Common use of Separation Pay Clause in Contracts

Separation Pay. In consideration of Employee signing this Agreement and the covenants and releases given herein and Employee’s agreement to comply with Employee’s continuing obligations under the Executive Employment Agreement and the Proprietary Information Agreement, the Company agrees to pay Employee (i) severance pay equivalent to twelve (12) months of Employee’s current base salary (the “Salary Severance”); and (ii) should the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses to the Company’s officers, an amount equal to the Discretionary Bonus Employee would have received pursuant to the Executive Employment Agreement had Employee remained employed through the date(s) of payment of the Discretionary Bonus (the “Bonus Severance”); in each case less federal and state withholdings (the Salary Severance and the Bonus Severance, collectively, “Severance Pay”). Employee acknowledges that Employee would not be entitled to receive the Severance Pay absent this Agreement. The Salary Severance will total two hundred eighty six thousand dollars ($286,000.00), less applicable withholdings. Employee will receive the Salary Severance as salary continuation pursuant to the terms of Section III.B. of the Executive Employment Agreement in equal installments beginning on the first payroll date following the 45th day following the Separation Date, with the amount of Salary Severance accrued between the Separation Date and the first payment date to be included in the first payment. If the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses, the Company will waive the requirement in Section II.C. of the Executive Employment Agreement requiring that Employee be employed on the date of the bonus payment to be eligible to receive said bonus payment. With regard to the amount of the Bonus Severance, Employee will be treated exactly as, i.e., given the arithmetic mean of the salary percentage awarded to the following other Company officers, Chief Executive Officer, Chief Scientific Officer, Chief Financial Officer and Chief Legal Officer, who have been employed at Company for a full calendar year. Employee acknowledges that, in general, bonuses for any Company employee, are not guaranteed each year and are subject to the discretion of the Board. If awarded, Employee will receive the Bonus Severance in a cash lump sum on or before March 15, 2016.

Separation Pay. In consideration of Employee signing exchange for the mutual promises set forth in this Agreement, and if you do not revoke this Agreement as you are entitled to do as set forth below, and the covenants and releases given herein and Employee’s agreement to comply with Employee’s continuing obligations under the Executive Employment Agreement and the Proprietary Information Agreement, even though the Company agrees has no prior obligation to provide you with separation benefits, beginning on the Effective Date (as defined below) the Company will pay Employee you a severance amount equal to (i) severance pay equivalent to twelve (12) months 39 weeks of Employee’s current base salary less applicable payroll tax withholdings and deductions (the “Salary SeveranceWeekly Separation Pay”); and (ii) should a payment equal to nine months cost of COBRA coverage under the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses group health plan for you and your family members who are entitled to the Company’s officerssuch COBRA coverage, an amount equal to the Discretionary Bonus Employee would have received pursuant to the Executive Employment Agreement had Employee remained employed through the date(s) of payment of the Discretionary Bonus should you make a timely election for such coverage (the “Bonus SeveranceCOBRA Separation Pay”); in each case less federal and state withholdings ) (the Salary Severance and the Bonus Severance, collectively, the Weekly Separation Pay and COBRA Separation Pay shall be referred to as the “Severance Separation Pay”). Employee acknowledges The COBRA Separation Pay shall be paid by the Company directly to its insurance carrier prior to such payment being due. The Company is not required to pay you the Separation Pay if you fail to sign, or if you revoke, this Agreement. You acknowledge that Employee would the Separation Pay will represent wages and will be subject to income tax and other legally- required withholding, and will be reported by the Company as income to you on an IRS Form W-2. Exhibit 10.27 You also agree that the Separation Pay to be provided to you is not intended to and does not constitute a severance plan and does not confer a benefit on anyone other than the parties. You further acknowledge that, except for the Separation Pay, as of the Effective Date, you have been paid all wages and compensation due, and you are not now and shall not in the future be entitled to any compensation from the Company including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off or any other form of compensation or benefit. The preceding sentence does not include reimbursement for expenses that have been incurred in accordance with the Company’s polices prior to the Separation Date. By signing this Agreement and allowing the revocation period described in Section 6 to end, you represent that you have received all payments to which you are legally entitled other than Separation Pay. You understand and agree that you will not receive the Severance Separation Pay absent unless you sign and deliver, and do not revoke, this Agreement, and fulfill the other promises contained herein. The Salary Severance will total two hundred eighty six thousand dollars ($286,000.00)You agree that the Company has no independent legal duty to provide you with the Separation Pay set forth in this Agreement, less applicable withholdings. Employee will receive the Salary Severance as salary continuation pursuant to absent the terms of Section III.B. of the Executive Employment Agreement in equal installments beginning on the first payroll date following the 45th day following itself. As such, you agree that the Separation Date, with the Pay represents an amount of Salary Severance accrued between the Separation Date above and the first payment date beyond that to which you would be included in the first payment. If the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses, the Company will waive the requirement in Section II.C. of the Executive Employment Agreement requiring that Employee be employed on the date of the bonus payment to be eligible to receive said bonus payment. With regard to the amount of the Bonus Severance, Employee will be treated exactly as, i.e., given the arithmetic mean of the salary percentage awarded to the following other Company officers, Chief Executive Officer, Chief Scientific Officer, Chief Financial Officer and Chief Legal Officer, who have been employed at Company for a full calendar year. Employee acknowledges that, in general, bonuses for any Company employee, are entitled if you did not guaranteed each year and are subject to the discretion of the Board. If awarded, Employee will receive the Bonus Severance in a cash lump sum on or before March 15, 2016enter into this Agreement.

Separation Pay. In consideration Pursuant to your Severance and Change in Control Agreement with the Company dated as of Employee signing May 17, 2007 (the “Change in Control Agreement”) and your May 6, 2005 Offer Letter, as modified by the Change in Control Agreement, in exchange for the mutual promises set forth in this Agreement and the covenants and releases given herein and Employee’s agreement to comply with Employee’s continuing obligations under the Executive Employment Agreement and the Proprietary Information Agreement, the Company agrees to provide separation pay Employee to you representing your salary for one year in the gross sum of Four Hundred and Seventy-Five Thousand Dollars (i) severance pay equivalent to twelve $475,000.00), less all applicable federal, state, local and other employment-related deductions (12) months of Employee’s current base salary (the “Salary SeveranceSeparation Pay”); and (ii) should . The Separation Pay shall be payable in accordance with the Company’s Board regular payroll practices for twelve months and such payments will be made on at least a monthly basis. Provided you do not revoke this Agreement, which you are entitled to do, and which is explained in Section 5 below, the first monthly installment of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses the Separation Pay shall be made in the first payroll period following the date this Agreement becomes effective, which is the eighth (8th) day after you execute this Agreement. However, because you are a “specified employee” of the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any successor statute, regulation and guidance thereto (“Code Section 409A”)) as of your Separation Date, then limited only to the Company’s officersextent necessary to comply with the requirements of Code Section 409A, any payments to which you may become entitled under this Section 2(a) which are subject to Code Section 409A (and not otherwise exempt from its application) will be withheld until the first (1st) business day of the seventh (7th) month following your termination of employment, at which time you shall be paid an aggregate amount equal to the Discretionary Bonus Employee would have received pursuant to accumulated, but unpaid, payments otherwise due under the Executive Employment Agreement had Employee remained employed through terms of this Section 2(a). Notwithstanding the date(s) of foregoing, the Company does not presently expect that, as a specified employee, there will be a delay in the payment of the Discretionary Bonus (Separation Pay to you following the “Bonus Severance”); in each case less federal and state withholdings (the Salary Severance and the Bonus Severance, collectively, “Severance Pay”). Employee acknowledges that Employee would not be entitled to receive the Severance Pay absent effective date of this Agreement. The Salary Severance will total two hundred eighty six thousand dollars ($286,000.00)Furthermore, less applicable withholdings. Employee will receive the Salary Severance as salary continuation pursuant to the terms of Section III.B. if any of the Executive Employment Agreement benefits set forth in equal installments beginning on the first payroll date following the 45th day following this Section 2(a) are deferred compensation under Code Section 409A, your termination of employment triggering payment of such benefits must constitute a “separation from service” under Code Section 409A before distribution of such benefits can commence. For purposes of clarification, this paragraph shall not cause any forfeiture of benefits, but shall only act as a delay until such time as a “separation from service” occurs. The Company views your “separation from service” to be the Separation Date, with the amount of Salary Severance accrued between the Separation Date and the first payment date to be included in the first payment. If the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses, the Company will waive the requirement in Section II.C. of the Executive Employment Agreement requiring that Employee be employed on the date of the bonus payment to be eligible to receive said bonus payment. With regard to the amount of the Bonus Severance, Employee will be treated exactly as, i.e., given the arithmetic mean of the salary percentage awarded to the following other Company officers, Chief Executive Officer, Chief Scientific Officer, Chief Financial Officer and Chief Legal Officer, who have been employed at Company for a full calendar year. Employee acknowledges that, in general, bonuses for any Company employee, are not guaranteed each year and are subject to the discretion of the Board. If awarded, Employee will receive the Bonus Severance in a cash lump sum on or before March 15, 2016.

Separation Pay. In consideration of Employee signing exchange for the mutual promises set forth in this Agreement, and if you do not revoke this Agreement as you are entitled to do as set forth below, and even though the covenants and releases given herein and Employee’s agreement to comply with Employee’s continuing obligations under Company, beginning on the Executive Employment Agreement and the Proprietary Information Agreement, Effective Date (as defined below) the Company agrees will pay you a severance amount equal to pay Employee (i) severance pay equivalent to twelve fifty-two (1252) months weeks of Employee’s current base salary less applicable payroll tax withholdings and deductions (the “Salary SeveranceWeekly Separation Pay”); and in addition (ii) should so long as the Weekly Separation Pay is being paid, a monthly payment after the deduction of applicable taxes and withholdings equal to the cost of COBRA coverage under the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses group health plan for you and your family members who are entitled to the Company’s officers, an amount equal to the Discretionary Bonus Employee would have received pursuant to the Executive Employment Agreement had Employee remained employed through the date(s) of payment of the Discretionary Bonus such COBRA coverage (the “Bonus SeveranceCOBRA Separation Pay”); in each case less federal and state withholdings ) (collectively, the Salary Severance Weekly Separation Pay and the Bonus Severance, collectively, COBRA Separation Pay shall be referred to as the “Severance Separation Pay”). Employee acknowledges The Weekly Separation Pay shall be payable in equal installments in accordance with the Company’s payroll policies. The COBRA Separation Pay for a particular month shall be payable simultaneously with the first payment of the Weekly Separation Pay for a particular month. You acknowledge and agree that Employee would the Separation Pay to be provided to you (i) is not due and payable until the applicable date of payment as set forth in this Agreement, and (ii) is not intended to and does not constitute a severance plan and does not confer a benefit on anyone other than the parties. You further acknowledge that except for the specific financial consideration set forth in this Agreement, you are not now and shall not in the future be entitled to receive the Severance Pay absent this Agreement. The Salary Severance will total two hundred eighty six thousand dollars ($286,000.00), less applicable withholdings. Employee will receive the Salary Severance as salary continuation pursuant to the terms of Section III.B. of the Executive Employment Agreement in equal installments beginning on the first payroll date following the 45th day following the Separation Date, with the amount of Salary Severance accrued between the Separation Date and the first payment date to be included in the first payment. If the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses, any compensation from the Company will waive the requirement in Section II.C. including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off or any other form of the Executive Employment compensation or benefit. You represent by signing this Agreement requiring that Employee be employed on the date of the bonus payment you have received all payments to be eligible to receive said bonus payment. With regard to the amount of the Bonus Severance, Employee will be treated exactly as, i.e., given the arithmetic mean of the salary percentage awarded to the following other Company officers, Chief Executive Officer, Chief Scientific Officer, Chief Financial Officer and Chief Legal Officer, who have been employed at Company for a full calendar year. Employee acknowledges that, in general, bonuses for any Company employee, which you are not guaranteed each year and are subject to the discretion of the Board. If awarded, Employee will receive the Bonus Severance in a cash lump sum on or before March 15, 2016legally entitled.

Separation Pay. In consideration of Employee signing exchange for the mutual promises set forth in this Agreement, and if you do not revoke this Agreement as you are entitled to do as set forth below, and the covenants and releases given herein and Employee’s agreement to comply with Employee’s continuing obligations under the Executive Employment Agreement and the Proprietary Information Agreement, even though the Company agrees has no prior obligation to provide you with separation benefits, provided that this Agreement is valid and in full force on the date that a payment is due to be paid, beginning on the Effective Date (as defined below) the Company will pay Employee you a severance amount equal to (i) a severance pay equivalent amount equal to twelve (1239 weeks’ salary, less applicable withholding amounts) months of Employee’s current base salary (the “Salary SeveranceWeekly Separation Pay”); (ii) an additional payment of $424,000 (the “Bonus Separation Pay”); and (iiiii) should for a period of nine months, a payment equal to the monthly cost of COBRA coverage under the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses group health plan for you and your family members who are entitled to the Company’s officers, an amount equal to the Discretionary Bonus Employee would have received pursuant to the Executive Employment Agreement had Employee remained employed through the date(s) of payment of the Discretionary Bonus such COBRA coverage (the “COBRA Separation Pay”) (collectively, the Weekly Separation Pay, the Bonus Severance”); in each case less federal and state withholdings (the Salary Severance Separation Pay, and the Bonus Severance, collectively, COBRA Separation Pay shall be referred to as the “Severance Separation Pay”). Employee acknowledges that Employee would not The Weekly Separation Pay and the Bonus Separation Pay shall be entitled paid to receive you in bi-weekly installments in accordance with the Severance Pay absent this AgreementCompany’s payroll policies. The Salary Severance will total two hundred eighty six thousand dollars ($286,000.00), less applicable withholdings. Employee will receive the Salary Severance as salary continuation pursuant to the terms initial payment of Section III.B. of the Executive Employment Agreement in equal installments beginning Weekly Separation Pay and Bonus Separation Pay shall be made on the Company’s first regular payroll date following the 45th day following Effective Date, and every two weeks thereafter provided that this Agreement is valid and in full force. The gross weekly amount of the Weekly Separation Pay and the Bonus Separation Pay is $21,064.10. The COBRA Separation Pay shall be paid by the Company directly to its insurance carrier prior to such payment being due. To the extent that you have income or FICA taxes imposed on the COBRA Separation Pay, the Company shall make a tax gross up to cover such taxes, with such amount payable your income and FICA taxes imposed on the COBRA Separation Pay. The tax gross-up payment, if any, shall be paid to you no later than the end of the taxable year in which the applicable taxes are actually remitted to the taxing authorities. You also agree that the Separation Pay to be provided to you is not intended to and does not constitute a severance plan and does not confer a benefit on anyone other than the parties. You further acknowledge that except for the specific consideration set forth in this Agreement, as of the Effective Date, you are not now and shall not in the future be entitled to any compensation from the Company including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off or any other form of compensation or benefit. The preceding sentence does not include reimbursement for expenses that have been incurred in accordance with the Company’s polices prior to the Separation date. You represent by signing this Agreement and allowing the applicable revocation period to end that you have received all payments to which you are legally entitled. With respect to any expenses incurred prior to the Separation Date, you will receive reimbursement for all expenses incurred in accordance with the amount of Salary Severance accrued between the Separation Date and the first payment date to be included in the first payment. If the Company’s Board expense reimbursement policies regardless of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses, the Company will waive the requirement in Section II.C. of the Executive Employment Agreement requiring that Employee be employed on the date of the bonus payment to be eligible to receive said bonus payment. With regard to the amount of the Bonus Severance, Employee will be treated exactly as, i.e., given the arithmetic mean of the salary percentage awarded to the following other Company officers, Chief Executive Officer, Chief Scientific Officer, Chief Financial Officer and Chief Legal Officer, who have been employed at Company for a full calendar year. Employee acknowledges that, in general, bonuses for any Company employee, are not guaranteed each year and are subject to the discretion of the Board. If awarded, Employee will receive the Bonus Severance in a cash lump sum on or before March 15, 2016whether you sign this Agreement.

Separation Pay. In consideration of Employee signing exchange for the mutual promises set forth in this Agreement, and if you do not revoke this Agreement as you are entitled to do as set forth below, and even though the covenants and releases given herein and Employee’s agreement Company has no prior obligation to comply provide you with Employee’s continuing obligations under the Executive Employment Agreement and the Proprietary Information Agreementseverance benefits, the Company agrees will pay you a severance amount equal to pay Employee (i) severance 52 weeks of pay equivalent (aggregate gross pay of $300,000) less applicable payroll tax withholdings and deductions, such amount to twelve (12) months of Employeebe payable weekly in accordance with the Company’s current base salary standard payroll procedures beginning on the Severance Termination Date (the “Salary SeveranceSeverance Period”); and (ii) should the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses to the Company’s officers, an amount a lump-sum payment equal to the Discretionary Bonus Employee would have received bonus you are entitled to pursuant to the Executive Employment Agreement had Employee remained employed through the date(s) of payment Section 4.2 of the Discretionary Bonus Employment Agreement, such amount to be paid when all executives of the Company are paid 2005 performance bonuses (the “Bonus Severance”); in each case less federal and state withholdings (the Salary Severance and the Bonus Severance, collectively, “Severance Separation Pay”). Employee acknowledges In addition, during the Severance Period you may continue to participate in all Company benefit plans and programs (provided that Employee would you make all required contributions), excluding the Company’s 401(k) program and the Company’s equity ownership program. You acknowledge and agree that the Separation Pay is not otherwise due or owing to you under any Company employment agreement (oral or written) or Company policy or practice. You also agree that the Separation Pay to be provided to you us not intended to and does not constitute a severance plan and do not confer a benefit on anyone other than the parties. You further acknowledge that except for the specific financial consideration set forth in this Agreement, you are not now and shall not in the future be entitled to receive the Severance Pay absent this Agreement. The Salary Severance will total two hundred eighty six thousand dollars ($286,000.00), less applicable withholdings. Employee will receive the Salary Severance as salary continuation pursuant to the terms of Section III.B. of the Executive Employment Agreement in equal installments beginning on the first payroll date following the 45th day following the Separation Date, with the amount of Salary Severance accrued between the Separation Date and the first payment date to be included in the first payment. If the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses, any compensation from the Company will waive the requirement in Section II.C. including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off or any other form of the Executive Employment compensation or benefit. You represent by signing this Agreement requiring that Employee be employed on the date of the bonus payment you have received all payments to be eligible to receive said bonus payment. With regard to the amount of the Bonus Severance, Employee will be treated exactly as, i.e., given the arithmetic mean of the salary percentage awarded to the following other Company officers, Chief Executive Officer, Chief Scientific Officer, Chief Financial Officer and Chief Legal Officer, who have been employed at Company for a full calendar year. Employee acknowledges that, in general, bonuses for any Company employee, which you are not guaranteed each year and are subject to the discretion of the Board. If awarded, Employee will receive the Bonus Severance in a cash lump sum on or before March 15, 2016legally entitled.

Separation Pay. In consideration of Employee signing If you sign this Agreement Agreement, return it by the deadline specified below, and the covenants and releases given herein and Employee’s agreement to comply with Employee’s continuing obligations under the Executive Employment Agreement and the Proprietary Information Agreementits terms, the Company agrees will provide you the severance benefits described in Section 5.2(b) of the Employment Agreement in accordance with, and subject to, the provisions of Section 5.2 and Section 6.15 of the Employment Agreement. The language from Section 5.2(b) is restated here. If the Company terminates Executive’s employment without Cause, in addition to pay Employee the Accrued Obligations, in all cases subject to Executive’s execution and non-revocation of the Release in the time frame provided, the Company will (i) severance continue to pay equivalent to Executive, as severance, the Base Salary for a period of twelve (12) months from the date of Employee’s current base salary termination of employment (such period shall be referred to as the “Salary SeveranceSeverance Period”), in equal installments payable in accordance with the Company’s regular payroll schedule and subject to all applicable withholdings and deductions, commencing on the next regular pay date following the sixtieth (60th) day after termination of employment; provided, however, the first payment shall include the cumulative amount of payments that would have otherwise been paid to Executive between the termination date and the sixtieth (60th) day after termination date had such payments commenced on the next regular pay date following the termination date; (ii) a pro-rated Annual Bonus for the calendar year in which termination occurs (with such pro-ration based upon the number of days in the calendar year which have elapsed as of the date of termination) determined in accordance with Section 3 of this Agreement and paid when such Annual Bonus is paid generally; (iii) pay the cost of Executive’s COBRA premiums to continue group health insurance coverage for the Severance Period if Executive or Executive’s dependents participate in the Company’s group health benefits plan and timely elect to continue participating in the group health plan under COBRA; (iv) accelerate the vesting of the unvested portion of any and all long term incentive awards held by Executive that are subject to time-based vesting only and would have vested during the Severance Period but for Executive’s separation from employment with the Company; and (iiv) should extend the Companyexercise period for the vested portion of any and all stock options held by Executive as of the termination date to the earliest to occur of the following: (A) the eighteenth (18th) month anniversary of the Executive’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses termination, (B) immediately prior to the Company’s officersconsummation of a Sale Event (as defined in the Plan), an amount equal or (C) the expiration date of each such option. Any provision contained in the agreement(s) under which such options were granted that is inconsistent with the exercise period extension as set forth herein is hereby modified to the Discretionary Bonus Employee would extent necessary to provide for such extension. For clarification purposes, the termination date referred to in Section 5.2(b) is the same date as the Separation Date defined in this agreement. In addition, you agree to have received pursuant your continuation pay to the Executive Employment Agreement had Employee remained employed through the date(s) of payment of the Discretionary Bonus (the “Bonus Severance”); in each case less federal and state withholdings (the Salary Severance and the Bonus Severance, collectively, “Severance Pay”). Employee acknowledges that Employee would not be entitled to receive the Severance Pay absent this Agreement. The Salary Severance will total two hundred eighty six thousand dollars ($286,000.00), less applicable withholdings. Employee will receive the Salary Severance as salary continuation pursuant to the terms of Section III.B. of the Executive Employment Agreement in equal installments beginning commence on the first payroll next regular pay date following the 45th day following the Separation Date, with the amount of Salary Severance accrued between the Separation Date and the first payment date to be included in the first payment. If the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses, the Company will waive the requirement in Section II.C. of the Executive Employment Agreement requiring that Employee be employed rather than on the date of the bonus payment to be eligible to receive said bonus payment. With regard to the amount of the Bonus Severance, Employee will be treated exactly as, i.e., given the arithmetic mean of the salary percentage awarded to the following other Company officers, Chief Executive Officer, Chief Scientific Officer, Chief Financial Officer and Chief Legal Officer, who have been employed at Company for a full calendar year. Employee acknowledges that, in general, bonuses for any Company employee, are not guaranteed each year and are subject to the discretion of the Board. If awarded, Employee will receive the Bonus Severance in a cash lump sum on or before March 15, 2016sixtieth (60th) day.

Separation Pay. In consideration of Employee signing exchange for the mutual promises set forth in this Agreement, and if you do not revoke this Agreement as you are entitled to do as set forth below, and the covenants and releases given herein and Employee’s agreement to comply with Employee’s continuing obligations under the Executive Employment Agreement and the Proprietary Information Agreement, even though the Company agrees has no prior obligation to provide you with separation benefits, provided that this Agreement is valid and in full force on the date that a payment is due to be paid, beginning on the Effective Date (as defined below) the Company will pay Employee you a severance amount equal to (i) a severance pay equivalent amount equal to twelve (1252 weeks’ salary, less applicable withholding amounts) months of Employee’s current base salary (the “Salary SeveranceWeekly Separation Pay”); and (ii) should for a period of twelve months, a payment equal to the monthly cost of COBRA coverage under the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses group health plan for you and your family members who are entitled to the Company’s officers, an amount equal to the Discretionary Bonus Employee would have received pursuant to the Executive Employment Agreement had Employee remained employed through the date(s) of payment of the Discretionary Bonus such COBRA coverage (the “Bonus SeveranceCOBRA Separation Pay”); in each case less federal and state withholdings ) (collectively, the Salary Severance Weekly Separation Pay and the Bonus Severance, collectively, COBRA Separation Pay shall be referred to as the “Severance Separation Pay”). Employee acknowledges The Weekly Separation Pay shall be paid to you in bi-weekly installments in accordance with the Company’s payroll policies. The COBRA Separation Pay shall be paid by the Company directly to its insurance carrier prior to such payment being due. To the extent that Employee would you have income or FICA taxes imposed on the COBRA Separation Pay, the Company shall make a tax gross up to cover such taxes, with such amount payable your income and FICA taxes imposed on the COBRA Separation Pay. The tax gross-up payment, if any, shall be paid to you no later than the end of the taxable year in which the applicable taxes are actually remitted to the taxing authorities. You also agree that the Separation Pay to be provided to you is not intended to and does not constitute a severance plan and does not confer a benefit on anyone other than the parties. You further acknowledge that except for the specific consideration set forth in this Agreement, as of the Effective Date, you are not now and shall not in the future be entitled to receive any compensation from the Severance Pay absent this AgreementCompany including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off or any other form of compensation or benefit. The Salary Severance will total two hundred eighty six thousand dollars ($286,000.00), less applicable withholdings. Employee will receive preceding sentence does not include reimbursement for expenses that have been incurred in accordance with the Salary Severance as salary continuation pursuant Company’s polices prior to the terms of Section III.B. of Separation date. You represent by signing this Agreement and allowing the Executive Employment Agreement in equal installments beginning on the first payroll date following the 45th day following applicable revocation period to end that you have received all payments to which you are legally entitled. With respect to any expenses incurred prior to the Separation Date, you will receive reimbursement for all expenses incurred in accordance with the amount of Salary Severance accrued between the Separation Date and the first payment date to be included in the first payment. If the Company’s Board expense reimbursement policies regardless of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses, the Company will waive the requirement in Section II.C. of the Executive Employment Agreement requiring that Employee be employed on the date of the bonus payment to be eligible to receive said bonus payment. With regard to the amount of the Bonus Severance, Employee will be treated exactly as, i.e., given the arithmetic mean of the salary percentage awarded to the following other Company officers, Chief Executive Officer, Chief Scientific Officer, Chief Financial Officer and Chief Legal Officer, who have been employed at Company for a full calendar year. Employee acknowledges that, in general, bonuses for any Company employee, are not guaranteed each year and are subject to the discretion of the Board. If awarded, Employee will receive the Bonus Severance in a cash lump sum on or before March 15, 2016whether you sign this Agreement.

Separation Pay. In consideration of Employee signing exchange for the mutual promises set forth in this Agreement, and if you do not revoke this Agreement as you are entitled to do as set forth below, and even though the covenants and releases given herein and Employee’s agreement Company has no prior obligation to comply provide you with Employee’s continuing obligations under the Executive Employment Agreement and the Proprietary Information Agreementcontinued benefits, the Company agrees will pay you a compensation amount equal to pay Employee (i) severance 56 weeks of salary (aggregate gross pay equivalent to twelve (12of $5,480.77) months of Employee’s current base salary less applicable payroll tax withholdings and deductions (the “Salary SeveranceWeekly Separation Pay”); and (ii) should the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses to the Company’s officers, an amount equal to the Discretionary Bonus Employee would have received pursuant to the Executive Employment Agreement had Employee remained employed through the date(s) of payment of the Discretionary Bonus $20,000 less applicable payroll tax withholdings and deductions (the “Bonus SeveranceLump-Sum Separation Pay”); in each case less federal and state withholdings ) (collectively, the Salary Severance Weekly Separation Pay and the Bonus Severance, collectively, Lump-Sum Separation Pay shall be referred to as the “Severance Separation Pay”). Employee acknowledges The Weekly Pay shall be payable in equal weekly installments in accordance with the Company’s payroll policies. The Lump-Sum Separation Pay shall be payable in a lump sum within 45 days of your execution of this Agreement. In addition, during the time period in which you are receiving Separation Pay you may continue to participate in all Company benefit plans and programs (provided that Employee would you make all required contributions), excluding the Company’s 401(k) program and the Company’s equity ownership program. You acknowledge and agree that the Separation Pay is not otherwise due or owing to you under any Company employment agreement (oral or written) or Company policy or practice. You also agree that the Separation Pay to be provided to you is not intended to and does not constitute a severance plan and does not confer a benefit on anyone other than the parties. You further acknowledge that except for the specific financial consideration set forth in this Agreement, you are not now and shall not in the future be entitled to receive the Severance Pay absent this Agreement. The Salary Severance will total two hundred eighty six thousand dollars ($286,000.00), less applicable withholdings. Employee will receive the Salary Severance as salary continuation pursuant to the terms of Section III.B. of the Executive Employment Agreement in equal installments beginning on the first payroll date following the 45th day following the Separation Date, with the amount of Salary Severance accrued between the Separation Date and the first payment date to be included in the first payment. If the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses, any compensation from the Company will waive the requirement in Section II.C. including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off or any other form of the Executive Employment compensation or benefit. You represent by signing this Agreement requiring that Employee be employed on the date of the bonus payment you have received all payments to be eligible to receive said bonus payment. With regard to the amount of the Bonus Severance, Employee will be treated exactly as, i.e., given the arithmetic mean of the salary percentage awarded to the following other Company officers, Chief Executive Officer, Chief Scientific Officer, Chief Financial Officer and Chief Legal Officer, who have been employed at Company for a full calendar year. Employee acknowledges that, in general, bonuses for any Company employee, which you are not guaranteed each year and are subject to the discretion of the Board. If awarded, Employee will receive the Bonus Severance in a cash lump sum on or before March 15, 2016legally entitled.