Common use of Termination without Cause or Resignation for Good Reason in Connection with a Change of Control Clause in Contracts

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If, during the Term of this Agreement, the Company terminates Executive’s employment without Cause, or the Executive resigns his employment hereunder for Good Reason, at any time during the period that begins three (3) months prior to and ends twelve (12) months following the effective date of a Change of Control (the “Change of Control Period”), then the Company shall pay Executive’s accrued 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, subject to the Executive (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination and (b) allowing the Release and Waiver to become effective in accordance with its terms, then, conditioned upon Executive’s complying with, and continuing throughout the Severance Period to comply with, Executive’s post-termination nonsolicitation and nondisparagement obligations as set forth in Sections 2.3 and 2.4, Executive shall be entitled to the Severance Package described above; provided however, that the entire Target Bonus for the year of termination shall be payable in lieu of a payment set forth pursuant to subparagraph (ii) of Section 4.5.3.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If, during the Term of this Agreement, If the Company terminates Executive’s employment without Cause, or the if Executive resigns his employment hereunder for Good Reason, at any time during upon the period that begins three occurrence of, or within thirty (330) days prior to, or within six (6) months prior to and ends twelve (12) months following following, the effective date of a Change of Control (the “Change of Control Period”)Control, then the Company shall pay Executive’s accrued base salary and accrued and unused vacation benefits earned through Executive the date of termination, at the rate in effect at the time of terminationTermination Amounts, less standard deductions and withholdings. In addition, subject to the Executive (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination and (b) allowing the Release and Waiver to become effective in accordance with its terms, then, conditioned upon Executive’s complying with, and continuing throughout the Severance Period to comply with, Executive’s post-termination nonsolicitation and nondisparagement obligations as set forth in Sections 2.3 and 2.4, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to the Severance Package described abovegreater of twelve (12) months of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term; provided however(2) payment of Executive’s premiums to cover COBRA for a period of eighteen (18) months following the termination date; (3) a prorated annual bonus equal to the target Annual Bonus, that the entire Target Bonus if any, for the year of termination multiplied by a fraction, the numerator of which shall be payable the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in lieu of a payment set forth pursuant to subparagraph (ii) of Section 4.5.3the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If, during the Term of this Agreement, If the Company terminates Executive’s employment without Cause, or the if Executive resigns his employment hereunder for Good Reason, at any time during upon the period that begins three occurrence of, or within thirty (330) days prior to, or within six (6) months prior to and ends twelve (12) months following following, the effective date of a Change of Control (the “Change of Control Period”)Control, then the Company shall pay Executive’s accrued base salary and accrued and unused vacation benefits earned through Executive the date of termination, at the rate in effect at the time of terminationTermination Amounts, less standard deductions and withholdings. In addition, subject to the Executive (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination and (b) allowing the Release and Waiver to become effective in accordance with its terms, then, conditioned upon Executive’s complying with, and continuing throughout the Severance Period to comply with, Executive’s post-termination nonsolicitation and nondisparagement obligations as set forth in Sections 2.3 and 2.4, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to eighteen (18) months of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason); (2) payment of Executive’s premiums to cover COBRA for a period of eighteen (18) months following the termination date; (3) a prorated annual bonus equal to the Severance Package described above; provided howevertarget Annual Milestone Bonus, that the entire Target Bonus if any, for the year of termination multiplied by a fraction, the numerator of which shall be payable the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2) and (3) above will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in lieu of a payment set forth pursuant to subparagraph (ii) of Section 4.5.3the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If, during the Term of this Agreement, If the Company terminates Executive’s employment without Cause, or the if Executive resigns his employment hereunder for Good Reason, at any time during upon the period that begins three occurrence of, or within thirty (330) days prior to, or within six (6) months prior to and ends twelve (12) months following following, the effective date of a Change of Control (the “Change of Control Period”)Control, then the Company shall pay Executive’s accrued base salary and accrued and unused vacation benefits earned through Executive the date of termination, at the rate in effect at the time of terminationTermination Amounts, less standard deductions and withholdings. In addition, subject to the Executive (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination and (b) allowing the Release and Waiver to become effective in accordance with its terms, then, conditioned upon Executive’s complying with, and continuing throughout the Severance Period to comply with, Executive’s post-termination nonsolicitation and nondisparagement obligations as set forth in Sections 2.3 and 2.4, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to the Severance Package described abovegreater of one (1) year of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term; provided however(2) payment of Executive’s premiums to cover COBRA for a period of twelve (12) months following the termination date; (3) a prorated annual bonus equal to the target Annual Milestone Bonus, that the entire Target Bonus if any, for the year of termination (150% of Executive’s compensation) multiplied by a fraction, the numerator of which shall be payable the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested shares subject to any outstanding stock option(s), such that, on the effective date of the Release, the Executive shall be vested in lieu of a payment set forth pursuant to subparagraph one hundred percent (ii100%) of Section 4.5.3the shares subject to such option(s). Executive shall provide transition services for a period of up to six months, if requested. These payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If, during the Term of this Agreement, If the Company terminates Executive’s employment without Cause, or the if Executive resigns his employment hereunder for Good Reason, at any time during upon the period that begins three occurrence of, or within sixty (360) days prior to, or within six (6) months prior to and ends twelve (12) months following following, the effective date of a Change of Control (the “Change of Control Period”)Control, then the Company shall pay Executive’s accrued base salary and accrued and unused vacation benefits earned through Executive the date Termination Amounts (on the dates set forth in Section 4.5.1 with respect to payments of termination, at the rate in effect at the time of terminationTermination Amounts), less standard deductions and withholdings. In addition, subject to the Executive (a) furnishing to the Company an the executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination and (b) allowing the Release and Waiver to become effective in accordance with its terms, then, conditioned upon Executive’s complying with, and continuing throughout the Severance Period to comply with, Executive’s post-termination nonsolicitation and nondisparagement obligations as set forth in Sections 2.3 and 2.4Release, Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to eighteen (18) months of his Base Salary (at the Severance Package described Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason); (2) payment of Executive’s premiums to cover COBRA for a period of eighteen (18) months following the termination date; (3) the ProRated Target Annual Bonus; (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s); and (5) if a License Transaction and/or a Change in Control is consummated within the six (6) month period following the termination date, the License Transaction Bonus and/or the Change in Control Bonus, as applicable. The payments under items (1), (2) and (3) will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle following the sixtieth (60th) day after the termination date. The License Transaction Bonus and/or the Change in Control Bonus (less applicable withholdings and deductions), as applicable, set forth in (5) above; provided however, that the entire Target Bonus for the year of termination shall be payable paid in lieu of a payment set forth accordance on such date(s) that such payments would have been made pursuant to subparagraph Section 3.2.2 and/or 3.2.3 (iias applicable) of Section 4.5.3if Executive had remained employed by the Company.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If, during the Term of this Agreement, If the Company terminates Executive’s employment without Cause, or the if Executive resigns his employment hereunder for Good Reason, at any time during upon the period that begins three occurrence of, or within sixty (360) days prior to, or within six (6) months prior to and ends twelve (12) months following following, the effective date of a Change of Control (the “Change of Control Period”)Control, then the Company shall pay Executive’s accrued base salary and accrued and unused vacation benefits earned through Executive the date of termination, at the rate in effect at the time of terminationTermination Amounts, less standard deductions and withholdings. In addition, subject to the Executive (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination and (b) allowing the Release and Waiver to become effective in accordance with its terms, then, conditioned upon Executive’s complying with, and continuing throughout the Severance Period to comply with, Executive’s post-termination nonsolicitation and nondisparagement obligations as set forth in Sections 2.3 and 2.4, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to twelve (12) months of his Base Salary (at the Severance Package described Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason); (2) payment of Executive’s premiums to cover COBRA for a period of three, and (3) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2) and (3) above; provided , will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the entire Target Bonus effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. All unvested Shares granted under Section 3.3 shall vest immediately upon Executive’s termination for the year Good Reason in connection with a Change of termination shall be payable in lieu of a payment set forth pursuant to subparagraph (ii) of Section 4.5.3Control.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If, during the Term of this Agreement, If the Company terminates Executive’s employment without Cause, or the if Executive resigns his employment hereunder for Good Reason, at any time during upon the period that begins three occurrence of, or within thirty (330) days prior to, or within six (6) months prior to and ends twelve (12) months following following, the effective date of a Change of Control (the “Change of Control Period”)Control, then the Company shall pay Executive’s accrued base salary and accrued and unused vacation benefits earned through Executive the date of termination, at the rate in effect at the time of terminationTermination Amounts, less standard deductions and withholdings. In addition, subject to the Executive (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination and (b) allowing the Release and Waiver to become effective in accordance with its terms, then, conditioned upon Executive’s complying with, and continuing throughout the Severance Period to comply with, Executive’s post-termination nonsolicitation and nondisparagement obligations as set forth in Sections 2.3 and 2.4, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to nine (9) months of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason); (2) payment of Executive’s premiums to cover COBRA for a period of nine (9) months following the termination date; (3) a prorated annual bonus equal to the Severance Package described above; provided howevertarget Annual Milestone Bonus, that the entire Target Bonus if any, for the year of termination multiplied by a fraction, the numerator of which shall be payable the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in lieu of a payment set forth pursuant to subparagraph (ii) of Section 4.5.3the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If, during the Term of this Agreement, If the Company terminates Executive’s 's employment without Cause, or the if Executive resigns his employment hereunder for Good Reason, at any time during upon the period that begins three occurrence of, or within thirty (330) days prior to, or within six (6) months prior to and ends twelve (12) months following following, the effective date of a Change of Control (the “Change of Control Period”)Control, then the Company shall pay Executive’s accrued base salary and accrued and unused vacation benefits earned through Executive the date of termination, at the rate in effect at the time of terminationTermination Amounts, less standard deductions and withholdings. In addition, subject to the Executive (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination and (b) allowing the Release and Waiver to become effective in accordance with its terms, then, conditioned upon Executive’s complying with, and continuing throughout the Severance Period to comply with, Executive’s post-termination nonsolicitation and nondisparagement obligations as set forth in Sections 2.3 and 2.4, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to twelve (12) months of her Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason); (2) payment of Executive's premiums to cover COBRA for a period of twelve (12) months following the termination date; (3) a prorated annual bonus equal to the Severance Package described above; provided howevertarget Annual Bonus, that the entire Target Bonus if any, for the year of termination multiplied by a fraction, the numerator of which shall be payable the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company's regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in lieu of a payment set forth pursuant to subparagraph (ii) of Section 4.5.3the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. IfIf upon the occurrence of, during the Term of this Agreementor within six (6) months following a Change in Control (as defined below), the Company terminates Executive’s employment under this Agreement is terminated by the Company without Cause, Cause or the Executive resigns his employment hereunder for Good Reason, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive executing and not revoking the Release within the time periods specified therein, the Company will provide the following separation benefits: (i) the Company will continue Executive’s Base Salary (at any time during the rate in effect as of the termination) for a period that begins three (3) months prior to and ends of twelve (12) months beginning on the sixtieth (60th) day following the effective date termination of a Change of Control (the “Change of Control Period”), then the Company shall pay Executive’s accrued base salary and accrued and unused vacation benefits earned through employment with the date of terminationCompany, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to the Executive (aii) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination and (b) allowing the Release and Waiver to become effective in accordance with its terms, then, conditioned upon Executive’s complying with, and continuing throughout the Severance Period to comply with, Executive’s post-termination nonsolicitation and nondisparagement obligations as set forth in Sections 2.3 and 2.4, Executive shall be entitled to a pro-rata share of the Severance Package described above; provided however, that the entire Target Annual Milestone Bonus for the year in which the termination occurred, to be paid when and if such Annual Milestone Bonus would have been paid under this Agreement, and (iii) Executive will be entitled to accelerated vesting of termination any unvested shares subject to any outstanding stock option(s), such that, on the effective date of the Release, Executive shall be payable vested in lieu of a payment set forth pursuant to subparagraph one hundred percent (ii100%) of Section 4.5.3the shares subject to such option(s). The continued Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, commencing on the sixtieth (60th) day following the termination of Executive’s employment with the Company, provided that the Company, in its sole discretion, may begin the payments earlier.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If, during the Term of this Agreement, the Company terminates Executive’s employment without Cause, or the Executive resigns his employment hereunder for Good Reason, at any time during the period that begins three (3) months prior to and ends twelve (12) months following the effective date of a Change of Control (the “Change of Control Period”), then the Company shall pay Executive’s accrued 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, subject to the Executive (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination and (b) allowing the Release and Waiver to become effective in accordance with its terms, then, conditioned upon Executive’s complying with, and continuing throughout the Severance Period to comply with, Executive’s post-termination nonsolicitation and nondisparagement obligations as set forth in Sections 2.3 and 2.4, Executive shall be entitled to the Severance Package described above; provided however, that (i) payment shall be in one lump cash sum on the sixtieth (60th) day following termination of employment and (ii) the entire Target Bonus for the year of termination shall be payable in lieu of a payment set forth pursuant to subparagraph (ii) of Section 4.5.3.. Notwithstanding the foregoing, such amount will be payable in a lump sum only if the event constituting a Change of Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company (both as defined in Section 409A.)

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If, during the Term of this Agreement, If the Company terminates Executive’s employment without Cause, or the if Executive resigns his employment hereunder for Good Reason, at any time during upon the period that begins three occurrence of, or within thirty (330) days prior to, or within six (6) months prior to and ends twelve (12) months following following, the effective date of a Change of Control (the “Change of Control Period”)Control, then the Company shall pay Executive’s accrued base salary and accrued and unused vacation benefits earned through Executive the date of termination, at the rate in effect at the time of terminationTermination Amounts, less standard deductions and withholdings. In addition, subject to the Executive (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination and (b) allowing the Release and Waiver to become effective in accordance with its terms, then, conditioned upon Executive’s complying with, and continuing throughout the Severance Period to comply with, Executive’s post-termination nonsolicitation and nondisparagement obligations as set forth in Sections 2.3 and 2.4, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to the Severance Package described abovegreater of twelve (12) months of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term; provided however(2) payment of Executive’s premiums to cover COBRA for a period of twelve (12) months following the termination date; (3) a prorated annual bonus equal to the target Annual Milestone Bonus, that the entire Target Bonus if any, for the year of termination multiplied by a fraction, the numerator of which shall be payable the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in lieu of a payment set forth pursuant to subparagraph (ii) of Section 4.5.3the first payroll period that follows such effective date.