Common use of Change in Control Benefits Clause in Contracts

Change in Control Benefits. If Employee is employed by the Company on the CIC Effective Date and this Agreement is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% of the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Pay shall be paid to the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

Change in Control Benefits. If Employee (a) If, within three (3) months before or within twelve (12) months following an Unsatisfactory Change in Control, the Employee's employment is employed by the Company on the CIC Effective Date and this Agreement is involuntarily terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause in accordance with Section 6(c) or terminated by the Employee for Good Reason no later than three (3) months after the occurrence of the most recent event constituting Good Reason (but no later than twelve (12) months following the Unsatisfactory Change in accordance with Section 6(dControl), then the Company shall have no further obligation pay to Employee under this Agreement or otherwisethe Employee, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectivelya lump sum payment, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% three (3) times the sum of (i) the Base Salary Employee's annual base salary in effect immediately before at the Termination Date plus 200% time of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes termination of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); employment and (ii) during the 6-month period commencing on largest annual bonus amount paid to the Termination Date that Employee is eligible within the three (3) calendar years preceding the calendar year in which occurs the Unsatisfactory Change in Control. In addition to elect and elects the payment described in the preceding sentence, the Company shall pay to continue the Employee an amount equal to what would be the Employee's cost of COBRA health continuation coverage for himself and his eligible dependents under from the Company for the period in which the Employee would be eligible to receive COBRA health continuation coverage from the Company’s group health insurance plan . A termination of the Employee's employment due to his death or Disability will not be deemed to be an involuntary termination of employment by the Company without Cause or a termination by the Employee for Good Reason. Any payment due and owing under this Subsection (a) shall be payable as soon as practicable following the Employee's termination of employment. (b) If no benefits are payable to the Employee pursuant to COBRA or similar state lawSubsection (a), the Employee may be eligible for benefits pursuant to this Subsection (b). In the event of a Satisfactory Change in Control the Employee will be eligible for the following benefits: (i) If, within thirty (30) days following the Satisfactory Change in Control, the Fair Market Value of the Company's common stock increases by at least twenty-five percent (25%) as compared to its Fair Market Value determined as of the day immediately preceding the date on which the first public dissemination of the transaction that will result in the Satisfactory Change in Control, the Company shall reimburse Employee on pay to the Employee, in a monthly basis for lump sum payment, an amount equal to the difference between sum of (A) the Employee's annual base salary in effect at the time of termination of employment and (B) the largest annual bonus amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Pay shall be paid to the Employee within the three (3) calendar years preceding the calendar year in which occurs the Satisfactory Change in Control. Any payment due and owing under this Subsection (b)(i) shall be payable within sixty (60) days following the date such payment becomes due and owing; and (ii) If, within twelve (12) months following a Satisfactory Change in Control in which the Executive accepts employment with the surviving corporation, the Employee terminates employment for any reason (other than due to death or Disability) with no less than six (6) months written notice, the Company shall pay to the Employee, in a lump sum within 60 days payment, an amount equal to two (2) times the sum of (A) the Termination Date; provided, however, that no CIC Pay shall be Employee's annual base salary in effect at the time of termination of employment and (B) the largest annual bonus amount paid to the Employee unless within the three (3) calendar years preceding the calendar year in which occurs the Satisfactory Change in Control. In the event the Executive is entitled to the payment described in Subsection (i) above, any payment under this Subsection (ii) shall be equal to one (1) times the sum of (A) and (B) described above. In addition to the payment described in this Subsection (ii), the Company receives, on or within 55 days after shall pay to the Termination Date, Employee an executed amount equal to what would be the Employee's cost of COBRA health continuation coverage for himself and fully effective copy his eligible dependents from the Company for lesser of the Release (as defined below). Any reimbursements due under this Section shall be made by the last day of the month following the month period in which the applicable premiums were paid by Employee would be eligible to receive COBRA health continuation coverage from the Company or twelve (12) months. Any payment made pursuant to this Subsection (b)(ii) shall be payable as soon as practicable following the Employee's termination of employment. (iii) In the event of a Satisfactory Change in Control in which the Executive does not accept employment with the surviving corporation, the Company shall pay to the Employee, in a lump sum payment, an amount equal to two (2) times the sum of (A) the Employee's annual base salary in effect at the time of termination of employment and (B) the largest annual bonus amount paid to the Employee within the three (3) calendar years preceding the calendar year in which occurs the Satisfactory Change in Control. For In the avoidance event the Executive is entitled to the payment described in Subsection (i) above, any payment under this Subsection (iii) shall be equal to one (1) times the sum of doubt(A) and (B) described above. In addition to the payment described in this Subsection (iii), the Company shall pay to the Employee an amount equal to what would be the Employee's cost of COBRA health continuation coverage for himself and his eligible dependents from the Company for lesser of the period in which the Employee would be eligible to receive COBRA health continuation coverage from the Company. Any payment made pursuant to this Subsection (b)(iii) shall not be payable as soon as practicable following the Employee's termination of employment. The payments described in this Section 3 shall be collectively referred to in this Agreement as "Change in Control Benefits". (c) The Company shall be entitled to withhold appropriate employment and income taxes from the Change-in-Change in Control Benefits Benefits, if required by applicable law. (d) In no event shall the payment(s) described in this Agreement is terminated Section 3 exceed the amount permitted by Section 280G of the Internal Revenue Code, as amended (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f"Code").

Change in Control Benefits. If Employee During the Term, if the Executive’s employment is terminated by ▇▇▇▇▇ without Cause or if the Executive resigns from Mural for Good Reason, in either case, during the Change in Control Period, then, in addition to the Accrued Benefits, and subject to the Executive complying with the Release Condition (i) Mural shall pay the Executive a lump sum payment in an amount equal to the sum of (A) 1.5x Base Salary and (B) 1.5x the Target Bonus; subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, Mural shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that Mural would have made to provide health insurance to the Executive if the Executive had remained employed by Mural until the Company on earliest of (A) the CIC Effective Date and this Agreement is terminated on or before the six18-month anniversary of the CIC Effective Date by of Termination; (B) the Company without Cause in accordance with Section 6(cdate that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% cessation of the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents Executive’s health continuation rights under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverageCOBRA; provided, however, that Employee shall notify if Mural determines that it cannot pay such amounts to the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageplan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, if anywithout limitation, through subsequent employment Section 2716 of the Public Health Service Act), then Mural shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on ▇▇▇▇▇’s regular payroll dates; (ii) Mural shall pay the Executive any Prior Year’s Earned Bonus; Mural shall pay the Executive an amount equal to the Target Bonus in effect for the year in which the Date of Termination occurs, pro-rated for the number of days the Executive is employed by ▇▇▇▇▇ in the year of termination; and (iii) Notwithstanding anything to the contrary in the applicable equity documents, all outstanding Mural equity-based awards held by the Executive shall immediately accelerate and become fully vested and exercisable or otherwise nonforfeitable as of the later of (i) the effective date of Termination; and (ii) the Company shall have no further reimbursement after effective date of the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwiseRelease Agreement. The CIC Pay amounts payable under Section 5(a)(i), (iii) and (iv) (and Section 5(a)(ii), to the extent taxable) shall be paid or commence to the Employee in a lump sum be paid within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy Date of the Release (as defined below). Any reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Termination.

Change in Control Benefits. 2.1. If Employee is employed by the events set forth in Section 2.2 below occur, the Company on or the CIC Effective Date and this Agreement is terminated on or before Bank shall (1) pay the six-month anniversary Officer, in cash, a lump sum amount equal to two hundred percent (200%) of the CIC Effective Date by amount of the Company Officer’s Base Salary (the “Severance Benefit”), and (2) from the date the events set forth in Section 2.2 below occur, pay the monthly premium for twelve months for the Officer individually to continue, without Cause in accordance with Section 6(cinterruption, the Officer’s medical benefits coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) (the “COBRA Benefits”) (or by Employee if the Officer elects to continue medical benefits for Good Reason in accordance with Section 6(d)his entire family under COBRA, then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% of the Base Salary in effect immediately before COBRA Benefits will be applied toward the Termination Date plus 200% of the Annual Bonus received by Employee amounts due for the fiscal year preceding COBRA coverage, but the Termination Date (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes of this Section 8 Officer shall be responsible for paying the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”difference); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify if the Severance Benefit combined with the COBRA Benefits, either alone or together with other payments which the Officer has the right to receive from the Company or the Bank in writing within five days after he becomes eligible after connection with any of the Termination Date for group health insurance coverageevents set forth in Section 2.2 below, if anywould constitute an “excess parachute payment” under Section 280G of the Code, through subsequent employment the Severance Benefit that would otherwise be due hereunder shall be reduced to the largest amount as will result in no portion of all such payments due to the Officer being non-deductible to the Bank or otherwise and the Company under Section 280G of the Code; provided, further, that the Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall have no further reimbursement after be required to be withheld pursuant to any applicable law or regulation. Notwithstanding any provision of this Agreement to the Employee becomes eligible for group health insurance coverage due contrary, neither the Company nor the Bank shall be required to subsequent employment pay any benefit under this Agreement if, upon the advice of counsel, the Bank determines that the payment of such benefit would be prohibited by 12 C.F.R. Part 359 or otherwiseany successor regulations regarding employee compensation promulgated by any regulatory agency having jurisdiction over the Company, the Bank or its affiliates. The CIC Pay Severance Benefit shall be paid to the Employee in a lump sum Officer within 60 thirty (30) days of the Termination Date; provided, however, that no CIC Pay date the events set forth in Section 2.2 below occurred. 2.2. The Company or the Bank shall be paid pay to the Employee unless Officer the Company receivesSeverance Benefit and the COBRA Benefits if there occurs a Change in Control and (a) the Officer voluntarily terminates his employment for any reason (other than due to death or Disability) within twelve (12) months following the Change in Control, on or (b) the Officer’s employment is involuntarily terminated, other than for Cause (or due to death or Disability), within three (3) months prior to the Change in Control or within 55 days twenty-four (24) months after the Termination DateChange in Control. For purposes of this Section 2.2 and any other provision in this Agreement, an executed and fully effective copy any “termination of employment” shall mean that the Officer has incurred a separation of service (within the meaning of Section 409A of the Release (as defined below). Any reimbursements due under this Section shall Code and the guidance and regulations issued thereunder) and ceases to be made employed by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by Bank and/or the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)any reason.

Change in Control Benefits. If Employee is employed by During the Company on Term, if upon or within 18 months after a Change in Control, the CIC Effective Date and this Agreement Executive’s employment is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause as provided in accordance with Section 6(c3(d) or by Employee the Executive terminates his employment for Good Reason as provided in accordance with Section 6(d3(e), then then, subject to the Executive signing a separation agreement substantially in the form attached hereto as Exhibit I (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination, (i) the Company shall have no further obligation to Employee under this Agreement or otherwise, except pay the Company shall provide Employee with the Accrued Obligations Executive a lump sum in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) cash in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% of 1.5 times the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately before prior to the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determinedChange in Control, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”if higher); and and (ii) during all time-based equity awards held by the 6-month Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and (iii) for a period commencing on of 18 months following the Date of Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents or until the Executive becomes covered under the Company’s a group health insurance plan pursuant to of another employer, whichever is earlier (the “COBRA or similar state lawCoverage Period”), the Company shall reimburse Employee on provide the Executive, and his eligible dependents, at the Company’s sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that the Executive timely executes all necessary COBRA election documentation and remains eligible for COBRA coverage. To the extent that such benefit coverage constitutes a monthly basis taxable benefit to the Executive, the Executive shall be responsible for such tax obligation, and the difference between Company shall not be required to pay any tax gross-up amount. COBRA election documentation will be sent to the amount Employee pays Executive after the Executive’s Date of Termination. After the Executive’s COBRA Coverage Period, if the Executive wishes to effect and continue such COBRA coverage under COBRA or other group health plan coverage offered by the Company, and is eligible therefor, such continuation shall be at the employee contribution amount that active employees discretion of the Company and the Executive will be required to pay all requisite premiums for such continued coverage; and (iv) the same or similar coverageamount payable under this Section 5(a)(i) shall be paid within 60 days after the Date of Termination; provided, however, that Employee shall notify if the Company 60-day period begins in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageone calendar year and ends in a second calendar year, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Pay such payment shall be paid to in the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section shall be made second calendar year by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Changesuch 60-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)day period.

Change in Control Benefits. If Employee is employed by the Company on the CIC Effective Date and this Agreement is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% of the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Pay shall be paid to the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

Change in Control Benefits. If Employee In the event the Executive’s employment is employed terminated by the Company on for any reason other than Cause or Disability, or in the CIC Effective event the Executive resigns for Good Reason, in each case after a Change in Control has occurred: (a) The Company shall pay Executive promptly (but in no event more than ten (10) business days) after the Date of Termination, as liquidated damages, a lump sum cash payment, equal to the amount payable under Section 8(a)(i) and shall provide the benefits and reimbursements provided in Sections 8(a)(ii) and 8(a)(v); (b) The Company shall, consistent with past practice, reimburse the Executive pursuant to Section 5 for business expenses incurred but not paid prior to such Date of Termination. Reimbursement of such expenses shall be provided to the Executive in accordance with the Company’s normal business practices but not later than the end of the calendar year following the calendar year in which the expense was incurred; (c) Unless otherwise expressly provided in the applicable award agreement, all outstanding equity incentive awards (including, without limitation, stock options granted under the Stock Option Plan) shall immediately vest and any then outstanding stock options or similar awards held by the Executive shall remain exercisable for a period of one (1) year from the date of such termination or, if earlier, until the end of the Option Term; (d) Notwithstanding anything in this Agreement is terminated on to the contrary, in the event it shall be determined that any payment or before the six-month anniversary of the CIC Effective Date distribution by the Company without Cause in accordance to or for the benefit of the Executive (whether paid or payable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 (or any successor provision) of the Internal Revenue Code of 1986, as amended, or any successor thereto, or any interest or penalties are incurred by the Executive with Section 6(c) respect to such excise tax (such excise tax, together with any such interest or by Employee for Good Reason in accordance with Section 6(dpenalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company Executive shall have no further obligation be entitled to Employee under this Agreement or otherwisereceive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including interest and penalties imposed with respect to such taxes), except including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Company shall provide Employee with Gross-Up Payment, the Accrued Obligations Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payment, in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) procedures set forth in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% of the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Pay shall be paid to the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).Exhibit A hereto;

Change in Control Benefits. If Employee is employed by the Company on the CIC Effective Date and this Agreement is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% of the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Pay shall be paid to the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

Change in Control Benefits. If Employee is employed by During the Company on Term, if within the CIC Effective Date and this Agreement Window, the Executive’s employment is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause as provided in accordance with Section 6(c4(d) or by Employee the Executive terminates his employment for Good Reason as provided in accordance with Section 6(d4(e), then the Company shall have no further obligation pay the Executive his Accrued Benefit. In addition, subject to Employee under this the Executive signing the Separation Agreement or otherwiseand Release and the Separation Agreement and Release becoming irrevocable, except then the following will occur: (i) the Company shall provide Employee with pay the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) Executive an amount equal to two hundred percent (200% %) of the Executive’s Base Salary (or the Executive’s Base Salary in effect immediately before prior to the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determinedChange in Control, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”if higher); and and (ii) during if the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under Executive was participating in the Company’s group health insurance plan pursuant immediately prior to the Date of Termination and elects COBRA or similar state lawhealth continuation, then the Company shall reimburse Employee on pay to the Executive a monthly basis cash payment for twenty-four (24) months or the difference between Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the amount Employee pays monthly employer contribution that the Company would have made to effect and continue such coverage under COBRA and provide health insurance to the employee contribution amount Executive if the Executive had remained employed by the Company; and (iii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, on the date that active employees is sixty (60) days after the Date of Termination, 100% of the Company pay for Executive’s then outstanding unvested equity that is subject to vesting based only on the same passage of time in service shall immediately vest and become fully exercisable and not subject to forfeiture. Any termination or similar coverageforfeiture of the unvested portion of such equity grant that would otherwise occur on the Date of Termination in absence of the Separation Agreement and Release becoming irrevocable will be delayed until the 60th day after the Date of Termination and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming irrevocable. The amounts payable under this Section 6(a) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twenty-four (24) months commencing within 60 days after the Date of Termination; provided, however, that Employee if the 60-day period begins in one calendar year and ends in a second calendar year, such amounts shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement after the Employee becomes eligible for group health insurance coverage due begin to subsequent employment or otherwise. The CIC Pay shall be paid to in the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section shall be made second calendar year by the last day of such 60-day period; provided, further, that the month initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the month Date of Termination. The receipt of any payments or benefits pursuant to Section 6(a) shall be subject to Executive not violating the Restrictive Covenants. In the event Executive breaches the Restrictive Covenants, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not Executive may otherwise be entitled pursuant to Section 6(a) without affecting the Change-in-Control Benefits if this Executive’s release or Executive’s obligations under the Separation Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Release.

Change in Control Benefits. If Employee is employed by the Company on the CIC Effective Date and this Agreement is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% of the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Pay shall be paid to the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b2(b) and 6(f).

Change in Control Benefits. If Employee is employed by Executive has satisfied the Company on eligibility requirements of Section l(a), Employer shall pay to Executive (and, in the CIC Effective Date and this Agreement is terminated on or before event of his death prior to payment, to his estate (if applicable)), the six-month anniversary of the CIC Effective Date by the Company without Cause following benefits: (A) Any Accrued Compensation shall be paid to Executive in full in accordance with Section 6(cthe Employer's normal payroll practices. (B) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an An amount equal to 200% of the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Executive's Separation Pay shall be paid to the Employee Executive in a lump sum within 60 days single payment, in cash, on the later of the date that is three months after the Termination Date or the effective date of the Change in Control. (C) Vesting of equity and equity-based awards granted under the Employer's stock incentive plans, whether vesting of such awards is time-based or performance­ based, in accordance with (and to the extent permitted under) the terms of the applicable incentive award agreements. (D) For the Continuation Period, Employer shall, at its expense, continue on behalf of the Executive and Executive' s dependents and beneficiaries any medical, dental, vision, hospitalization and long term care benefits provided to Executive immediately prior to the Termination Date; provided, however, that Employer's obligation to provide continuation coverage under the Employer's group health plans shall arise only if Executive and his dependents are eligible for benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and Executive and his dependents timely elect coverage under COBRA. Accordingly, if Executive's Termination Date precedes the effective date of the Change in Control and Executive did not timely elect COBRA coverage prior to becoming eligible for benefits under this Section 1, no CIC Pay reimbursements or payments for continuation coverage under Employer' s group health plans will be made by Employer under this Section l(b)(i)(D) (unless Executive has received COBRA benefits following his Termination Date and/or is currently receiving those benefits at the time of a Change in Control, in which case Employer will reimburse any past COBRA premium costs and will pay for future coverage m accordance with the terms of this Section 1(b)(i)(D) for the period specified above). The coverage and benefits (including deductibles and costs) provided hereunder during the Continuation Period shall be paid no less favorable to Executive and Executive's dependents and beneficiaries than the Employee unless the Company receives, on or within 55 days after coverage and benefits made available immediately prior to the Termination Date. Employer's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, an executed in which case Employer may reduce the coverage of any benefits it is required to provide Executive hereunder, as long as the aggregate coverages and fully effective copy benefits of the Release combined benefit plans are no less favorable to Executive than the coverages and benefits required to be provided hereunder. The coverage and benefits (including deductibles and costs) provided hereunder during the Continuation Period to Executive's dependents and beneficiaries shall not be affected by Executive's coverage under Medicare. To the extent the coverage and benefits provided hereunder extend beyond the coverage period required under COBRA, then, as defined below). Any reimbursements due required by Code Section 409A: (I) the post-termination medical benefits payable under this Section shall l(b)(i)(D) are objectively determinable; (II) such post-termination medical benefits are provided for a specified period (i.e., the Continuation Period); (III) the amount of the post-termination medical benefits provided in one year does not affect the amount of post-termination medical benefits available; (IV) the reimbursement of any post-termination medical expenses must be made by no later than the last day end of the month year following the month year in which the applicable premiums expenses were paid by incurred; and (V) the Employee. For right to receive the avoidance of doubt, Employee shall post-termination medical benefits is not be entitled subject to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company liquidation or exchange for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)another benefit.

Change in Control Benefits. If Employee is employed by the Company on the CIC Effective Date and this Agreement is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% of the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 2024 is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 2024 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 2024 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he she becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Pay shall be paid to the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

Change in Control Benefits. If Employee is you are employed by the Company on at the CIC Effective Date and this Agreement 80% Threshold Time, the Company will make a lump-sum cash payment to you that is terminated on or before equal to the six-month anniversary sum of the CIC Effective Date following amounts: (a) [One (1)][Two (2)] times the sum of your annual rate of Base Salary and Target Bonus (the “Change in Control Payment”); (b) the dollar amount obtained by multiplying one-twelfth (1/12th) of the annual Target Bonus in effect for you for the year of the Merger by the Company without Cause in accordance number of full or partial months of employment which you complete with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation in that year prior to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits Merger (collectively, the “Change-in-Control BenefitsProrated Bonus”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): ); and (ic) an amount equal to 200% (i) the monthly premium payable for continued health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (without taking into account any available subsidy for such premium) if you were to terminate employment with the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents Company under the Company’s group health insurance plan pursuant to COBRA or similar state lawplan, the Company shall reimburse Employee on a monthly basis dental and vision plans for the difference between yourself, your spouse and your eligible dependents (provided you and your spouse and other eligible dependents are currently enrolled in such plans) less the amount Employee pays to effect and continue such coverage under COBRA and the of your monthly employee contribution amount that active employees of for such premium, (ii) multiplied by six (6) (the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise“Benefit Payment”). The CIC Pay Change in Control Payment, Prorated Bonus and Benefit Payment shall be paid to the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (you as defined below). Any reimbursements due under this Section shall be made by the last day of the month soon as administratively practicable following the month 80% Threshold Time but, in any event, no later than during the calendar year in which the applicable premiums were paid by 80% Threshold Time occurs or, if later, two and one-half (2 1/2) months after the Employee80% Threshold Time. For the avoidance of doubtThe Change in Control Payment, Employee Prorated Bonus and Benefit Payment shall not be entitled subject to the Change-in-Control Benefits if Company’s collection of all applicable withholding taxes, and you will only be paid the amount remaining after such withholding taxes have been collected. The payment of the Prorated Bonus pursuant to this Agreement shall be in lieu of any bonus payment that may be earned by you pursuant to the Company’s annual incentive plan with regard to the 2009 performance year (the “2009 Annual Bonus”) except to the extent that such 2009 Annual Bonus would be greater than such Prorated Bonus received pursuant to this Agreement. To the extent that the 2009 Annual Bonus is terminated actually earned, becomes payable to you, and is greater than the Prorated Bonus paid hereunder (i) due such excess the “Excess 2009 Bonus”), the Excess 2009 Bonus shall be payable to Employee’s death; (ii) by you at the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee time and in accordance with Sections 4(b) and 6(f)such plan or program under which the 2009 Annual Bonus was awarded. The amount of the 2009 Annual Bonus that is equal to or less than the Prorated Bonus received hereunder shall be forfeited upon receipt of the Prorated Bonus paid hereunder.

Change in Control Benefits. If Employee is employed by the Company on the CIC Effective Date Employer grants to Executive and this Agreement is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(dhis dependents and beneficiaries (if applicable), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): benefits: (i) The Accrued Compensation described in Section 5(a)(i) (accrued annual base salary), Section 5(a)(ii) (expense reimbursements) and Section 5(a)(iii) (earned but unused vacation pay) shall be paid to Executive in full at the time or times set forth in the Employer’s customary payroll procedures. (ii) The Accrued Compensation described in Section 5(a)(iv) (earned and accrued bonuses and incentive compensation) and an amount equal to 200% the Executive’s Pay described in Section 5(l) shall be paid to Executive in a single payment, in cash, on the later of the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 date that is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible six months after the Termination Date for group health insurance coverageor the effective date of the Change in Control. (iii) For a period of twelve (12) months (the “Continuation Period”), if anyas determined by Employer, through subsequent employment or otherwise Employer shall, at its expense, continue on behalf of the Executive and the Company shall have no further reimbursement after the Employee becomes eligible for group health insurance coverage due Executive’s dependents and beneficiaries any medical, dental, vision, hospitalization and long term care benefits provided to subsequent employment or otherwise. The CIC Pay shall be paid Executive immediately prior to the Employee in a lump sum within 60 days of the Termination Date; provided, however, that Employer’s obligation to provide continuation coverage under the Employer’s group health plans shall arise only if Executive and his dependents are eligible for benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Executive and his dependents timely elect coverage under COBRA. Accordingly, if Executive’s Termination Date precedes the effective date of the Change in Control and Executive did not timely elect COBRA coverage prior to becoming eligible for benefits under this Exhibit A, no CIC Pay reimbursements or payments for continuation coverage under Employer’s group health plans will be made by Employer under this Section 2(a)(iii) (unless Executive has received COBRA benefits following his Termination Date and/or is currently receiving those benefits at the time of a Change in Control, in which case Employer will reimburse any past COBRA premium costs and will pay for future coverage in accordance with the terms of this Section 2(a)(iii) for the period specified above). The coverage and benefits (including deductibles and costs) provided hereunder during the Continuation Period shall be paid no less favorable to Executive and Executive’s dependents and beneficiaries than the Employee unless the Company receives, on or within 55 days after coverage and benefits made available immediately prior to the Termination Date. Employer’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, an executed in which case Employer may reduce the coverage of any benefits it is required to provide Executive hereunder, as long as the aggregate coverages and fully effective copy benefits of the Release combined benefit plans are no less favorable to Executive than the coverages and benefits required to be provided hereunder. The coverage and benefits (including deductibles and costs) provided hereunder during the Continuation Period to Executive’s dependents and beneficiaries shall not be affected by Executive’s coverage under Medicare. To the extent the coverage and benefits provided hereunder extend beyond the coverage period required under COBRA, then, as defined below). Any reimbursements due required by Code Section 409A: (A) the post-termination medical benefits payable under this Section shall 2(a)(iii) are objectively determinable; (B) such post-termination medical benefits are provided for a specified period (i.e., the Continuation Period); (C) the amount of the post-termination medical benefits provided in one year does not affect the amount of post-termination medical benefits available in another year (except for the applicability of an annual or lifetime cap); (D) the reimbursement of any post-termination medical expenses must be made by no later than the last day end of the month year following the month year in which the applicable premiums expenses were paid by incurred; and (E) the Employee. For right to receive the avoidance of doubt, Employee shall post-termination medical benefits is not be entitled subject to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company liquidation or exchange for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)another benefit.

Change in Control Benefits. If Employee both (i) a Change in Control (as defined below) occurs during the Employment Period and (ii) within 6 months following such Change in Control the Executive, prior to the expiration of the Term, either (A) is employed terminated by the Company on the CIC Effective Date and this Agreement is terminated on or before the six-month anniversary of the CIC Effective Date by the Company its successor without Cause in accordance with Section 6(cor (B) or by Employee terminates his employment for Good Reason in accordance with Section 6(d)Reason, then the Company shall have no further obligation Executive will be entitled to Employee under this Agreement or otherwise(x) a one-time lump sum payment, except within 30 days of the Company shall provide Employee with the Accrued Obligations Date of Termination, in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% the greater of two (2) times the Base Salary or two (2) times the Annualized Compensation (defined below), and (y) if the Executive continues to participate in effect immediately before the Company’s group medical plan by electing COBRA health continuation coverage, reimbursement from the Company for any premiums paid by the Executive for such coverage throughout the period beginning on the Date of Termination Date plus 200% and ending on the earlier of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date second (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 2nd) anniversary thereof or the Annual Bonus received by Employee for any future fiscal year) (together, expiration of the “CIC Pay”); and (ii) during the 6-month COBRA health continuation coverage period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverageplan; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after obligation to reimburse such COBRA payments will immediately cease if the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement after the Employee Executive becomes eligible for group any health insurance coverage due benefits pursuant to the Medicare program or a subsequent employment employer’s plan, or otherwiseas otherwise permitted or required under COBRA regulations (collectively, (x) and (y) above are referred to as the “Change in Control Benefits”). The CIC Pay Change in Control Benefits shall be paid in lieu of the Severance Payment that would otherwise be payable pursuant to Section 7(f)(i) above and shall be subject to the Employee Executive’s execution and delivery of a general release of all claims in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid form and substance reasonably satisfactory to the Employee unless Company or its successor within 21 days following the Date of Termination. “Annualized Compensation” means the total amount earned by the Executive for personal service rendered to the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section shall be made reported by the last day of Company on Treasury Department Form W-2 for the month following Executive’s taxable year preceding the month Executive’s taxable year in which the applicable premiums were Date of Termination occurs, but excluding (1) relocation and moving expenses paid or reimbursed pursuant to this Agreement, (2) income included under Section 79 of the Internal Revenue Code of 1986, as amended, (3) income imputed to the Executive from personal use of employer-provided automobiles, and (4) income attributable to grants of, or dividends on, shares awarded by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Company.

Change in Control Benefits. If Employee During the Term, if the Executive’s employment is terminated by ▇▇▇▇▇ without Cause or if the Executive resigns from Mural for Good Reason, in either case, during the Change in Control Period, then, in addition to the Accrued Benefits, and subject to the Executive complying with the Release Condition (i) Mural shall pay the Executive a lump sum payment in an amount equal to the sum of (A) 1.5x Base Salary and (B) 1.5x the Target Bonus; (ii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, Mural shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that Mural would have made to provide health insurance to the Executive if the Executive had remained employed by ▇▇▇▇▇ until the Company on earliest of (A) the CIC Effective Date and this Agreement is terminated on or before the six18-month anniversary of the CIC Effective Date by of Termination; (B) the Company without Cause in accordance with Section 6(cdate that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% cessation of the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents Executive’s health continuation rights under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverageCOBRA; provided, however, that Employee shall notify if Mural determines that it cannot pay such amounts to the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageplan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, if anywithout limitation, through subsequent employment Section 2716 of the Public Health Service Act), then Mural shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on ▇▇▇▇▇’s regular payroll dates; (iii) Mural shall pay the Executive any Prior Year’s Earned Bonus; (iv) Mural shall pay the Executive an amount equal to the Target Bonus in effect for the year in which the Date of Termination occurs, pro-rated for the number of days the Executive is employed by ▇▇▇▇▇ in the year of termination; and (v) Notwithstanding anything to the contrary in the applicable equity documents, all outstanding Mural equity-based awards held by the Executive shall immediately accelerate and become fully vested and exercisable or otherwise nonforfeitable as of the later of (i) the effective date of Termination; and (ii) the Company shall have no further reimbursement after effective date of the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwiseRelease Agreement. The CIC Pay amounts payable under Section 5(a)(i), (iii) and (iv) (and Section 5(a)(ii), to the extent taxable) shall be paid or commence to the Employee in a lump sum be paid within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy Date of the Release (as defined below). Any reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Termination.

Change in Control Benefits. If Employee is employed by the Company on the CIC Effective Date and this Agreement is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% [•]% of the Base Salary in effect immediately before the Termination Date plus 200% [•]% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus or if Employee was employed for less than one full fiscal year 2021 is determinedprior to the Termination Date, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for payable during the current fiscal 2021 as year at the target amount provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health heath insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Pay shall be paid to the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b2(b) and 6(f).

Change in Control Benefits. (a) If Employee is employed by the Company on the CIC Effective Date and this Agreement Employee’s employment is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause in accordance with Section 6(c) or by or, if the Employee resigns for Good Reason Reason, and such termination or resignation takes place on or within one (1) year after the Change in accordance Control Date, then, subject to any limitation imposed under applicable law and Sections 2(c) and 5 of this Agreement, so long as the Employee complies with Section 6(d)his obligations pursuant to Sections 4(a) and (b) of this Agreement, then the Company shall pay to the Employee (i) in a cash lump sum payment within ten (10) days of the date that the Employee’s employment is terminated (the “Termination Date”) the Employee’s (A) unpaid base salary earned through the Termination Date and (B) accrued and unpaid vacation as of the Termination Date; (ii) in a cash lump sum payment at such time as it would have no further obligation to been paid if the Employee under this Agreement or otherwisehad not been terminated, except any cash incentive compensation earned as of the Company shall provide Employee with Termination Date in respect of the Accrued Obligations in accordance with Section 7(a) plus prior fiscal year which has not been paid as of the following payments Termination Date (collectively such unpaid base salary, accrued vacation and benefits (collectivelyearned incentive compensation, the “Change-in-Control BenefitsAccrued Amounts”); (iii) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): a cash lump sum payment an amount equal to (iA) ____times the Employee’s base salary as in effect on the Termination Date; plus (B) an amount equal to 200% ____ times the Employee’s annual cash incentive payment payable to the Employee based on performance at target levels of the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee performance for the fiscal year preceding in which the Termination Date Employee’s employment is terminated, which payments pursuant to (until the Annual Bonus for fiscal year 2021 is determined, the Annual Bonus for purposes of this Section 8 iii)(A) and (iii)(B) shall be paid to the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be Employee on the Annual Bonus determined for fiscal year 2021 first payroll period occurring on or after the Annual Bonus received by Employee for any future fiscal year) (together, expiration of the “CIC Pay”)Severance Delay Period; and (iiiv) during the 6-month period commencing a pro rata annual cash incentive bonus based on the Termination number of full calendar months elapsed in the fiscal year of termination and actual performance for such fiscal year, which amount shall be paid at such time as it would have been paid if the Employee had not been terminated. In addition, if the Employee’s employment is terminated by the Company without Cause or if the Employee resigns for Good Reason, and such termination or resignation takes place on or within one (1) year after the Change in Control Date, then, subject to any limitations imposed under applicable law and Sections 2(c) and 5 of this Agreement (A) any and all unvested and unexercised stock options held by the Employee as of the Change in Control Date shall become fully vested and exercisable as of the Change in Control Date, (B) all restrictions shall lapse on, and Employee shall become fully vested in all rights to, restricted stock, restricted stock units and performance shares or units (at target level of performance unless a greater or lesser level of performance is provided for in the award agreement evidencing the award of such performance shares or units) granted to Employee under any Equity Plan as of the Change in Control Date, and (C) the Company shall pay the Employee, on first payroll period occurring on or after the expiration of the Severance Delay Period, a lump sum amount equal to $105,000 (the “Change in Control COBRA Amount”) that the Employee is eligible may use to elect and elects to continue procure group health plan coverage for himself and his eligible dependents or otherwise. If the Employee desires to elect continuation coverage the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), it shall be the sole responsibility of the Employee (and/or other family members who are qualified beneficiaries, as described in the COBRA election notice, and who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The Employee acknowledges that the Change in Control COBRA Amount is taxable to the Employee and that the payment of the Change in Control COBRA Amount shall only be made to the extent that the payment of the Change in Control COBRA Amount would not result in any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) (collectively, such laws, the “PPACA”). Should the Company be unable to pay the Change in Control COBRA Amount without triggering an excise tax under the Company’s group health insurance plan pursuant PPACA, the Company and the Employee shall use reasonable efforts to provide a benefit to the Employee which represents the economic equivalent of the Change in Control COBRA Amount and which does not result in an excise tax on the Company under the PPACA, which benefit shall be paid in a lump sum. Notwithstanding the foregoing, the vesting of equity awards under this Section 2(a) shall not alter any previously elected payment schedule made by the Employee under a valid deferral election form, which election form shall continue to govern the payment of such award. (b) In the event of termination for Cause, death or similar state lawDisability, or resignation for other than Good Reason, the Company shall reimburse Employee on a monthly basis for be under no obligation other than to provide the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverageAccrued Amounts; provided, however, that Employee shall notify with respect to a termination for Cause, the Company may withhold any compensation due to Employee as a partial offset against any damages suffered by the Company as a result of Employee’s actions. In addition, the Employee agrees, upon demand by the Company, to return promptly to the Company any portion of the Accrued Amounts, or other benefits under Section 2(a) paid, or targeted to be paid, to the Employee based upon financial results or performance metrics later found to be materially inaccurate. The amount to be recovered shall be equal to the excess of the amount paid out (on a pre-tax basis) over the amount that would have been paid out had such financial results or performance metrics been fairly stated at the time the payout was made. The payment shall be made in writing within five days after he becomes eligible after such manner and on such terms and conditions as may be required by the Termination Date for group health insurance coverageCompany. If the Employee fails to return such compensation promptly, the Employee agrees that the amount of such compensation may be deducted from any and all other compensation owed to the Employee by the Company, to the extent permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if anyapplicable. The Employee acknowledges that the Company may engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 2(b). The provisions of this Section 2(b) shall be modified to the extent, through subsequent and remain in effect for the period, required by applicable law, including, without limitation, any rules or regulations adopted implementing the clawback or recoupment requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010. The Company shall be entitled, at its election, to set off against the amount of any such payment any amounts otherwise owed to the Employee by the Company. (c) In the event any payments or benefits otherwise payable to the Employee, whether or not pursuant to this Agreement, (1) constitute “parachute payments” within the meaning of Section 280G of the Code, and (2) but for this Section 2(c), would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 2(c) will be made in good faith by the Company, whose determination will be conclusive and binding upon the Employee and the Company for all purposes absent manifest error, and the Company shall have no further reimbursement after provide the Employee becomes eligible for group health insurance coverage due with the data and analysis supporting such determination. For purposes of making the calculations required by this paragraph, the Company (i) may make reasonable assumptions and approximations concerning applicable taxes, (ii) may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and (iii) shall take into account a “reasonable compensation” (within the meaning of Q&A-9 and Q&A-40 to subsequent employment Q&A 44 of the final regulations under Section 280G of the Code) analysis of the value of services provided or otherwise. The CIC Pay shall to be paid provided by the Employee, including any agreement by the Employee (if applicable) to refrain from performing services pursuant to a covenant not to compete or similar covenant applicable to the Employee that may then be in effect (including, without limitation, those contemplated by Section 4 of this Agreement). The Employee agrees to furnish to the Company such information and documents as the Company may reasonably request in order to make a lump sum within 60 days of determination under this provision. To the Termination Date; providedextent such aggregate parachute payment amounts are required to be so reduced, however, that no CIC Pay shall be paid the parachute payment amounts due to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section but no non-parachute payment amounts) shall be made by reduced in the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-Control Benefits if this Agreement is terminated order: (i) due the parachute payments that are payable in cash shall be reduced (if necessary, to Employee’s deathzero) with amounts that are payable last reduced first; (ii) by payments and benefits due in respect of any equity, valued at full value (rather than accelerated value) (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall be reduced in each case in reverse order beginning with payments or benefits which are to be paid the Company due to Employee’s Inability to Performfurthest in time; and (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by all other non-renewal by Employee cash benefits not otherwise described in accordance clause (ii) of this Section 2(c) reduced last. In applying these principles, any reduction or elimination of the payments shall be made in a manner consistent with Sections 4(b) the requirements of Section 409A of the Code and 6(f)where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

Change in Control Benefits. If Employee is employed by During the Company on Term, if upon or within 18 months after a Change in Control, the CIC Effective Date and this Agreement Executive’s employment is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause as provided in accordance with Section 6(c3(d) or by Employee the Executive terminates his employment for Good Reason as provided in accordance with Section 6(d3(e), then then, subject to the Executive signing a separation agreement substantially in the form attached hereto as Exhibit I (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination, (i) the Company shall have no further obligation to Employee under this Agreement or otherwise, except pay the Company shall provide Employee with the Accrued Obligations Executive a lump sum in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) cash in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% of 1.5 times the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately before prior to the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 is determinedChange in Control, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”if higher); and and (ii) during the 6-month equity award granted pursuant to Section 2(b) shall immediately accelerate and become fully vested and nonforfeitable; and (iii) for a period commencing on of 18 months following the Date of Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents or until the Executive becomes covered under the Company’s a group health insurance plan pursuant to of another employer, whichever is earlier (the “COBRA or similar state lawCoverage Period”), the Company shall reimburse Employee on provide the Executive, and his eligible dependents, at the Company’s sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that the Executive timely executes all necessary COBRA election documentation and remains eligible for COBRA coverage. To the extent that such benefit coverage constitutes a monthly basis taxable benefit to the Executive, the Executive shall be responsible for such tax obligation, and the difference between Company shall not be required to pay any tax gross-up amount. COBRA election documentation will be sent to the Executive after the Executive’s Date of Termination. After the Executive’s COBRA Coverage Period, if the Executive wishes to continue such COBRA coverage or other group health plan coverage offered by the Company, and is eligible therefor, such continuation shall be at the discretion of the Company, and the Executive will be required to pay all requisite premiums for such continued coverage; and (iv) the amount Employee pays to effect and continue such coverage payable under COBRA and this Section 5(a)(i) shall be paid within 60 days after the employee contribution amount that active employees Date of the Company pay for the same or similar coverageTermination; provided, however, that Employee shall notify if the Company 60-day period begins in writing within five days after he becomes eligible after the Termination Date for group health insurance coverageone calendar year and ends in a second calendar year, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Pay such payment shall be paid to in the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section shall be made second calendar year by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Changesuch 60-in-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)day period.

Change in Control Benefits. If Employee is employed by the Company on the CIC Effective Date and this Agreement is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 200% of the Base Salary in effect immediately before the Termination Date plus 200% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (until the Annual Bonus for fiscal year 2021 2024 is determined, the Annual Bonus for purposes of this Section 8 shall be the target Annual Bonus for fiscal 2021 2024 as provided above, and thereafter shall be the Annual Bonus determined for fiscal year 2021 2024 or the Annual Bonus received by Employee for any future fiscal year) (together, the “CIC Pay”); and (ii) during the 6-6- month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he she becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Pay shall be paid to the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-in-in- Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).