegate to have been achieved thereunder) subject to Executive’s 2020 market value stock unit (“MVSU”) award (to which Executive is entitled without regard to termination of employment or the delivery of the Release); and • full acceleration of vesting of all other RSUs. The RSUs and MVSUs (and the shares of Company Common Stock issuable thereunder) that are accelerated pursuant to this subsection (e) shall be deemed outstanding and vested prior to the Delaware Merger Effective Time and will be exchanged (and tax withheld) in accordance with Sections 5.4(f) and (g) of the Merger Agreement. The “Effective Date” of the Release means the eighth day after the date Executive signs the Release (if it is not revoked prior thereto). The amounts specified in (a), (b) and (c) above will be paid by Company on the Effective Date. For the avoidance of doubt, the a severance consideration provided under this Section 4 constitutes the entire severance payments and consideration receivable by Executive solely in connection with Executive’s this Agreement. Executive acknowledges and agrees that the payments referenced in this Section 3 constitute adequate and valuable consideration, in and of themselves, for the promises contained in this Agreement. Executive acknowledges that the payment and arrangements herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to Executive as a result of his employment with the Company and the termination of employment and supersedes and replaces thereof, including, without limitation, any other severance and compensation payable under the CIC Agreement, the Merger Agreement, and any other employment agreement with the CompanyOffer Letter.