Common use of Termination by Company without Cause or by Executive for Good Reason Clause in Contracts

Termination by Company without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment without Cause (other than by reason of death or Disability) or Executive terminates employment with the Company Group for Good Reason, then Executive shall be entitled to receive the following: (a) the Accrued Benefits, (b) an amount equal to twelve (12) months of the Base Salary as in effect immediately before the Termination Date (the “Severance Payment”) payable in substantially equal installments in accordance with the Company’s regularly scheduled executive payroll starting on the first regularly scheduled payroll date following the Release Effective Date (the “Initial Installment Date”), which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Code”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”), which Release becomes effective (i.e., Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date of the Release, the “Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered the Release and any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination by the Company without Cause or by Executive for Good Reason, Executive shall have no rights to any compensation or any other benefits under this Agreement other than as specifically provided in this Section 2.4.

Termination by Company without Cause or by Executive for Good Reason. If In the Company terminates event that Executive’s employment is terminated during the Employment Term by the Company without Cause (other than by reason of death or Disabilitypursuant to Section 7(a) or by Executive terminates employment for Good Reason pursuant to Section 7(b), the Company shall compensate Executive as follows: (i) on the date of termination, the Company shall pay to the Executive a lump sum amount equal to (A) any portion of unpaid Base Compensation and Equity Grant then due for periods on or prior to the effective date of termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company Group prior to the date of termination; and (iii) on the date that the Bonus for Good Reasonthe Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, then payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (the “Release”) and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of termination, the Company shall (y) pay to the Executive the Severance Payment (as defined below), which Severance Payment shall be entitled paid within five (5) business days following the date the Release becomes effective (and no longer subject to receive revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from the following: (a) the Accrued Benefitsdate of termination. As used herein, (b) “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of the date of termination (or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary as rate in effect immediately before prior to such reduction). In the Termination Date event Executive’s employment is terminated without Cause or for Good Reason and a Change of Control of the Company occurs within six (6) months of such termination, Executive also shall be entitled to the “severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, the Severance Payment”) payable in substantially equal installments in accordance with Payment shall not be paid until the later taxable year. If the Company’s regularly scheduled executive payroll starting on reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject the first regularly scheduled payroll date following Company to any tax or penalty under the Release Effective Date Patient Protection and Affordable Care Act or Section 105(h) of the Code (the “Initial Installment DateSection 105(h)”), which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Code”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for agree to work together in good faith to restructure such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”), which Release becomes effective (i.e., Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date of the Release, the “Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered the Release and any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination by the Company without Cause or by Executive for Good Reason, Executive shall have no rights to any compensation or any other benefits under this Agreement other than as specifically provided in this Section 2.4benefit.

Termination by Company without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment without Cause (other than by reason of death or Disability) or Executive terminates employment with the Company Group resigns for Good Reason, then the Company shall pay Executive shall be entitled to receive the following: (a) the Accrued Benefits, (b) an amount equal to twelve (12) months of the Base Salary as in effect immediately before the Termination Date (the “Severance Payment”) payable in substantially equal installments his earned but unpaid base salary in accordance with the Company’s regularly scheduled executive standard payroll starting practices (and, in any event, on or prior to March 15th of the first regularly scheduled payroll date calendar year following the Release Effective Date (the “Initial Installment Date”calendar year in which such termination of employment occurs). In addition, which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Code”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery execution and non-revocation of a general waiver and release of claims agreement in favor of the Company and its affiliates in Company’s customary form (a form prescribed by the Company (the “Release”), which Release becomes effective the Company shall (i.e.1) pay Executive (i) 100% of his then-current annual base salary for the 12-month period following such termination payable in accordance with the Company’s standard payroll practices, Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date of the Release, the “Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach any earned but unpaid annual bonus for any year prior to the year of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered termination by the Release and any thirtieth (30th) day following the receipt by the Board or the audit committee thereof of audited financial statements for the applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the and in no event later than end of the Release Effective Date and calendar year following the first day calendar year in which the services relating to such bonus were performed, (iii) Executive’s Earned Bonus for the year of such subsequent calendar year. Upon a termination by the Company without Cause thirtieth (30th) day following the receipt by the Board or the audit committee thereof of audited financial statements for the applicable calendar year, and in no event later than end of the calendar year following the calendar year in which the services relating to such bonus were performed, each of which obligations shall remain in effect even if Executive accepts other employment, (iv) an amount to cover the remaining contractual commitments incurred by Executive for Good ReasonHousing, Executive shall have no rights Car and Medical expenses in each case not to any compensation or any other benefits under this Agreement other than as specifically provided exceed the Executives stated allowance for a particular expense and a 12 month period unless a longer period is pre-approved by the Company in this Section 2.4writing prior to the initial contractual commitment, and (v) an amount of up to SGD 7,000 for costs incurred for a move from Singapore to a location of Executive’s choice.

Termination by Company without Cause or by Executive for Good Reason. If In the Company terminates event the Executive’s employment is terminated by the Company without Cause (other than by reason of death “Cause” as defined in Section 6.2 or Disability) or in the event the Executive terminates his/her employment with for “Good Reason” as defined in Section 6.3, the Company Group for Good Reasonshall be obligated to pay the Executive all accrued salary, then vacation pay, expense reimbursements and any other sums due to the Executive through the date of termination. In addition, the Executive shall be entitled to receive the followingfollowing severance benefits provided the Executive executes and does not revoke a severance and release agreement drafted by and reasonably satisfactory to the Company: (ai) for a period of six (6) months3 following the Accrued BenefitsExecutive’s date of termination, (b) an amount equal the Company will continue to twelve (12) months of pay to the Base Salary as in effect immediately before the Termination Date (the “Severance Payment”) payable in substantially equal installments Executive, in accordance with the Company’s regularly scheduled executive established payroll starting on procedure, his/her Base Salary; (ii) should the first regularly scheduled payroll date following Executive be eligible for and elect to continue receiving group medical and dental insurance pursuant to the Release Effective Date (federal “COBRA” law, 29 U.S.C. § 1161 et seq., the “Initial Installment Date”)Company will, which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately months4 following the Termination Date and upon the effectiveness Executive’s date of the Releasetermination, pay all premium costs for such continued coverage; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Code”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s electioniii) the premiums for such coverage to Restrictive Period (as defined in the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicableRestrictive Covenant Agreement) will be deemed modified such that it is no longer entitled reduced to COBRA under the Company’s group health plan, or a six (z6) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying month period5. Notwithstanding any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided other provision set forth in this clause (e) to Employment Agreement, in the extent it deems necessary or appropriate to avoid event the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits employment is subject to (i) Executive’s execution, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”), which Release becomes effective (i.e., Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date of the Release, the “Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered the Release and any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination terminated by the Company without Cause “Cause” or by the Executive terminates his/her employment for “Good Reason” prior to the expiration of the Term of Employment, the Executive shall have no rights receive, pursuant to any compensation or any other the terms and conditions set forth herein, only the severance benefits under this Agreement other than as specifically provided set forth in this Section 2.47.1, and shall not be eligible (nor shall the Company be liable) for any additional payments, benefits, compensation, or consideration whatsoever (including any bonus not yet paid and/or any contingent payments as more fully described in Exhibit A to the Merger Agreement, that the Executive may have received had his/her employment not terminated).

Termination by Company without Cause or by Executive for Good Reason. (a) Severance. If the Company terminates the Executive’s employment without for any reason other than Cause (other than by reason including as a result of the Executive’s death or Disability) ), or if the Executive terminates his employment with the Company Group for Good Reason, then, provided the Executive (or his legal representative, if applicable) executes the release of claims described in Section 6(b), and subject to Section 6(c), then Executive shall be entitled to receive the following: (a) Company will promptly pay the Accrued BenefitsExecutive, (b) in a lump sum, an amount equal to twelve two times the sum of (12i) months the Executive’s base salary in effect on such termination date and (ii) the amount of the Base Salary as bonus the Executive would receive under the Company’s Enhanced Fairchild Incentive Program (EFIP), assuming a 100% payout based on the Executive’s base salary and EFIP incentive level in effect immediately before prior to such termination (whether or not such a bonus has been or is expected to be paid to other executives or employees of the Termination Date (Company for the “Severance Payment”) payable fiscal period in substantially equal installments which such termination occurs). If EFIP bonuses are later paid to EFIP participants at a level higher than 100% in accordance with respect of the last fiscal period during which the Executive had been employed by the Company’s regularly scheduled executive payroll starting on , then the first regularly scheduled payroll date following Company shall pay the Release Effective Date (Executive two times the “Initial Installment Date”), which initial installment shall include all amounts difference between the amount that otherwise would have been paid under this clause (b) prior to such date the Executive had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive remained employed by the Company, and been entitled to receive such bonus, and the amount determined under clause (ii) above. If at the time of such a termination the EFIP program has been discontinued or replaced, then the amount payable under clause (ii) above shall remain outstanding be the target or actual amount that the Executive is entitled to receive under any incentive bonus program in which he is then participating. The Executive will be responsible for all taxes relating to such payments and continue to vest for a period the Company will make all required withholdings of twelve (12) months immediately following the Termination Date and upon the effectiveness all such taxes. In addition, any of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant 50,000 deferred stock units awarded to the Internal Revenue Code Executive in connection with his hiring by the Company in 2004 that are outstanding as of 1986 (the “Code”) Section 4980B (“COBRA”)date of such termination, payment and which are not then vested, shall become fully vested and shall be considered to be earned and payable in full, and any deferral or other restrictions on behalf such DSUs shall lapse and such DSUs shall be settled as promptly as is practicable following such termination. The Executive will be responsible for all taxes relating to such payments and vesting and the Company will make all required withholdings of all such taxes. In addition, the Company will provide continued medical benefits for the Executive or reimbursement of (and his eligible dependents, under COBRA coverage, at the Company’s election) the premiums expense for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”), which Release becomes effective (i.e., Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (two years following the effective date of such termination. At the Releasetime of such termination, the “Release Effective Date”) Company shall pay the Executive in cash for all accrued and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered the Release and any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination by the Company without Cause or by Executive for Good Reason, Executive shall have no rights to any compensation or any other benefits under this Agreement other than as specifically provided in this Section 2.4unused vacation time.

Termination by Company without Cause or by Executive for Good Reason. If the (1) The Company terminates Executive’s employment may terminate this Agreement at any time without Cause (other than by reason of death or Disability) or as defined in Section 4(b)(1)), and Executive terminates employment may terminate this Agreement at any time with the Company Group for Good ReasonReason (as defined in Section 4(c)(2)), then Executive shall be entitled to receive the following: (a) the Accrued Benefits, (b) an amount equal to twelve (12) months of the Base Salary as in effect immediately before the Termination Date (the “Severance Payment”) payable in substantially equal installments in accordance with whereupon the Company’s regularly scheduled executive payroll starting on the first regularly scheduled payroll date following the Release Effective Date (the “Initial Installment Date”), which initial installment shall include all amounts that otherwise would have been paid obligations and Executive’s rights under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination DateAgreement shall terminate, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Code”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided except that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxesshall, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery within 21 days following Executive’s date of termination, and non-revocation of a an effective general release of claims in favor of the Company and its affiliates (i) pay to Executive, in lump sum, on the date that is 30 days following Executive’s date of termination, an amount equal to Executive’s base salary for twenty-four months, (ii) pay to Executive, on the date that is 30 days following Executive’s date of termination, a pro-rata amount of Executive’s bonus under the MIP for the year of termination that Executive would have otherwise earned based on actual performance through the end of the fiscal quarter that ended most recently prior to the date of termination, (iii) accelerate on a pro-rata basis the vesting of Executive’s performance-based equity awards outstanding on the date of termination in a manner consistent with the terms thereof, which: (x) in the case of equity awards that vest based upon the attainment of TSR performance targets, actual performance through the date of termination and (y) in the case of equity awards that vest based on the attainment of non-TSR performance targets, shall be based upon actual performance through the end of the fiscal quarter that ended most recently prior to the date of termination; and (iv) if Executive elects continuation coverage under the Company’s health insurance plan pursuant to COBRA, the continuation of health benefits (in the form prescribed of COBRA reimbursement paid by the Company) for Executive, his spouse and his dependents, for a period of 18 months (or a shorter period, to the extent Executive becomes eligible for health benefits from a subsequent employer), to the extent that the same are available under policies held by the Company (the “Release”), which Release becomes effective (i.e., Executive has signed during such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date of the Release, the “Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered the Release and any applicable revocation period has expiredperiod. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination payment by the Company without Cause of the COBRA premium payments described in the foregoing sentence will subject or by Executive for Good Reasonexpose the Company to taxes or penalties, Executive shall have and the Company agree to renegotiate the provisions of Section 4(c)(1)(iv) in good faith and enter into a substitute arrangement pursuant to which the Company will not be subjected or exposed to taxes or penalties and Executive will be provided with payments or benefits with an economic value that is no rights to any compensation or any other benefits under this Agreement other less than as specifically provided in this Section 2.4the economic value of such payments.

Termination by Company without Cause or by Executive for Good Reason. If The Company may terminate the Company terminates Employment Term and Executive’s employment at any time without Cause (other than by reason of death or Disability) or as defined below), and Executive terminates may terminate the Employment Term and Executive’s employment with for Good Reason (in either case, a “Severance Termination”). If a Severance Termination occurs, subject to Sections 5.5 and 7.10, in addition to the Accrued Rights, the Company Group for Good Reason, then will pay Executive shall be entitled to receive the following: (ai) the Accrued Benefits, (b) a severance payment in an amount equal to twelve (12) months of the one times Executive’s then-current Base Salary as in effect immediately before the Termination Date (the “Severance Payment”) Salary, payable in substantially equal installments in accordance with the Company’s regularly scheduled executive normal payroll starting on practices during the first regularly scheduled payroll date following the Release Effective Date (the “Initial Installment Date”), which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) 12 months immediately following the Termination Date and upon date of termination of Executive’s employment, (ii) any earned but unpaid Annual Bonus for the effectiveness fiscal year immediately preceding the fiscal year of Executive’s termination of employment, subject to certification of the Release; Company’s financial results by the Compensation Committee, payable when bonuses under the annual incentive plan for such fiscal year are paid to other executives of the Company, (iii) any Annual Bonus that Executive would have earned for the fiscal year in which his termination of employment occurred, prorated for the number of months that Executive was employed by the Company in such fiscal year and subject to certification of the Company’s financial results by the Compensation Committee, payable when bonuses under the annual incentive plan for such fiscal year are paid to other executives of the Company, and (eiv) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health medical plan pursuant to Part 6 of Subtitle B of Title I of the Internal Revenue Code Employee Retirement Income Security Act of 1986 (the “Code”) Section 4980B 1974, as amended (“COBRA”), reimbursement for a portion of Executive’s monthly COBRA payment on behalf of Executive or (provided such reimbursement of (at does not result in any penalties for the Company’s election) the premiums for such coverage in an amount equal to the extent portion of the medical plan premium the Company pays for actively employed executives who elect similar coverage plus an additional “gross-up” amount intended to make Executive whole for his federal, state and local tax liability with respect to the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company reimbursement, until the earliest earlier of twelve (12x) months from the Termination Date, Executive’s eligibility for any such coverage under another employer’s medical plan or (y) the date on which Executive (or that is 12 months after the termination of Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or employment (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance BenefitsPayment”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”), which Release becomes effective (i.e., Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified The COBRA reimbursements described in the Release) (the effective date of the Release, the “Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article III, and no Severance Benefits immediately preceding sentence shall be made until Executive has executed and delivered the Release and any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination by the Company without Cause or by Executive for Good Reason, Executive shall have no rights taxable to any compensation or any other benefits under this Agreement other than as specifically provided in this Section 2.4Executive.

Termination by Company without Cause or by Executive for Good Reason. Not In Connection with a Change in Control. If the Company terminates Executive’s employment without Cause or if Executive resigns his employment for “Good Reason” (as defined below), in either case at any time other than by reason upon the occurrence of, or within the 13 months immediately following, the effective date of death or Disability) or Executive terminates employment with a “Change in Control” (as defined below), the Company Group for Good Reasonshall pay Executive’s accrued and unpaid base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company) (the “Release”) within the time period specified therein, but in no event later than 45 days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then (i) Executive shall be entitled to receive severance in the following: (a) form of continuation of his base salary, at the Accrued Benefits, (b) an amount base salary rate equal to twelve (12) months the greater of the Base Salary as rate in effect at the time of termination or the rate immediately before prior to the Termination Date event giving rise to Good Reason (the “Severance Payment”) payable in substantially equal installments in accordance with the Company’s regularly scheduled executive payroll starting on the first regularly scheduled payroll date following the Release Effective Date (the “Initial Installment DatePayments”), which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) 12 months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 termination date (the “Code”) Section 4980B (“COBRA”Severance Period” ), payment on behalf of Executive or reimbursement of and (at the Company’s electionii) the premiums for such coverage Company will pay directly to the extent insurance provider the amount of such premiums exceeds the amount paid by the Company toward the premiums premium for the same COBRA continuation coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or and Executive’s spouse family during the Severance Period or dependentsuntil he obtains new employment, as applicable) is no longer entitled to whichever comes first (the “COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment DateCoverage”); provided that that, if the Company may unilaterally amend determines that it cannot provide the COBRA Coverage without potentially violating applicable law or eliminate incurring additional expense under applicable law (including, without limitation, Section 2716 of the benefit provided Public Health Service Act), the Company will provide Executive, in this clause (e) lieu thereof, taxable, continued installment payments equal to the extent it deems necessary or appropriate to avoid the imposition of taxesCOBRA premium, penalties or similar charges payable on the Company Group; and provided furtherlast day of a given month, that all for 12 months (measured from the termination date), which payments pursuant to this clause (e) are subject to will be made regardless of whether Executive furnishing all documentation requested by the Company evidencing relevant elects COBRA premiums and payment thereof continuation coverage (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated “COBRA Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein the foregoing, the number of months of COBRA Bonus to be paid, in any case, shall be reduced by the contrary, Executive’s receipt number of months of COBRA Coverage previously paid by the Company. The Severance Benefits is Payments will be subject to (i) Executivestandard payroll deductions and withholdings and will be made on the Company’s executionregular payroll cycle, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”)provided, which Release becomes effective (i.e.however, Executive has signed such Release and that any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (Severance Payments otherwise scheduled to be made prior to the effective date of the ReleaseRelease shall accrue and be paid in the first payroll period that follows such effective date, provided, further, that if the “45 day period to execute the Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article IIIspans two calendar years, and no Severance Benefits shall Payments will be made until Executive has executed and delivered the Release and any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination by the The Company without Cause or by Executive for Good Reason, Executive shall thereafter have no rights further obligations to any compensation or any other benefits Executive under this Agreement other than Agreement, except as specifically otherwise provided in this Section 2.4by law.

Termination by Company without Cause or by Executive for Good Reason. If In the event that Executive’s engagement is terminated during the Engagement Term by the Company terminates Executive’s employment without Cause (other than pursuant to Section 8(a), by reason of death or Disability) or Executive terminates employment with for Good Reason pursuant to Section 8(b), the Company Group elects not to renew the Engagement Term without Cause, or the Executive elects not to renew the Engagement Term for Good Reason, then the Company shall pay and/or provide Executive Accrued Compensation and, subject to Executive executing a release in the form set forth in Exhibit A attached hereto (such release becomes irrevocable within sixty (60) days of termination), the Company shall (i) pay to the Executive on the sixtieth (60th) following termination of employment a lump sum amount equal to (a) twelve (12) months of Executive’s Base Compensation, Sign-on Bonus and Minimum 2022 Bonus if this Agreement is terminated prior to December 31, 2022, or (b) Base Compensation and Subsequent Year Minimum Bonus if this Agreement is terminated after December 31, 2022, (ii) provide reimbursement to Executive for the COBRA premiums Executive pays to maintain health insurance coverage through the twelve (12) month anniversary of the date of termination and (iii) cause any equity awards granted prior to the Effective Date, that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable. Notwithstanding the foregoing, if Executive’s engagement is terminated or not renewed without Cause or for Good Reason and a Change of Control of the Company occurs within six (6) months after such termination or within twenty-four (24) months prior to such termination (“Change in Control Termination”), then Executive shall be entitled to receive the following: (aseverance benefits set forth under Section 9(c) the Accrued Benefits, (b) an amount equal to twelve (12) months of the Base Salary as in effect immediately before the Termination Date (the “Severance Payment”) payable in substantially equal installments in accordance with the Company’s regularly scheduled executive payroll starting on the first regularly scheduled payroll date following the Release Effective Date (the “Initial Installment Date”), which initial installment shall include all amounts that otherwise would have been paid and not under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”9(b), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Code”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”), which Release becomes effective (i.e., Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date of the Release, the “Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered the Release and any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination by the Company without Cause or by Executive for Good Reason, Executive shall have no rights to any compensation or any other benefits under this Agreement other than as specifically provided in this Section 2.4.

Termination by Company without Cause or by Executive for Good Reason. Not In Connection with a Change in Control. If the Company terminates Executive’s employment without Cause or if Executive resigns his employment for Good Reason (as defined below), in either case at any time other than by reason upon the occurrence of, or within the 13 months immediately following, the effective date of death or Disability) or Executive terminates employment with a Change in Control, the Company Group for Good Reasonshall pay Executive’s accrued and unpaid base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition to the above, if Executive furnishes to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company) (the “Release”) within the time period specified therein, but in no event later than 45 days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then (i) Executive shall be entitled to receive severance in the following: (a) form of continuation of his base salary, at the Accrued Benefits, (b) an amount base salary rate equal to twelve (12) months the greater of the Base Salary as rate in effect at the time of termination or the rate immediately before prior to the Termination Date event giving rise to Good Reason (the “Severance Payment”) payable in substantially equal installments in accordance with the Company’s regularly scheduled executive payroll starting on the first regularly scheduled payroll date following the Release Effective Date (the “Initial Installment DatePayments”), which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve nine (129) months immediately following the Termination Date and upon termination date (the effectiveness of the Release; “Severance Period”), and (eii) if Executive is eligible timely elects COBRA coverage, the Company will pay directly to the insurance provider the premium for and timely and properly elects COBRA continuation coverage under for Executive and Executive’s family during the Company’s group health plan pursuant to the Internal Revenue Code of 1986 Severance Period or until he obtains new employment, whichever comes first (the “CodeCOBRA Coverage”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that that, if the Company may unilaterally amend determines that it cannot provide the COBRA Coverage without potentially violating applicable law or eliminate incurring additional expense under applicable law (including, without limitation, Section 2716 of the benefit provided Public Health Service Act), the Company will provide Executive, in this clause (e) lieu thereof, taxable, continued installment payments equal to the extent it deems necessary or appropriate to avoid the imposition of taxesCOBRA premium, penalties or similar charges payable on the Company Group; and provided furtherlast day of a given month, that all for 9 months (measured from the termination date), which payments pursuant to this clause (e) are subject to will be made regardless of whether Executive furnishing all documentation requested by the Company evidencing relevant elects COBRA premiums and payment thereof continuation coverage (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated “COBRA Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein the foregoing, the number of months of COBRA Bonus to be paid, in any case, shall be reduced by the contrary, Executive’s receipt number of months of COBRA Coverage previously paid by the Company. The Severance Benefits is Payments will be subject to (i) Executivestandard payroll deductions and withholdings and will be made on the Company’s executionregular payroll cycle, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”)provided, which Release becomes effective (i.e.however, Executive has signed such Release and that any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (Severance Payments otherwise scheduled to be made prior to the effective date of the ReleaseRelease shall accrue and be paid in the first payroll period that follows such effective date, provided, further, that if the “45 day period to execute the Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article IIIspans two calendar years, and no Severance Benefits shall Payments will be made until Executive has executed and delivered the Release and any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination by the The Company without Cause or by Executive for Good Reason, Executive shall thereafter have no rights further obligations to any compensation or any other benefits Executive under this Agreement other than Agreement, except as specifically otherwise provided in this Section 2.4by law.

Termination by Company without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment without Cause (other than by reason of death or Disability) or Executive terminates employment with the Company Group for Good Reason, then Executive shall be entitled to receive the following: (a) the Accrued Benefits, (b) an amount equal to twelve (12) months of the Base Salary as in effect immediately before the Termination Date (the “Severance Payment”) payable in substantially equal installments in accordance with the Company’s regularly scheduled executive payroll starting on the first regularly scheduled payroll date following the Release Effective Date (the “Initial Installment Date”), which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Code”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”), which Release becomes effective (i.e., Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date of the Release, the “Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered the Release and any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination terminated by the Company without Cause or by Executive for Good ReasonReason (a “Qualifying Termination”), Executive shall will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, subject to Section 8(d) and subject to Executive’s continued compliance with Section 10 as if Executive remained employed during the period Executive is eligible to receive any severance benefits, Executive (or his legal representative or estate in the case of his death or disability) will be entitled to receive the following severance benefits: (i) a lump sum amount equal to the Severance Amount, (ii) subject to the provisions of section 5(b), any unpaid Actual Bonus relating to performance periods that have no rights ended on or before Executive’s termination of employment that the Company’s Board or a committee has approved, (iii) the Pro Rata Bonus, (iii) the Medical Benefits and (iv) the Equity Vesting Benefits. (i) The “Severance Amount” will be equal to: (A) if such Qualifying Termination is (1) within 3 months prior to any compensation a Change in Control of the Company or any (2) within 12 months following a Change in Control of the Company (a “Qualifying CIC Termination”), eighteen (18) months’ Base Salary; or (B) if such Qualifying Termination is not a Qualifying CIC Termination, twelve (12) months’ Base Salary. (ii) The “Pro Rata Bonus” will be equal to: (A) if such Qualifying Termination is a Qualifying CIC Termination, a prorated annual bonus for the year of termination based on the period of time elapsed from the start of the applicable performance period through the Date of Termination, calculated based on the greater of actual and target performance or (B) if such Qualifying Termination is not a Qualifying CIC Termination, a prorated annual bonus for the year of termination based on the period of time elapsed from the start of the applicable performance period through the Date of Termination, calculated based on actual performance and payable at the end of the performance period. (iii) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to (including the applicable cost of coverage) that provided to other benefits under senior executives of the Company (which may be provided pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985) for: (A) if such Qualifying Termination is a Qualifying CIC Termination, eighteen (18) months following the Date of Termination, or (B) if such Qualifying Termination is not a Qualifying CIC Termination, twelve (12) months following the Date of Termination. If this Agreement to provide benefits continuation raises any compliance issues or impositions of penalties under the Patient Protection and Affordable Care Act of 2010 or other than as specifically provided in this Section 2.4.applicable law, then the DocuSign Envelope ID: E7D0EA88-81DA-4EA3-95B0-7C64B345DEF0

Termination by Company without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment without Cause (other than by reason of death or Disability) or Executive terminates employment with the Company Group resigns for Good Reason, then the Company shall pay Executive shall be entitled to receive the following: (a) the Accrued Benefits, (b) an amount equal to twelve (12) months of the Base Salary as in effect immediately before the Termination Date (the “Severance Payment”) payable in substantially equal installments his earned but unpaid base salary in accordance with the Company’s regularly scheduled executive standard payroll starting practices (and, in any event, on or prior to March 15th of the first regularly scheduled payroll date calendar year following the Release Effective Date (the “Initial Installment Date”calendar year in which such termination of employment occurs). In addition, which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted Section 4(b) and subject to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Code”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery execution and non-revocation of a general waiver and release of claims agreement in favor of the Company and its affiliates in Company’s customary form (a form prescribed by the Company (the “Release”) in accordance with Section 4(c), which Release becomes effective the Company shall (i.e.1) pay Executive (i) 100% of his then-current annual base salary for the 12-month period following such termination payable in accordance with the Company’s standard payroll practices and subject to Section 4(c), Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date of the Release, the “Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach any earned but unpaid annual bonus for any year prior to the year of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered termination by the Release and any thirtieth (30th) day following the receipt by the Board or the audit committee thereof of audited financial statements for the applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the and in no event later than end of the Release Effective Date calendar year following the calendar year in which the services relating to such bonus were performed, and (iii) Executive’s Earned Bonus for the first day year of such subsequent calendar year. Upon a termination by the Company without Cause thirtieth (30th) day following the receipt by the Board or the audit committee thereof of audited financial statements for the applicable calendar year, and in no event later than end of the calendar year following the calendar year in which the services relating to such bonus were performed, each of which obligations shall remain in effect even if Executive accepts other employment, and (B) subject to Executive’s election to receive COBRA continuation coverage (for himself, and/or his dependents, as applicable), make any COBRA continuation coverage premium payments (not only for Executive, but, if applicable, for Executive’s dependents), for the 6-month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by Executive for Good Reason, Executive shall have no rights to any compensation or any other benefits under this Agreement other than as specifically provided in this Section 2.4a subsequent employer.

Termination by Company without Cause or by Executive for Good Reason. If the Company terminates Executive’s employment without Cause (other than by reason of death or Disability) or Executive terminates employment with the Company Group resigns for Good Reason, then the Company shall pay Executive shall be entitled to receive the following: (a) the Accrued Benefits, (b) an amount equal to twelve (12) months of the Base Salary as in effect immediately before the Termination Date (the “Severance Payment”) payable in substantially equal installments their earned but unpaid base salary in accordance with the Company’s regularly scheduled executive standard payroll starting practices (and, in any event, on or prior to April 30th of the first regularly scheduled payroll date calendar year following the Release Effective Date (the “Initial Installment Date”calendar year in which such termination of employment occurs). In addition, which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted Section 4(b) and subject to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Code”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery execution and non-revocation of a general waiver and release of claims agreement in favor the Company’s customary form (a “Release”) in accordance with Section 4(c), the Company shall (A) pay Executive (i) 100% of their then-current annual base salary for the 12-month period following such termination payable in accordance with the Company’s standard payroll practices and subject to Section 4(c), (ii) any earned but unpaid annual bonus for any year prior to the year of termination by no later than April 30th of the calendar year following the calendar year in which the services relating to such bonus were performed, and (iii) Executive’s Earned Bonus for the year of termination by no later than April 30th of the calendar year following the calendar year in which the services relating to such bonus were performed, each of which obligations shall remain in effect even if Executive accepts other employment, and (B) subject to Executive’s election to receive COBRA continuation coverage (for themselves and/or their dependents, as applicable), make any COBRA continuation coverage premium payments (not only for Executive, but, if applicable, for Executive’s dependents), for the 6-month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer; provided, however, that in the event that the Company and its affiliates determines that providing such COBRA continuation coverage could reasonably be expected to result in a form prescribed by adverse tax consequences to Executive or the Company (or any of the “Release”Company’s subsidiaries or Affiliates), which Release becomes effective (i.e., the Company may instead make a monthly cash payment to Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date amount of the Release, the “Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered the Release and any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period COBRA continuation coverage premium payments during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination by the Company without Cause or by Executive for Good Reason, Executive shall have no rights to any compensation or any other benefits under this Agreement other than as specifically provided in this Section 2.4period.

Termination by Company without Cause or by Executive for Good Reason. Not In Connection with a Change in Control. If the Company terminates Executive’s employment without Cause (other than by reason of death or Disability) or if Executive terminates resigns his employment with the Company Group for Good Reason, in either case at any time other than upon the occurrence of, or within the 13 months immediately following, the effective date of a Change in Control, the Company shall pay Executive’s base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company) (the “Release”) within the time period specified therein, but in no event later than 45 days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then (i) Executive shall be entitled to receive severance in the following: (a) form of continuation of his base salary, at the Accrued Benefits, (b) an amount equal to twelve (12) months of the Base Salary as base salary rate in effect immediately before at the Termination Date time of termination (the “Severance Payment”) payable in substantially equal installments in accordance with the Company’s regularly scheduled executive payroll starting on the first regularly scheduled payroll date following the Release Effective Date (the “Initial Installment DatePayments”), which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) six months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 termination date (the “Code”) Section 4980B (“COBRA”Severance Period” ), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”), which Release becomes effective (i.e., Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date of the Release, the “Release Effective Date”) and (ii) pay directly to the insurance provider the premium for COBRA continuation coverage for Executive and Executive’s past family during the Severance Period or until he obtains new employment, whichever comes first (the “COBRA Coverage”). The Severance Payments will be subject to standard payroll deductions and continued compliance withholdings and non-breach of any provisions in Article III, and no Severance Benefits shall will be made until Executive has executed and delivered on the Release and Company’s regular payroll cycle, provided, however, that any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination by the Company without Cause or by Executive for Good Reason, Executive shall have no rights to any compensation or any other benefits under this Agreement other than as specifically provided in this Section 2.4.Severance Payments otherwise