Common use of Change in Control Severance Benefits Clause in Contracts

Change in Control Severance Benefits. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

Change in Control Severance Benefits. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon compliance with Section 5.5 above, Executive shall be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to twelve (12) months of the Executive’s annual base salary payments then in effect; and (ii) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a Separation from Service and Executive must execute and allow the Release to become effective within 60 days of the effective date of the Change in Control or Executive’s termination or resignation, whichever is later (the “Release Date”). Such payments shall not be paid prior to the Release Date, rather, subject to the aforementioned conditions, on the Release Date the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Executive’s stock options and/or equity awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Employee’s employment without Just Cause or Employee resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon the execution of a Release, Employee shall be entitled to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) Employee’s annual base salary then in effect, plus (B) the greater of (1) Employee’s annualized target bonus award for the year in which Employee’s employment terminates or (2) the Annual Bonus amount paid to Employee in the immediately preceding year; (ii) payment of any accrued but unused vacation and sick leave; (iii) payment of Employee’s target bonus award for the year in which Employee’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Employee’s group health insurance COBRA continuation coverage, including coverage for Employee’s eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; and (v) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Employee for a period of six (6) months following a Change in Control Termination, up to maximum of $7,500 in aggregate; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Employee’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Employee’s eligibility for comparable group health insurance provided by a new employer of Employee. Employee agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Employee’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Employee is entitled to coverage under federal COBRA law, if any, Employee shall be entitled to maintain such coverage at Employee’s own expense. In addition, notwithstanding anything contained in Employee’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Employee’s employment without Just Cause or Employee resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one any surviving corporation or acquiring corporation assumes Employee’s stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Employee’s stock options and/or equity awards, as applicable, in accordance with the terms of the Company’s equity incentive plans, then (1i) year the vesting of such Change in Controlall of Employee’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) aboveas applicable, the Executive shall be entitled accelerated in full and (ii) the term and the period during which Employee’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Employee’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is (a) During the period of time from the date of execution of an agreement to effect a Change in Control, Control and within one (1) year up until the day immediately prior to the Date of such the Change in ControlControl (the “Pre-CIC Period”) and from the Date of the Change in Control through the date that is two (2) years after the Date of the Change in Control (the “Post-CIC Period”), if Executive experiences a Qualifying Termination, then subject to the terms of this Agreement and Executive’s employment is terminated under continued compliance with Sections 7, 8 and 9, in addition to the circumstances described Accrued Compensation, but in Sections 4(a) through 4(f) above, the lieu of any other severance or payments or benefits Executive shall may be entitled to the following: under any agreement or arrangement: (Ii) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company The Bank shall pay the to Executive the Accrued Obligations and, a lump sum cash payment in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24A) months 1x, multiplied by (B) the sum of the Executive’s Base Salary at and Average Bonus. (ii) The Bank shall pay to Executive a lump sum cash payment in an amount equal to Executive’s Pro Rata Bonus. (iii) In addition, for a period of 18 months following the rate Termination Date, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of health care insurance under the same terms and conditions Executive received such coverage prior to the Termination Date, or if the Company or the Bank cannot provide such benefits under the terms of the plans or contracts, the Company or the Bank shall pay to Executive, in effect on monthly installments during such periods, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits), not to exceed 125% of the cost to the Company or the Bank of obtaining such benefits (or substantially similar benefits). (iv) All outstanding, unvested equity or equity-based incentive awards with respect to the equity securities of the Company or any successor in connection with such Change in Control (including, without limitation, stock options, restricted stock, and restricted stock units) held by Executive (A) that are subject solely to time-based vesting requirements as of the Termination Date will vest in full as of the later of the date of termination the Qualifying Termination or resignationas of immediately prior to the consummation of the Change in Control and (B) that are subject to performance-based vesting requirements, payable will vest in accordance with the award agreement governing such award. (b) The Company’s or Bank’s obligation to pay or provide Executive the payments and benefits set forth in Section 3(a) (collectively, the “Severance Benefits”) shall be subject to, contingent upon, and in consideration of Executive’s execution and non-revocation of a general waiver and release of claims in a lump sum form satisfactory to the Company and the Bank (the “Release”) within sixty (60) calendar days following the Termination Date (the “Release Consideration Period”), which Release shall, for the avoidance of doubt, include reaffirmation of the continuing obligations set forth in Sections 7, 8 and 9 below. Accordingly, the amounts provided for, if any, (i) in Sections 3(a)(i) and 3(a)(ii) shall be paid to Executive in a single lump sum cash payment on the first regularly scheduled payroll date following the effective date of termination or resignation; the Release, provided that (A) if the Release Consideration Period crosses two calendar years, such payment shall be made no earlier than the second calendar year if necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and (B) provided such payment shall be made no later than March 15th of the Executive timely elects continuation coverage under COBRAcalendar year that follows the calendar year that includes the Termination Date, and (ii) in Section 3(a)(iii) shall commence as the first regularly scheduled payroll date following the effective date of the Release, with reimbursement as of such date for costs that otherwise would have been covered by Section 3(a)(iii) had such benefits commenced as of the Termination Date. (c) The Company’s or Bank’s obligation to pay or provide the Severance Benefits shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action which the Company may have against Executive or others, except that Executive shall also paynot be entitled to any Severance Benefits if Executive violates any of the restricted covenants set forth in Sections 7, on the Executive’s behalf8 and 9, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that and the Company paid immediately prior to and/or the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive Bank shall be entitled to recoup any Severance Benefits already paid to Executive in the compensation event of Executive’s violation of the restricted covenants in Sections 7, 8 and benefits for which 9. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive is eligible under any of the provisions of this Agreement, and except as set forth in Section 3(a)(iii), such sectionsamounts shall not be reduced whether or not Executive obtains other employment.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits instead of the Severance Benefits set forth in Section 9.2 above: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of twelve (12) months, less applicable withholdings and deductions, paid on the Company without Cause pursuant to Section 4(a) or 60th day following the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four 1.0 times (241.0x) months of the Executive’s Base Salary at the rate in effect then current annual Target Bonus paid on the date of termination or resignation, payable 60th day following the Change in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen twelve (1812) month months following a Change in Control Termination (such period following the date of termination or resignation, subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive and Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those coverage for which Executive and Executive’s eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive or upon Executive no longer being eligible for COBRA during the CIC COBRA Payment Period; and (c) the Company’s obligation to pay such premiums shall be contingent on Executive’s timely election of continued group health insurance coverage under COBRA. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy the Company’s obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the CIC COBRA Payment Period, the Special Severance Payment. (b) To receive the payments in Section 9.3(a), Executive’s termination or resignation must constitute a Separation from Service (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Executive’s ability to receive benefits pursuant to Section 9.3(a) is further conditioned upon Executive: returning all Company property; complying with Executive’s post-termination obligations under this Agreement and the Employee Proprietary Information Agreement, and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (c) In addition, notwithstanding anything contained in Executive’s award agreements to the contrary, upon a Change in Control Termination Executive shall receive accelerated vesting of all then unvested shares of the Company’s group health plan Common Stock subject to violate outstanding stock options, restricted stock units and any applicable nondiscrimination ruleother equity incentive awards that Executive then may have, if any, provided, however, that unvested shares subject to Executive’s outstanding stock options shall only accelerate if Executive executes the parties agree Release within the timeframe provided by the Company and Executive’s stock options shall remain outstanding following the date of Executive’s Change in Control Termination if and to negotiate in good faith a mutually agreeable alternative arrangement; and (IIthe extent necessary to give effect to this Section 9.3(c) if such subject to earlier termination is a termination or resignation under the circumstances described terms of the equity plan under which such stock options were granted and the original maximum term of the award (without regard to Executive’s termination). (d) As used in Sections 4(cthis Agreement, a “Change in Control” is defined as the first to occur of the following: (a) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the assets of the Company (other than the transfer of the Company’s assets to a majority-owned subsidiary corporation); (b) a merger or consolidation in which the Company is not the surviving corporation (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, 4(dimmediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction); (c) a reverse merger in which the Company is the surviving corporation but the shares of the Company’s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, 4(ewhether in the form of securities, cash or otherwise (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the Company); or 4(f(d) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred. Notwithstanding the foregoing, to the extent that the Company determines that any of the payments or benefits under this Agreement that are payable in connection with a Change in Control constitute deferred compensation under Section 409A that may only be paid on a qualifying transaction (that is, they are not “exempt” under 409A), the Executive foregoing definition of Change in Control shall be entitled apply only to the compensation and benefits extent the transaction also meets the definition used for which the Executive is eligible purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under such sectionsTreasury Regulation Section 1.409A-3(i)(5).

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason on or within eighteen (18) months following the effective date of a Change in ControlControl (“Change in Control Termination”), Executive will be entitled to the Accrued Obligations, and within upon executing and allowing to become effective the Release, Executive will be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to twelve (12) months of Executive’s Base Salary then in effect (the “Lump Sum Severance”); (ii) a lump-sum cash payment in an amount equal to one (1) times Executive’s Target Bonus for the year in which Executive’s employment terminates (the “Bonus Severance”); (iii) if Executive is participating in the Company’s group health plans as of a Change in Control Termination, and if Executive timely elects continued coverage under COBRA or, if applicable, state continuation coverage laws, the Company will pay the premiums necessary to continue Executive and Executive’s covered dependents’ health insurance coverage in effect on the Change in Control Termination date until the earliest of: (A) twelve (12) months following a Change in Control Termination; (B) the date when Executive becomes eligible for health insurance coverage in connection with new employment or self-employment; or (C) the date Executive ceases to be eligible for continuation coverage for any reason, including plan termination, provided, however, if at any time the Company determines that its payment of continuation coverage premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying premiums pursuant to this Section, the Company will pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the premium it would have paid for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period; and (iv) effective as of the later of Executive’s Change in Control Termination date or the effective date of the Change in Control, the Executivevesting and exercisability of all outstanding stock options and other stock awards covering the Company’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Common Stock that are held by Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions as of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the Change in Control Termination date, to the extent such awards are subject to time-based vesting requirements, will be accelerated (and lapse, in the case of reacquisition or repurchase rights) in full. Executive’s stock options and stock awards will remain outstanding following Executive’s Change in Control Termination date if and to the extent necessary to give effect to this Section 6.3(a)(iv) subject to earlier termination under the terms of the equity plan and award agreements under which such awards were granted and the original maximum term of the award (without regard to Executive’s termination). (b) To receive the payments and benefits under (a) above, Executive’s termination or resignationresignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within the time period provided by the Company, during the eighteen (18) month period which shall be no later than 60 days following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive Lump Sum Severance and Bonus Severance will continue be paid, subject to be required to pay that portion of deductions and withholdings, by the premium for the 60th day following Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation, provided Executive has timely delivered the effective Release. Notwithstanding For the foregoingavoidance of doubt, in the event that of a Change in Control Termination, Executive only will be eligible to receive the severance benefits under applicable guidance this Section 6.3 and not those severance benefits under Section 6.1. (c) For purposes of this Agreement, “Change in Control” will have the reimbursement of COBRA premiums causes meaning ascribed to such term in the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections2018 Equity Incentive Plan.

Change in Control Severance Benefits. If there is a Change in Control, and In the event that the Company terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) year month prior to or thirteen (13) months following the effective date of such a Change in ControlControl (as defined below), ("Change in Control Termination"), and upon the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) aboveexecution of a Release (Exhibit B), the Executive shall be entitled to receive the followingfollowing Change in Control Severance Benefits: (Ii) if such termination is continuation of Executive's base salary, then in effect, for a termination by period of two (2) years following the Termination Date, paid on the same basis and at the same time as previously paid; (ii) payment of any accrued but unused vacation and sick leave; (iii) the Company shall reimburse Executive, on a grossed-up basis, for the after-tax payment of the premiums of Executive's supplemental disability plan for a period of 24 months following a Termination without Just Cause pursuant or for reasons other than Change in Control; (iv) a bonus in the amount equal to Section 4(athe bonus amount paid in the year immediately preceding the Change in Control; and (v) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions premiums of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s 's group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s 's eligible dependents, that the Company paid immediately prior to the date for a maximum period of termination or resignation, during the eighteen (18) month period months following a Change in Control Termination; provided, however, that (a) the date of termination or resignation, subject to the Company shall pay premiums for Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for 's eligible dependents only for coverage for which those eligible dependents who were enrolled immediately prior to the Change in Control Termination and (b) the Company's obligation to pay such premiums shall cease immediately upon Executive's eligibility for comparable group health insurance provided by a new employer of Executive. If Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week he may elect, upon written notification to the Company, to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the company of such written notice. Executive agrees that the Company's payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No premium payments will be made following the effective date of termination or resignationExecutive's coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the Executive’s health coverageperiod that Executive is entitled to coverage under federal COBRA law, including coverage for the Executive’s eligible dependentsif any, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to maintain such coverage at Executive's own expense. In addition, in the compensation event the Company terminates Executive's employment without Just Cause or that Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, the vesting of Executive's then outstanding stock options shall be accelerated in full, and benefits for the time during which such options may be exercised shall be extended to 24 months following the Executive is eligible under date of such sectionsChange in Control.

Change in Control Severance Benefits. If there is a Change in Control, and within one (1a) year of such Change in ControlSubject to Section 3.4, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Participating Company shall pay the Executive Change in Control Severance Benefits, as described in Section 4.1(b), if the Accrued Obligations and, Executive receives or delivers a Notice of Termination of a Qualifying Termination of the Executive’s employment pursuant to Section 3.1(a) or 3.1(b). (b) The Change in addition, subject Control Severance Benefits to be provided to the provisions Executive pursuant to Section 4.1(a) shall be the following: (i) An amount equal to the Executive’s unpaid Base Salary, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the date of Section 19the Qualifying Termination shall be paid in cash to the Executive in a single lump sum on the Payment Date. Such payment shall constitute full satisfaction for these amounts owed to the Executive. (ii) An amount equal to the unpaid, accrued vacation pay owed to the Executive through and including the date of the Qualifying Termination shall be made in cash to the Executive in a single lump sum on the Payment Date. Such payment shall constitute full satisfaction for these amounts owed to the Executive and in no event shall the Executive accrue additional vacation time after the date of the Executive’s Qualifying Termination. (iii) Any amount payable to the Executive under the annual bonus plan then in effect in respect of the most recently completed fiscal year, to the extent not theretofore paid, shall be paid in cash to the Executive in a single lump sum at the applicable time provided in the annual bonus plan then in effect. Such payment shall constitute full satisfaction for this amount owed to the Executive. (iv) An amount equal to: (A) an three (3) for Tier I Executives, (B) two (2) for Tier II Executives or (C) one and one-half (1 1/2) for Tier III Executives times the sum of: (1) the Executive’s annual rate of Base Salary in effect upon the date of the Qualifying Termination or, if greater, by the Executive’s annual rate of Base Salary in effect immediately prior to the occurrence of the Change in Control plus (2) the Executive’s then current target bonus opportunity established under the annual bonus plan in effect for the bonus plan year in which the date of the Executive’s Qualifying Termination occurs or, if greater, the Executive’s target bonus opportunity in effect prior to the occurrence of the Change in Control. The Participating Company shall pay such amount in cash to the Executive in a single lump sum on the Payment Date. (v) An amount equal to twenty-four the annual bonus the Executive would have earned under the annual bonus plan for the plan year in which the Qualifying Termination occurs, determined based on the actual performance achieved under such annual bonus plan for such plan year and adjusted on a pro rata basis based on the number of months the Executive was actually employed during such plan year (24full credit is given for partial months of employment), shall be paid in cash to the Executive in a single lump sum at the applicable time provided in the annual bonus plan then in effect. Such payment shall constitute full satisfaction for this amount owed to the Executive. (vi) The Company shall provide, at the same cost structure as applicable to active employees, COBRA continuation coverage for the Executive (and the Executive’s eligible dependents) under the Company’s medical benefit plan for a period of up to six (6) months from the date of the Qualifying Termination (the “Subsidized COBRA Period”). The Subsidized COBRA Period will be included in the Executive’s COBRA continuation coverage period. If the Executive chooses to continue COBRA continuation coverage after the Subsidized COBRA Period, the Executive will be responsible for the entire premium payment for the remainder of the Executive’s COBRA continuation coverage period (in most cases an additional twelve (12) months). (vii) If the Executive actively participates in any of the Company’s voluntary, employee pay-all plans or programs on the date of the Executive’s Qualifying Termination, the Executive may continue to participate in such plan or program after the date of the Qualifying Termination if such continued participation is permitted by the third-party provider pursuant to the terms and conditions set forth therein. (c) Notwithstanding the foregoing, if the Qualifying Termination giving rise to the payment of Change in Control Severance Benefits under this Section 4.1 is due to a Change in Control Good Reason as defined in Section 2(j)(iii), then the Executive’s Base Salary at the rate and target bonus opportunity in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date occurrence of termination or resignation, during the eighteen (18) month period following the date such Change in Control Good Reason shall be used for purposes of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue calculating any amounts to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that paid based thereupon under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(cSection 4.1(b), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

Change in Control Severance Benefits. If there is If, within 12 months following a Change in Control, and within one (1) year of such Change in Control, the Executive’s your employment is terminated under by the circumstances described Company without Cause, or by you for Good Reason; and if you sign, date, return to the Company and allow to become effective a release of all claims in Sections 4(a) through 4(f) abovea form satisfactory to the Company in its sole discretion (the “Release”); then in lieu of any Severance Benefits set forth in Section 10 herein, the Executive you shall be entitled to receive the following: following severance benefits (I) if the “Change in Control Severance Benefits”): a. The vesting of all unvested stock options and all unvested grants of restricted stock herein referred to and any subsequent grants of stock options, restricted stock or any other stock awards in future plans, shall accelerate in such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to the number of shares that would vest over an additional twenty-four (24) month period as if you have continued to be an employee of the Company for additional twenty-four (24) months following your termination; b. You will be eligible to receive severance pay in the total amount equal to the sum of twelve (12) months of your base salary in effect as of the Executive’s Base Salary at the rate employment termination date. For purposes of this Section 9(b), “base salary” as used herein does not include any annual performance bonus or any other bonus payment. The severance pay will be subject to required payroll deductions and withholdings, and will be paid in effect twenty-six (26) equal installments over a period of twelve (12) months, with such payments made on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignationCompany’s normal payroll schedule; and c. If you timely elect and (B) provided the Executive timely elects continuation continue to remain eligible for continued group health insurance coverage under federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), the Company shall also pay, on the Executive’s behalf, the portion of monthly will pay your COBRA premiums for the Executive’s sufficient to continue your group health insurance, insurance coverage at the same level in effect as of your employment termination date (including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health dependent coverage, including coverage if applicable) for twelve (12) months after the Executive’s eligible dependentsemployment termination date; provided that, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s obligation to pay your COBRA premiums will cease earlier if you become eligible for group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith insurance coverage through a mutually agreeable alternative arrangement; new employer and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled you must provide prompt written notice to the compensation and benefits Company if you become eligible for which the Executive is eligible under such sectionsgroup health insurance coverage through a new employer within twelve (12) months of your employment termination date.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon compliance with Section 5.5 above, Executive shall be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to eighteen (18) months of the Executive’s annual base salary payments then in effect; and (ii) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a Separation from Service and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior to the 60th day following Executive’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignation, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Executive’s stock options and/or equity awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there Executive is entitled to receive Change in Control Severance Benefits pursuant to Section 2(a), the Change in Control Severance Benefits provided to Executive pursuant to the terms of this Agreement will consist of the following: (i) A single lump sum cash payment in an amount equal to [two for CEO] [one and one-half for Pres or SVP] [one for VP] times the greater of (a) Executive’s annualized base salary as of the date of Executive’s Separation from Service or (b) Executive’s annualized base salary in effect immediately prior to any material diminution in Executive’s base salary following the execution of this Agreement. (ii) A single lump sum cash payment in an amount equal to [two for CEO] [one and one-half for Pres or SVP] [one for VP] times the average payment to which Executive was entitled pursuant to the UniSource Energy Corporation Performance Enhancement Plan or any successor plan (the “Incentive Compensation Plan”) for the three calendar years immediately preceding the calendar year in which Executive’s Separation from Service occurs. If, during each of the three calendar years prior to the year in which Executive’s Separation from Service occurs, Executive was not eligible to (a) participate in the Incentive Compensation Plan or (b) receive a payment pursuant to the Incentive Compensation Plan based on Executive’s pay grade level in effect at the time of Executive’s Separation from Service, then Executive’s target payment under the Incentive Compensation Plan for the year of Executive’s Separation from Service will be used to calculate the amount to which Executive is entitled pursuant to this paragraph (ii) in lieu of the average payment for the preceding three years. (iii) A single lump sum cash payment in an amount equal to a prorated portion (based on the number of calendar days that have elapsed during the calendar year prior to the date of Executive’s Separation from Service) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s Separation from Service not occurred) for the calendar year in which Executive’s Separation from Service occurs. The payment due pursuant to this paragraph (iii) will be based on Executive’s target payment under the Incentive Compensation Plan for the year in which Executive’s Separation from Service occurs. (iv) A single lump sum cash payment in the amount of the payment, if any, to which Executive is entitled under the Incentive Compensation Plan (based on Executive’s actual performance) for the year prior to the year in which the Executive’s Separation from Service occurs, to the extent Executive has not yet received such payment from Company. (v) The continuation of any health, life, disability or other insurance benefits that Executive was receiving as of Executive’s last day of active employment for a period expiring on the earlier of (a) [24 for CEO] [18 for Pres or ▇▇▇] [▇▇ for VP] months following Executive’s Separation from Service or, if Executive’s Separation from Service occurs within six months prior to the occurrence of a Change in Control, for the [24 for CEO] [18 for Pres or ▇▇▇] [▇▇ for VP] months following the date on which the Change in Control occurs or (b) the day on which Executive becomes eligible to receive any substantially similar benefits, on a benefit-by-benefit basis, under any plan or program of any successor employer. The continuation of any health, life, disability or other insurance benefits shall run concurrently with Executive’s COBRA continuation coverage for health benefits. Company will satisfy the obligation to provide the health insurance benefits pursuant to this paragraph (v) by either paying for or reimbursing Executive for the employer’s portion of the COBRA premium (and within one (1) year Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such Change coverage in Control, a manner to minimize the cost). In the event Executive’s employment is terminated under right to Company’s continued payment for the circumstances described in Sections 4(a) through 4(f) aboveemployer’s portion of health insurance benefits extends beyond the applicable COBRA coverage period, Company will satisfy the obligation to provide the health insurance benefits by either paying for or reimbursing Executive shall be entitled for the employer’s portion of premiums for health insurance benefits that are comparable to those Executive receives during the following: (I) if such termination is a termination by COBRA continuation period. Company also will reimburse Executive for the Company without Cause pursuant to Section 4(a) or employer’s portion of the Executive resigns cost of comparable coverage for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, all other insurance benefits that are not subject to the provisions COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the employer’s portion of Section 19the premiums for such benefits upon Executive’s submission of an invoice or other acceptable proof of payment. For purposes of this Agreement, (A) the “employer’s portion” is an amount equal to twenty-four (24) months the cost of the ExecutiveCompany’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including corresponding coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility applicable benefit for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to at Executive’s level at the date time of termination or resignationExecutive’s Separation from Service. Notwithstanding the foregoing, if Executive has elected a health care option pursuant to which Company has agreed to make contributions to Executive’s Health Savings Account, then Company will pay to Executive a single lump sum cash payment in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled an amount equal to the compensation and benefits contributions that Company would have made to Executive’s Health Savings Account during the [12 for which the VP] [18 for Pres or ▇▇▇] [▇▇ for CEO] month benefit continuation period described above had Executive is eligible under such sectionsnot incurred a Separation from Service.

Change in Control Severance Benefits. If there is ​ In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits instead of the Severance Benefits set forth in Section 9.2 above: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of twelve (12) months, less applicable withholdings and deductions, paid on the Company without Cause pursuant to Section 4(a) or 60th day following the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four 1.0 times (241.0x) months of the Executive’s Base Salary at the rate in effect then current annual Target Bonus paid on the date of termination or resignation, payable 60th day following the Change in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, ​ the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen twelve (1812) month months following a Change in Control Termination (such period following the date of termination or resignation, subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive and Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those coverage for which Executive and Executive’s eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive or upon Executive no longer being eligible for COBRA during the CIC COBRA Payment Period; and (c) the Company’s obligation to pay such premiums shall be contingent on Executive’s timely election of continued group health insurance coverage under COBRA. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy the Company’s obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the CIC COBRA Payment Period, the Special Severance Payment. To receive the payments in Section 9.3(a), Executive’s termination or resignation must constitute a Separation from Service (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Executive’s ability to receive benefits pursuant to Section 9.3(a) is further conditioned upon Executive: returning all Company property; complying with Executive’s post-termination obligations under this Agreement and the Employee Proprietary Information Agreement, and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. In addition, notwithstanding anything contained in Executive’s award agreements to the contrary, upon a Change in Control Termination Executive shall receive accelerated vesting of all then unvested shares of the Company’s group health plan Common Stock subject to violate outstanding stock options, restricted stock units and any applicable nondiscrimination ruleother equity incentive awards that Executive then may have, if any, provided, however, that unvested shares subject to Executive’s outstanding stock options shall only accelerate if Executive executes the parties agree Release within the timeframe provided by the Company and Executive’s stock options shall remain outstanding following the date of Executive’s Change in Control Termination if and to negotiate in good faith a mutually agreeable alternative arrangement; and (IIthe extent necessary to give effect to this Section 9.3(c) if such subject to earlier termination is a termination or resignation under the circumstances described in Sections 4(cterms of the equity plan under which such stock options were granted and the original maximum term of the award (without regard to Executive’s termination), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.. ​

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon compliance with Section 5.5 above, Executive shall be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to twelve (12) months of the Executive’s annual base salary payments then in effect; and (ii) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a Separation from Service and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior to the 60th day following Executive’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignation, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Executive’s stock options and/or equity awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there Executive is entitled to receive Change in Control Severance Benefits pursuant to Section 2(a), the Change in Control Severance Benefits provided to Executive pursuant to the terms of this Agreement will consist of the following: (i) A single lump sum cash payment in an amount equal to one and one-half times the greater of (a) Executive’s annualized base salary as of the date of Executive’s Separation from Service or (b) Executive’s annualized base salary in effect immediately prior to any material diminution in Executive’s base salary following the execution of this Agreement. (ii) A single lump sum cash payment in an amount equal to one and one-half times the average payment to which Executive was entitled pursuant to the UniSource Energy Corporation Performance Enhancement Plan or any successor plan (the “Incentive Compensation Plan”) for the three calendar years immediately preceding the calendar year in which Executive’s Separation from Service occurs. If, during each of the three calendar years prior to the year in which Executive’s Separation from Service occurs, Executive was not eligible to (a) participate in the Incentive Compensation Plan or (b) receive a payment pursuant to the Incentive Compensation Plan based on Executive’s pay grade level in effect at the time of Executive’s Separation from Service, then Executive’s target payment under the Incentive Compensation Plan for the year of Executive’s Separation from Service will be used to calculate the amount to which Executive is entitled pursuant to this paragraph (ii) in lieu of the average payment for the preceding three years. (iii) A single lump sum cash payment in an amount equal to a prorated portion (based on the number of calendar days that have elapsed during the calendar year prior to the date of Executive’s Separation from Service) of the payment to which Executive would be entitled under the Incentive Compensation Plan (had Executive’s Separation from Service not occurred) for the calendar year in which Executive’s Separation from Service occurs. The payment due pursuant to this paragraph (iii) will be based on Executive’s target payment under the Incentive Compensation Plan for the year in which Executive’s Separation from Service occurs. (iv) A single lump sum cash payment in the amount of the payment, if any, to which Executive is entitled under the Incentive Compensation Plan (based on Executive’s actual performance) for the year prior to the year in which the Executive’s Separation from Service occurs, to the extent Executive has not yet received such payment from Company. (v) The continuation of any health, life, disability or other insurance benefits that Executive was receiving as of Executive’s last day of active employment for a period expiring on the earlier of (a) 18 months following Executive’s Separation from Service or, if Executive’s Separation from Service occurs within six months prior to the occurrence of a Change in Control, for the 18 months following the date on which the Change in Control occurs or (b) the day on which Executive becomes eligible to receive any substantially similar benefits, on a benefit-by-benefit basis, under any plan or program of any successor employer. The continuation of any health, life, disability or other insurance benefits shall run concurrently with Executive’s COBRA continuation coverage for health benefits. Company will satisfy the obligation to provide the health insurance benefits pursuant to this paragraph (v) by either paying for or reimbursing Executive for the employer’s portion of the COBRA premium (and within one (1) year Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such Change coverage in Control, a manner to minimize the cost). In the event Executive’s employment is terminated under right to Company’s continued payment for the circumstances described in Sections 4(a) through 4(f) aboveemployer’s portion of health insurance benefits extends beyond the applicable COBRA coverage period, Company will satisfy the obligation to provide the health insurance benefits by either paying for or reimbursing Executive shall be entitled for the employer’s portion of premiums for health insurance benefits that are comparable to those Executive receives during the following: (I) if such termination is a termination by COBRA continuation period. Company also will reimburse Executive for the Company without Cause pursuant to Section 4(a) or employer’s portion of the Executive resigns cost of comparable coverage for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, all other insurance benefits that are not subject to the provisions COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the employer’s portion of Section 19the premiums for such benefits upon Executive’s submission of an invoice or other acceptable proof of payment. For purposes of this Agreement, (A) the “employer’s portion” is an amount equal to twenty-four (24) months the cost of the ExecutiveCompany’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including corresponding coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility applicable benefit for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to at Executive’s level at the date time of termination or resignationExecutive’s Separation from Service. Notwithstanding the foregoing, if Executive has elected a health care option pursuant to which Company has agreed to make contributions to Executive’s Health Savings Account, then Company will pay to Executive a single lump sum cash payment in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled an amount equal to the compensation and benefits for which contributions that Company would have made to Executive’s Health Savings Account during the 18-month benefit continuation period described above had Executive is eligible under such sectionsnot incurred a Separation from Service.

Change in Control Severance Benefits. If there is These provisions will apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 2 months before or 12 months after a Change in Control, . These provisions will terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control. If within one (1) year of such 2 months before or within 12 months after a Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to as provided in Section 4(a3(d) or the Executive resigns terminates employment for Good Reason pursuant to as provided in Section 4(b3(e), the Company shall pay the Executive the Accrued Obligations and, in additionthen, subject to the provisions signing of Section 19, the Release by the Executive and the expiration of the seven-day revocation period for the Release, (Ai) the Company will pay the Executive an amount equal to twenty-four (24) months 150% of the sum of Executive’s then-current Base Salary at and then-current target Annual Bonus (the rate in effect on the date of termination or resignation, payable “CIC Payment”). The CIC Payment will be paid in a single lump sum within sixty 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Payment will be paid in the second calendar year; and (60ii) calendar days of the date of termination or resignation; and (B) provided if the Executive timely elects continuation coverage under COBRA, was participating in the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the ExecutiveCompany’s group health insurance, including coverage for the Executive’s dependents, that the Company paid plan immediately prior to the date Date of termination or resignationTermination, during then the eighteen Company will, in its sole discretion, either (18x) month period following the date of termination or resignation, subject continue to provide health coverage to the Executive’s continued eligibility for COBRA coverage. The Company will Executive or (y) pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date Executive a lump sum cash payment (at the same time as the Severance Amount) equal to the amount of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, monthly employer contributions that the Executive was required Company would have made to pay as an active employee immediately prior provide health insurance to the date Executive if the Executive had remained employed by the Company, in either case ((x) or (y)), for a period of termination or resignation18 months. Notwithstanding the foregoing, in the event the Company elects to continue to provide health coverage to the Executive (in lieu of a cash payment), then the Company may discontinue such coverage in the event that under applicable guidance the reimbursement Executive obtains comparable health coverage prior to the end of COBRA premiums causes the Company’s group health plan period specified above; and (iii) notwithstanding anything to violate the contrary in any applicable nondiscrimination ruleoption agreement, restricted stock unit agreement, or other stock-based award agreement, 100% of the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; then outstanding stock options, restricted stock units, and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), other stock-based awards held by the Executive shall will be entitled to fully accelerated and vested as of the compensation and benefits for which the Executive is eligible under such sectionsDate of Termination.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason on or within eighteen (18) months following the effective date of a Change in ControlControl (“Change in Control Termination”), Executive will be entitled to the Accrued Obligations, and within upon executing and allowing to become effective the Release, Executive will be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to twelve (12) months of Executive’s Base Salary then in effect (the “Lump Sum Severance”); (ii) a lump-sum cash payment in an amount equal to one (1) times Executive’s Target Bonus for the year in which Executive’s employment terminates (the “Bonus Severance”)1; (iii) if Executive is participating in the Company’s group health plans as of a Change in Control Termination, and if Executive timely elects continued coverage under COBRA or, if applicable, state continuation coverage laws, the Company will pay the premiums necessary to continue Executive and Executive’s covered dependents’ health insurance coverage in effect on the Change in Control Termination date until the earliest of: (A) twelve (12) months following a Change in Control Termination; (B) the date when Executive becomes eligible for health insurance coverage in connection with new employment or self-employment; or (C) the date Executive ceases to be eligible for continuation coverage for any reason, including plan termination, provided, however, if at any time the Company determines that its payment of continuation coverage premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying premiums pursuant to this Section, the Company will pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the premium it would have paid for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period; and (iv) effective as of the later of Executive's Change in Control Termination date or the effective date of the Change in Control, the Executive’s employment is terminated under vesting and exercisability of all outstanding stock options and other stock awards covering the circumstances described in Sections 4(a) through 4(f) above, the Company's Common Stock that are held by Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions as of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the Change in Control Termination date, to the extent such awards are subject to time-based vesting requirements, will be accelerated (and lapse, in the case of reacquisition or repurchase rights) in full. Executive's stock options and stock awards will remain outstanding following Executive's Change in Control Termination date if and to the extent necessary to give effect to this Section 6.3(a)(iv) subject to earlier termination under the terms of the equity plan and award agreements under which such awards were granted and the original maximum term of the award (without regard to Executive's termination). (b) To receive the payments and benefits under (a) above, Executive’s termination or resignationresignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within the time period provided by the Company, during the eighteen (18) month period which shall be no later than 60 days following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive Lump Sum Severance and Bonus Severance will continue be paid, subject to be required to pay that portion of deductions and withholdings, by the premium for the 60th day following Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation, provided Executive has timely delivered the effective Release. Notwithstanding For the foregoingavoidance of doubt, in the event that of a Change in Control Termination, Executive only will be eligible to receive the severance benefits under applicable guidance this Section 6.3 and not those severance benefits under Section 6.1. (c) For purposes of this Agreement, “Change in Control” will have the reimbursement of COBRA premiums causes meaning ascribed to such term in the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections2018 Equity Incentive Plan.

Change in Control Severance Benefits. If there is In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (a “Change in Control Termination”), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) 1.5 times Executive’s annual base salary then in effect, plus (B) 1.5 times the greater of (1) Executive’s annualized target bonus award for the year in which Executive’s employment terminates or (2) the Annual Bonus amount paid to Executive in the immediately preceding year; (ii) payment of any accrued but unused vacation and sick leave; (iii) payment of Executive’s target bonus award for the year in which Executive’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; and (v) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Executive for a period of nine (9) months following a Change in Control Termination, up to maximum of $11,250 in aggregate; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. In addition, notwithstanding anything contained in Executive’s stock option or restricted stock grant agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or restricted stock, as applicable, or substitutes similar stock options or stock awards for Executive’s stock options and/or restricted stock, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or restricted stock (or substitute stock options or stock awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the term and the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II]I) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

Change in Control Severance Benefits. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-twenty- four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

Change in Control Severance Benefits. If there is a Change in Control, and In the event that the Company terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) year month prior to or thirteen (13) months following the effective date of such a Change in ControlControl (as defined below), ("Change in Control Termination"), and upon the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) aboveexecution of a Release (Exhibit B), the Executive shall be entitled to receive the followingfollowing Change in Control Severance Benefits: (Ii) if such termination is continuation of Executive's base salary, then in effect, for a termination by period of two (2) years following the Termination Date, paid on the same basis and at the same time as previously paid; (ii) payment of any accrued but unused vacation and sick leave; (iii) the Company shall reimburse Executive, on a grossed-up basis, for the after-tax payment of the premiums of Executive's supplemental disability plan and supplemental life insurance plan for a period of 24 months following a Termination without Just Cause pursuant or for reasons other than Change in Control; (iv) a bonus in the amount equal to Section 4(athe bonus amount paid in the year immediately preceding the Change in Control; and (v) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions premiums of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s 's group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s 's eligible dependents, that the Company paid immediately prior to the date for a maximum period of termination or resignation, during the eighteen (18) month period months following a Change in Control Termination; provided, however, that (a) the date of termination or resignation, subject to the Company shall pay premiums for Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for 's eligible dependents only for coverage for which those eligible dependents who were enrolled immediately prior to the Change in Control Termination and (b) the Company's obligation to pay such premiums shall cease immediately upon Executive's eligibility for comparable group health insurance provided by a new employer of Executive. If Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week he may elect, upon written notification to the Company, to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the company of such written notice. Executive agrees that the Company's payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No premium payments will be made following the effective date of termination or resignationExecutive's coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the Executive’s health coverageperiod that Executive is entitled to coverage under federal COBRA law, including coverage for the Executive’s eligible dependentsif any, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to maintain such coverage at Executive's own expense. In addition, in the compensation event the Company terminates Executive's employment without Just Cause or that Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, the vesting of Executive's then outstanding stock options shall be accelerated in full, and benefits for the time during which such options may be exercised shall be extended to 24 months following the Executive is eligible under date of such sectionsChange in Control.

Change in Control Severance Benefits. In the event that the Company terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, ("CHANGE IN CONTROL TERMINATION"), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) continuation of Executive's base salary, then in effect, for a period of one (1) year following the Termination Date, paid on the same basis and at the same time as previously paid; (ii) payment of any accrued but unused vacation and sick leave; (iii) a bonus in the amount equal to the bonus amount paid in the year immediately preceding the Change in Control or 50% of the maximum bonus eligibility if the Executive was not employed by the Company during the prior year bonus period; and (iv) the Company shall pay the premiums of Executive's group health insurance COBRA continuation coverage, including coverage for Executive's eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; provided, however, that (a) the Company shall pay premiums for Executive's eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company's obligation to pay such premiums shall cease immediately upon Executive's eligibility for comparable group health insurance provided by a new employer of Executive. If there Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week, he may request, upon written notification to the Company, to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the company of such written notice. Executive agrees that the Company's payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive's coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive's own expense. In addition, notwithstanding anything contained in Executive's stock option agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, and within one any surviving corporation or acquiring corporation assumes Executive's stock options or substitutes similar options for Executive's stock options in accordance with the terms of the 2000 Plan and/or the 2002 Plan, as applicable, then the vesting of Executive's stock options (1or any substitute options) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled accelerated in full and the term and the period during which such options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive's termination of employment; provided, that, in no event shall such options be exercisable after the expiration date of such options as set forth in the grant notice and/or agreement evidencing such options. Alternatively, in connection with any Change of Control, if any surviving corporation or resignation, payable acquiring corporation does not assume Executive's stock options or substitute similar options for Executive's stock options in a lump sum within sixty (60) calendar days accordance with the terms of the date 2000 Plan and/or the 2002 Plan, as applicable, then the vesting of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive 's stock options shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsaccelerated in full.

Change in Control Severance Benefits. If there is In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (a “Change in Control Termination”), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) 1.5 times Executive’s annual base salary then in effect, plus (B) 1.5 times the greater of (1) Executive’s annualized target bonus award for the year in which Executive’s employment terminates or (2) the Annual Bonus amount paid to Executive in the immediately preceding year; (ii) payment of any accrued but unused vacation and sick leave; (iii) payment of Executive’s target bonus award for the year in which Executive’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums (both employer and employee’s portion) of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; and (v) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Executive for a period of nine (9) months following a Change in Control Termination, up to maximum of $11,250 in aggregate; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. In addition, notwithstanding anything contained in Executive’s stock option and/or other stock award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or other stock awards, as applicable, or substitutes similar stock options or stock awards for Executive’s stock options and/or other stock awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or other stock awards (or any substitute stock options or stock awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the term and the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is a Change in Control(a) If, and within one (1) year of such following a Change in Control, the Employer terminates Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns employment with the Employer for Good Reason pursuant (the date of such termination being referred to Section 4(bas the “Termination Date”), the Company Employer shall pay the or provide (or cause to be paid or provided) to Executive the Accrued Obligations andfollowing: (i) all unpaid compensation (other than bonuses) that has accrued through the Termination Date, which shall be paid in additiona single lump-sum cash payment no later than thirty (30) days following the Termination Date; (ii) any unused vacation/paid time-off that has accrued through the Termination Date, subject computed on a daily basis, which shall be paid in a single lump-sum cash payment no later than thirty (30) days following the Termination Date or such earlier date as required by law; (iii) any benefits to which Executive may be entitled pursuant to the provisions Employer’s benefit plans, payable as provided therein; (iv) any unpaid cash bonus payments earned and payable with respect to any bonus period ending prior to the Termination Date, which shall be payable at the time that such payment would normally be made under the applicable bonus plan or arrangement; (v) severance compensation (“Severance”) in a total amount equal to twelve (12) months of Section 19base salary and annual bonus (at Executive’s then-current base salary rate and targeted annual bonus for the year of termination (disregarding any reduction constituting Good Reason)), (A) plus an amount equal to twenty-four twelve (2412) months multiplied by the Employer’s monthly COBRA premium in effect as of the Executive’s Base Salary at Termination Date for the rate level of coverage in effect on for Executive under the date of termination or resignationEmployer’s group health plan, payable which total amount shall be paid in a lump sum within sixty sixty-five (6065) calendar days of after the date of termination such termination, provided that within such sixty-five (65) day period the Release described in this Section becomes effective and irrevocable; and, provided further, that if such sixty-five (65) day period begins in one calendar year and ends in the next calendar year, such lump sum shall be paid on the first payroll date of the Employer in such next calendar year in compliance with Code Section 409A; (vi) full vesting of any unvested portion of the outstanding options or resignationother equity-based awards in the Employer or its affiliates in accordance with the terms of the applicable award agreement; and (vii) for such period as may be necessary to ensure that Executive is indemnified for Executive’s acts (or failures to act) while employed by or in the service of the Employer, indemnification to the fullest extent permitted by applicable law, and coverage by the policies of directors and officers liability insurance covering directors and officers of the Employer (including any tail policy obtained in connection with the Change in Control transaction), in accordance with their terms. (b) Executive shall not receive the Severance payments and accelerated vesting under subsections (a)(v) and (vi) above unless (i) prior thereto, Executive executes and does not revoke a general and full release of all employment-related claims that Executive has or may have against the Employer and its subsidiaries or affiliates (except applicable entitlement to benefits specified under this Section 1), in such form as shall be satisfactory to the Employer, in the Employer’s sole discretion; and (Bii) provided Executive complies with all of his or her obligations under this Agreement and any other written agreement between Executive and the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsEmployer.

Change in Control Severance Benefits. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.. ​

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) Executive’s annual base salary then in effect, plus (B) the greater of (1) Executive’s annualized target bonus award for the year in which Executive’s employment terminates or (2) the Annual Bonus amount paid to Executive in the immediately preceding year; (ii) payment of any accrued but unused vacation and sick leave; (iii) payment of Executive’s target bonus award for the year in which Executive’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; and (v) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Executive for a period of six (6) months following a Change in Control Termination, up to maximum of $7,500 in aggregate; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. In addition, notwithstanding anything contained in Executive’s stock option or restricted stock grant agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or restricted stock, as applicable, or substitutes similar stock options or stock awards for Executive’s stock options and/or restricted stock, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or restricted stock (or any substitute stock options or stock awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the term and the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is a Change in Control, and within one (1a) year of such Change in ControlSubject to Section 3.4, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Participating Company shall pay the Executive Change in Control Severance Benefits, as described in Section 4.1(b), if the Accrued Obligations and, Executive receives or delivers a Notice of Termination of a Qualifying Termination of the Executive’s employment pursuant to Section 3.1(a) or 3.1(b). (b) The Change in addition, subject Control Severance Benefits to be provided to the provisions Executive pursuant to Section 4.1(a) shall be the following: (i) An amount equal to the Executive’s unpaid Base Salary, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the date of Section 19the Qualifying Termination shall be paid in cash to the Executive in a single lump sum on the Payment Date. Such payment shall constitute full satisfaction for these amounts owed to the Executive. (ii) An amount equal to the unpaid, accrued vacation pay owed to the Executive through and including the date of the Qualifying Termination shall be made in cash to the Executive in a single lump sum on the Payment Date. Such payment shall constitute full satisfaction for these amounts owed to the Executive and in no event shall the Executive accrue additional vacation time after the date of the Executive’s Qualifying Termination. (iii) Any amount payable to the Executive under the annual bonus plan then in effect in respect of the most recently completed fiscal year, to the extent not theretofore paid, shall be paid in cash to the Executive in a single lump sum at the applicable time provided in the annual bonus plan then in effect. Such payment shall constitute full satisfaction for this amount owed to the Executive. (iv) An amount equal to: (A) an three (3) for Tier I Executives, (B) two (2) for Tier II Executives or (C) one and one-half (1 1⁄2) for Tier III Executives times the sum of: (1) the Executive’s annual rate of Base Salary in effect upon the date of the Qualifying Termination or, if greater, by the Executive’s annual rate of Base Salary in effect immediately prior to the occurrence of the Change in Control plus (2) the Executive’s then current target bonus opportunity established under the annual bonus plan in effect for the bonus plan year in which the date of the Executive’s Qualifying Termination occurs or, if greater, the Executive’s target bonus opportunity in effect prior to the occurrence of the Change in Control. The Participating Company shall pay such amount in cash to the Executive in a single lump sum on the Payment Date. (v) An amount equal to twenty-four the annual bonus the Executive would have earned under the annual bonus plan for the plan year in which the Qualifying Termination occurs, determined based on the actual performance achieved under such annual bonus plan for such plan year and adjusted on a pro rata basis based on the number of months the Executive was actually employed during such plan year (24full credit is given for partial months of employment), shall be paid in cash to the Executive in a single lump sum at the applicable time provided in the annual bonus plan then in effect. Such payment shall constitute full satisfaction for this amount owed to the Executive. (vi) The Company shall provide, at the same cost structure as applicable to active employees, COBRA continuation coverage for the Executive (and the Executive’s eligible dependents) under the Company’s medical benefit plan for a period of up to six (6) months from the date of the Qualifying Termination (the “Subsidized COBRA Period”). The Subsidized COBRA Period will be included in the Executive’s COBRA continuation coverage period. If the Executive chooses to continue COBRA continuation coverage after the Subsidized COBRA Period, the Executive will be responsible for the entire premium payment for the remainder of the Executive’s COBRA continuation coverage period (in most cases an additional twelve (12) months). (vii) If the Executive actively participates in any of the Company’s voluntary, employee pay-all plans or programs on the date of the Executive’s Qualifying Termination, the Executive may continue to participate in such plan or program after the date of the Qualifying Termination if such continued participation is permitted by the third-party provider pursuant to the terms and conditions set forth therein. (c) Notwithstanding the foregoing, if the Qualifying Termination giving rise to the payment of Change in Control Severance Benefits under this Section 4.1 is due to a Change in Control Good Reason as defined in Section 2(j)(iii), then the Executive’s Base Salary at the rate and target bonus opportunity in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date occurrence of termination or resignation, during the eighteen (18) month period following the date such Change in Control Good Reason shall be used for purposes of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue calculating any amounts to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that paid based thereupon under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(cSection 4.1(b), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of 18 months, less applicable withholdings and deductions, paid within 60 days following the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four (24) months of the Executive’s Target Bonus award for the 18 month period immediately prior to Executive’s Change in Control Termination (seventy-five percent (75%) of Executive’s annual Base Salary at Salary), paid within 60 days following the rate Change in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) 18 month period following the date of termination or resignation, a Change in Control Termination (such period subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for coverage for which those eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the CIC COBRA Payment Period, the Special Severance Payment. (b) To receive the payments in Section 9.3(a), Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Executive’s ability to receive benefits pursuant to Section 9.3(a) is further conditioned upon her: returning all Company property; complying with her post-termination obligations under this Agreement and the Compliance Agreement, and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (c) In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, upon a Change in Control Termination, Executive shall receive accelerated vesting of all then unvested shares of the Company’s group health plan Common Stock that she then may have, if any. (d) As used in this Agreement, a “Change in Control” is defined as the first to violate occur of the following: (a) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the assets of the Company (other than the transfer of the Company’s assets to a majority-owned subsidiary corporation); (b) a merger or consolidation in which the Company is not the surviving corporation (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction); (c) a reverse merger in which the Company is the surviving corporation but the shares of the Company’s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the Company); or (d) any applicable nondiscrimination ruletransaction or series of related transactions in which in excess of 50% of the Company’s voting power is transferred. Notwithstanding the foregoing, to the parties agree to negotiate extent that the Company determines that any of the payments or benefits under this Agreement that are payable in good faith connection with a mutually agreeable alternative arrangement; and Change in Control constitute deferred compensation under Section 409A that may only be paid on a qualifying transaction (II) if such termination is a termination or resignation that is, they are not “exempt” under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f409A), the Executive foregoing definition of Change in Control shall be entitled apply only to the compensation and benefits extent the transaction also meets the definition used for which the Executive is eligible purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under such sectionsTreasury Regulation Section 1.409A-3(i)(5).

Change in Control Severance Benefits. If there is a Change in Control(a) In the event of Executive’s Qualifying Termination, subject to Section 1(b) hereof, and subject to Executive executing a general release of claims in a form satisfactory to the Company and the Bank (the “Release”), and such release becoming effective within fifty-three (53) days following Executive’s termination of employment, Executive shall be entitled to receive (the “Severance Benefits”): (i) a lump sum payment equal to one times Executive’s then current annual base salary, payable within sixty (60) days following Executive’s termination of employment; and (ii) for a period of eighteen (18) months following Executive’s termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, continuation of health care insurance under the same terms and conditions Executive received coverage prior to his termination of employment; and (iii) for a period of eighteen (18) months following Executive’s termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, continuation of Executive’s long term disability coverage to the extent Executive remains eligible under the Company’s or the Bank’s long term disability plan; provided, in the event of a termination of employment and Executive becomes employed within eighteen (18) months following his termination of employment without his new employer offering substantially similar long term disability coverage and Executive would be eligible for the Company’s or the Bank’s long term disability coverage but for not being an employee of the Company or the Bank, the Bank shall pay Executive a dollar amount equal to the cost to Executive of obtaining such benefits in effect with respect to Executive during the one (1) year prior to his termination of such Change in Controlemployment (or substantially similar benefits) for the remainder of the one year period, not to exceed 125% of the Executive’s employment is terminated cost to the Company or the Bank of providing long term disability coverage under the circumstances described in Sections 4(a) through 4(f) aboveits group long term policy, the Executive which payment shall be entitled made to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty ten (6010) calendar days following such commencement with a new employer. If the Company or the Bank cannot provide the benefits under Section 1(a)(ii) or 1(a)(iii) under the terms of the plans or contracts, the Bank shall pay to Executive, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits), not to exceed 125% of the cost to the Company or the Bank of obtaining such benefits (or substantially similar benefits). Such payment shall be made to Executive in a lump sum within ten (10) days following the effective date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRARelease, the Company shall also payor, on the Executive’s behalfif later, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, it being determined that the Company paid immediately prior or the Bank cannot provide the benefits under the applicable plans or contracts. (b) Notwithstanding anything to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoingcontrary herein, in the event that the Severance Benefits, when added to all other amounts or benefits provided to or on behalf of Executive, would result in the imposition of an excise tax under applicable guidance Section 4999 of the reimbursement Internal Revenue Code of COBRA premiums causes 1986, as amended (the “Code”) or if any portion is determined to be non-deductible pursuant to Section 280G of the Code, such payments shall be reduced (retroactively, if necessary) to the extent necessary to avoid such excise tax imposition and such loss of deductibility. If such amounts have already been paid to Executive, upon written notice to Executive, together with calculations of the Company’s group health plan or the Bank’s independent auditors, Executive shall remit to violate any applicable nondiscrimination rulethe Company or the Bank the amount of the reduction, plus such interest, as may be necessary to avoid the imposition of such excise tax and such loss of deductibility. (c) The intent of the parties agree is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”), to negotiate the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in good faith compliance therewith. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a mutually agreeable alternative arrangementseparate and distinct payment for purposes of Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A: (i) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Executive and the Company or the Bank during the six (6) month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six (6) months following Executive’s separation from service (or, if earlier, Executive’s date of death); and (IIii) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall not be entitled considered to have terminated employment with the compensation and benefits Company or the Bank for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from the Executive is eligible under such sections.Company or the Bank within the meaning of Section 409A.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of 12 months, less applicable withholdings and deductions, paid within 60 days following the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four (24) months of the Executive’s Target Bonus award for the 12 month period immediately prior to Executive’s Change in Control Termination (thirty-five percent (35%) of Executive’s annual Base Salary at Salary), paid within 60 days following the rate Change in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) 12 month period following the date of termination or resignation, a Change in Control Termination (such period subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for coverage for which those eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the CIC COBRA Payment Period, the Special Severance Payment. (b) To receive the payments in Section 9.3(a), Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Executive’s ability to receive benefits pursuant to Section 9.3(a) is further conditioned upon her: returning all Company property; complying with her post-termination obligations under this Agreement and the Compliance Agreement, and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (c) In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, upon a Change in Control Termination, Executive shall receive accelerated vesting of all then unvested shares of the Company’s group health plan Common Stock that she then may have, if any. (d) As used in this Agreement, a “Change in Control” is defined as the first to violate occur of the following: (a) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the assets of the Company (other than the transfer of the Company’s assets to a majority-owned subsidiary corporation); (b) a merger or consolidation in which the Company is not the surviving corporation (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction); (c) a reverse merger in which the Company is the surviving corporation but the shares of the Company’s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the Company); or (d) any applicable nondiscrimination ruletransaction or series of related transactions in which in excess of 50% of the Company’s voting power is transferred. Notwithstanding the foregoing, to the parties agree to negotiate extent that the Company determines that any of the payments or benefits under this Agreement that are payable in good faith connection with a mutually agreeable alternative arrangement; and Change in Control constitute deferred compensation under Section 409A that may only be paid on a qualifying transaction (II) if such termination is a termination or resignation that is, they are not “exempt” under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f409A), the Executive foregoing definition of Change in Control shall be entitled apply only to the compensation and benefits extent the transaction also meets the definition used for which the Executive is eligible purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under such sectionsTreasury Regulation Section 1.409A-3(i)(5).

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) 1.5 times Executive’s annual base salary then in effect, plus (B) 1.5 times the greater of (1) Executive’s annualized target bonus award for the year in which Executive’s employment terminates or (2) the Annual Bonus amount paid to Executive in the immediately preceding year; (ii) payment of any accrued but unused vacation and sick leave; (iii) payment of Executive’s target bonus award for the year in which Executive’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; and (v) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Executive for a period of nine (9) months following a Change in Control Termination, up to maximum of $11,250 in aggregate; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. In addition, notwithstanding anything contained in Executive’s stock option and/or other stock award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or other stock awards, as applicable, or substitutes similar stock options or stock awards for Executive’s stock options and/or other stock awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or other stock awards (or any substitute stock options or stock awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the term and the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason on or within eighteen (18) months following the effective date of a Change in ControlControl (“Change in Control Termination”), Executive will be entitled to the Accrued Obligations, and within upon executing and allowing to become effective the Release, Executive will be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to eighteen (18) months of Executive’s Base Salary then in effect (the “Lump Sum Severance”); (ii) a lump-sum cash payment in an amount equal to one and one half (11.5) times Executive’s Target Bonus for the year in which Executive’s employment terminates (the “Bonus Severance”); (iii) if Executive is participating in the Company’s group health plans as of a Change in Control Termination, and if Executive timely elects continued coverage under COBRA or, if applicable, state continuation coverage laws, the Company will pay the premiums necessary to continue Executive and Executive’s covered dependents’ health insurance coverage in effect on the Change in Control Termination date until the earliest of: (A) eighteen (18) months following a Change in Control Termination; (B) the date when Executive becomes eligible for health insurance coverage in connection with new employment or self-employment; or (C) the date Executive ceases to be eligible for continuation coverage for any reason, including plan termination, provided, however, if at any time the Company determines that its payment of continuation coverage premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying premiums pursuant to this Section, the Company will pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the premium it would have paid for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period; and (iv) effective as of the later of Executive’s Change in Control Termination date or the effective date of the Change in Control, the Executivevesting and exercisability of all outstanding stock options and other stock awards covering the Company’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Common Stock that are held by Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions as of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the Change in Control Termination date, to the extent such awards are subject to time-based vesting requirements, will be accelerated (and lapse, in the case of reacquisition or repurchase rights) in full. Executive’s stock options and stock awards will remain outstanding following Executive’s Change in Control Termination date if and to the extent necessary to give effect to this Section 6.3(a)(iv) subject to earlier termination under the terms of the equity plan and award agreements under which such awards were granted and the original maximum term of the award (without regard to Executive’s termination). (b) To receive the payments and benefits under (a) above, Executive’s termination or resignationresignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within the time period provided by the Company, during the eighteen (18) month period which shall be no later than 60 days following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive Lump Sum Severance and Bonus Severance will continue be paid, subject to be required to pay that portion of deductions and withholdings, by the premium for the 60th day following Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation, provided Executive has timely delivered the effective Release. Notwithstanding For the foregoingavoidance of doubt, in the event that of a Change in Control Termination, Executive only will be eligible to receive the severance benefits under applicable guidance this Section 6.3 and not those severance benefits under Section 6.1. (c) For purposes of this Agreement, “Change in Control” will have the reimbursement of COBRA premiums causes meaning ascribed to such term in the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections2018 Equity Incentive Plan.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon compliance with Section 5.5 above, Executive shall be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to eighteen (18) months of the Executive’s annual base salary payments then in effect; and (ii) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a Separation from Service and Executive must execute and allow the Release to become effective within 60 days of the effective date of the Change in Control or Executive’s termination or resignation, whichever is later (the “Release Date”). Such payments shall not be paid prior to the Release Date, rather, subject to the aforementioned conditions, on the Release Date, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Executive’s stock options and/or equity awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon compliance with Section 5.5 above, Executive shall be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to eighteen (18) months of the Executive’s annual Full-Time Base Salary then in effect; and (ii) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a Separation from Service and Executive must execute and allow the Release to become effective within 60 days of the effective date of the Change in Control or Executive’s termination or resignation, whichever is later (the “Release Date”). Such payments shall not be paid prior to the Release Date, rather, subject to the aforementioned conditions, on the Release Date the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Executive’s stock options and/or equity awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Employee’s employment without Just Cause or Employee resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon the execution of a Release, Employee shall be entitled to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) Employee’s annual base salary then in effect, plus (B) the greater of (1) Employee’s annualized target bonus award for the year in which Employee’s employment terminates or (2) the Annual Bonus amount paid to Employee in the immediately preceding year; (ii) payment of any accrued but unused vacation and sick leave; (iii) payment of Employee’s target bonus award for the year in which Employee’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Employee’s group health insurance COBRA continuation coverage, including coverage for Employee’s eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; and (v) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Employee for a period of six (6) months following a Change in Control Termination, up to maximum of $7,500 in aggregate; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Employee’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Employee’s eligibility for comparable group health insurance provided by a new employer of Employee. Employee agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Employee’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Employee is entitled to coverage under federal COBRA law, if any, Employee shall be entitled to maintain such coverage at Employee’s own expense. In addition, notwithstanding anything contained in Employee’s stock option and/or other stock award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Employee’s employment without Just Cause or Employee resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one any surviving corporation or acquiring corporation assumes Employee’s stock options and/or other stock awards, as applicable, or substitutes similar stock options or stock awards for Employee’s stock options and/or other stock awards, as applicable, in accordance with the terms of the Company’s equity incentive plans, then (1i) year the vesting of such Change in Controlall of Employee’s stock options and/or other stock awards (or any substitute stock options or stock awards), the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) aboveas applicable, the Executive shall be entitled accelerated in full and (ii) the term and the period during which Employee’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Employee’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within twelve (12) months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits: (Ii) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, lump-sum cash payment in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s annual Base Salary at the rate then in effect on for a period of [—] months, less applicable withholdings and deductions, paid within 60 days following the Change in Control Termination; (ii) payment of Executive’s target bonus award for the year in which Executive’s employment terminates, prorated through the date of termination or resignationthe Change in Control Termination, payable paid within 60 days following the Change in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) [—] month period following the date of termination or resignation, a Change in Control Termination (such period subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for coverage for which those eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the CIC COBRA Payment Period, the Special Severance Payment. (b) To receive the payments in Section 9.3(a), Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Executive’s ability to receive benefits pursuant to Section 9.3(a) is further conditioned upon his: returning all Company property; complying with his post-termination obligations under this Agreement and the Compliance Agreement, and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (c) In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, upon a Change in Control Termination, Executive shall receive accelerated vesting of all then unvested shares of the Company’s group health plan Common Stock that he then may have, if any. (d) As used in this Agreement, a “Change in Control” is defined as the first to violate occur of the following: (a) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the assets of the Company (other than the transfer of the Company’s assets to a majority-owned subsidiary corporation); (b) a merger or consolidation in which the Company is not the surviving corporation (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction); (c) a reverse merger in which the Company is the surviving corporation but the shares of the Company’s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the Company); or (d) any applicable nondiscrimination ruletransaction or series of related transactions in which in excess of 50% of the Company’s voting power is transferred. Notwithstanding the foregoing, to the parties agree to negotiate extent that the Company determines that any of the payments or benefits under this Agreement that are payable in good faith connection with a mutually agreeable alternative arrangement; and Change in Control constitute deferred compensation under Section 409A that may only be paid on a qualifying transaction (II) if such termination is a termination or resignation that is, they are not “exempt” under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f409A), the Executive foregoing definition of Change in Control shall be entitled apply only to the compensation and benefits extent the transaction also meets the definition used for which the Executive is eligible purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under such sectionsTreasury Regulation Section 1.409A-3(i)(5).

Change in Control Severance Benefits. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s 's employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base 's Annual Salary at the rate in effect on the date of termination or resignationtermination, plus Annual Bonus for twenty four (24) months based upon the average of the prior two years of bonus payment payable in a lump sum within sixty (60) calendar days of the date of termination. This payment includes and is not in addition to all statutory payments under Mexican law such as the 3 month constitutional indemnity, tenure premium of 20 days per year of services, etc. and has been computed taking into consideration the Annual Bonus, the Sign On Option and the Options, if applicable. Upon termination under this Section 7(b), (i) the Sign on Options vested at the date of termination will be exercisable for a period of one year from the date of termination; (ii) the Options, to the extent unvested, shall immediately vest, (iii) all vested Stock Options shall remain exercisable until the earlier of (x) the date one hundred eighty (180) calendar days following termination of employment or resignation; and (y) the expiration of the original option term.and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s 's behalf, the portion of monthly premiums for the Executive’s 's group health insurance, including coverage for the Executive’s 's dependents, that the Company paid immediately prior to the date of termination ​ ​ or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s 's continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s 's health coverage, including coverage for the Executive’s 's eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s 's group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.. ​

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits instead of the Severance Benefits set forth in Section 9.2 above: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of eighteen (18) months, less applicable withholdings and deductions, paid on the Company without Cause pursuant to Section 4(a) or 60th day following the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four 1.5 times (241.5x) months of the Executive’s Base Salary at the rate in effect then current annual Target Bonus paid on the date of termination or resignation, payable 60th day following the Change in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month months following a Change in Control Termination (such period following the date of termination or resignation, subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive and Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those coverage for which Executive and Executive’s eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive or upon Executive no longer being eligible for COBRA during the CIC COBRA Payment Period; and (c) the Company’s obligation to pay such premiums shall be contingent on Executive’s timely election of continued group health insurance coverage under COBRA. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy the Company’s obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the CIC COBRA Payment Period, the Special Severance Payment. (b) To receive the payments in Section 9.3(a), Executive’s termination or resignation must constitute a Separation from Service (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Executive’s ability to receive benefits pursuant to Section 9.3(a) is further conditioned upon Executive: returning all Company property; complying with Executive’s post-termination obligations under this Agreement and the Employee Proprietary Information Agreement, and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (c) In addition, notwithstanding anything contained in Executive’s award agreements to the contrary, upon a Change in Control Termination Executive shall receive accelerated vesting of all then unvested shares of the Company’s group health plan Common Stock subject to violate outstanding stock options, restricted stock units and any applicable nondiscrimination ruleother equity incentive awards that Executive then may have, if any, provided, however, that unvested shares subject to Executive’s outstanding stock options shall only accelerate if Executive executes the parties agree Release within the timeframe provided by the Company and Executive’s stock options shall remain outstanding following the date of Executive’s Change in Control Termination if and to negotiate in good faith a mutually agreeable alternative arrangement; and (IIthe extent necessary to give effect to this Section 9.3(c) if such subject to earlier termination is a termination or resignation under the circumstances described terms of the equity plan under which such stock options were granted and the original maximum term of the award (without regard to Executive’s termination). (d) As used in Sections 4(cthis Agreement, a “Change in Control” is defined as the first to occur of the following: (a) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the assets of the Company (other than the transfer of the Company’s assets to a majority-owned subsidiary corporation); (b) a merger or consolidation in which the Company is not the surviving corporation (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, 4(dimmediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction); (c) a reverse merger in which the Company is the surviving corporation but the shares of the Company’s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, 4(ewhether in the form of securities, cash or otherwise (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the Company); or 4(f(d) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred. Notwithstanding the foregoing, to the extent that the Company determines that any of the payments or benefits under this Agreement that are payable in connection with a Change in Control constitute deferred compensation under Section 409A that may only be paid on a qualifying transaction (that is, they are not “exempt” under 409A), the Executive foregoing definition of Change in Control shall be entitled apply only to the compensation and benefits extent the transaction also meets the definition used for which the Executive is eligible purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under such sectionsTreasury Regulation Section 1.409A-3(i)(5).

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits instead of the Severance Benefits set forth in Section 9.2 above: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of twelve (12) months, less applicable withholdings and deductions, paid on the Company without Cause pursuant to Section 4(a) or 60th day following the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four (24) months of the Executive’s Base Salary at Target Bonus award for the rate 12 month period immediately prior to Executive’s Change in effect on the date of termination or resignationControl Termination, payable paid in a lump sum within sixty (60) calendar days of on the date of termination or resignation; 60th day following the Change in Control Termination and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen twelve (1812) month period following the date of termination or resignation, a Change in Control Termination (such period subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive and Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those coverage for which Executive and Executive’s eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive or upon Executive no longer being eligible for COBRA during the CIC COBRA Payment Period; and (c) the Company’s obligation to pay such premiums shall be contingent on Executive’s timely election of continued group health insurance coverage under COBRA. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the CIC COBRA Payment Period, the Special Severance Payment. (b) To receive the payments in Section 9.3(a), Executive’s termination or resignation must constitute a Separation from Service (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Executive’s ability to receive benefits pursuant to Section 9.3(a) is further conditioned upon him: returning all Company property; complying with his post-termination obligations under this Agreement and the Employee Proprietary Information Agreement, and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (c) In addition, notwithstanding anything contained in Executive’s stock option agreements to the contrary, upon a Change in Control Termination, and provided that Executive executes the Release within the timeframe provided by the Company, Executive shall receive accelerated vesting of all then unvested shares of the Company’s group health plan Common Stock subject to violate any applicable nondiscrimination ruleoutstanding stock options that he then may have, if any, provided, however, that Executive’s stock options shall remain outstanding following the parties agree date of Executive’s Change in Control Termination if and to negotiate in good faith a mutually agreeable alternative arrangement; and (IIthe extent necessary to give effect to this Section 9.3(c) if such subject to earlier termination is a termination or resignation under the circumstances described terms of the equity plan under which such awards were granted and the original maximum term of the award (without regard to Executive’s termination). For the avoidance of doubt, if Executive has been awarded Restricted Stock Units by the Company, Executive’s outstanding Restricted Stock Units that are unvested as of the date of a Change in Sections 4(cControl Termination shall not vest upon the Change in Control Termination, unless otherwise determined by the Board or the Compensation Committee of the Board or otherwise set forth in the grant notices or agreements governing the Restricted Stock Units. (d) As used in this Agreement, a “Change in Control” is defined as the first to occur of the following: (a) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the assets of the Company (other than the transfer of the Company’s assets to a majority-owned subsidiary corporation); (b) a merger or consolidation in which the Company is not the surviving corporation (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, 4(dimmediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction); (c) a reverse merger in which the Company is the surviving corporation but the shares of the Company’s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, 4(ewhether in the form of securities, cash or otherwise (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the Company); or 4(f(d) any transaction or series of related transactions in which in excess of 50% of the Company’s voting power is transferred. Notwithstanding the foregoing, to the extent that the Company determines that any of the payments or benefits under this Agreement that are payable in connection with a Change in Control constitute deferred compensation under Section 409A that may only be paid on a qualifying transaction (that is, they are not “exempt” under 409A), the Executive foregoing definition of Change in Control shall be entitled apply only to the compensation and benefits extent the transaction also meets the definition used for which the Executive is eligible purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under such sectionsTreasury Regulation Section 1.409A-3(i)(5).

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Employee’s employment without Cause or Employee resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon compliance with Section 10(e) above, Employee shall be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) 1.5 times Employee’s annual base salary then in effect, plus (B) 1.5 times the greater of (1) Employee’s annualized target bonus award for the year in which Employee’s employment terminates or (2) the Annual Bonus amount paid to Employee in the immediately preceding year; (ii) payment of any accrued but unused vacation time and sick leave; (iii) payment of Employee’s target bonus award for the year in which Employee’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Employee for a period of nine (9) months following a Change in Control Termination, up to maximum of $11,250 in aggregate; and (v) the Company (or any surviving or acquiring corporation) shall pay the premiums of Employee’s group health insurance COBRA continuation coverage, including coverage for Employee’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; provided, however, that (x) the Company (or any surviving or acquiring corporation) shall pay premiums for Employee’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination, (y) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Employee’s eligibility for comparable group health insurance provided by a new employer of Employee and (z) if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company (or any surviving or acquiring corporation) will instead pay Employee on the last day of each remaining month it would have paid the COBRA premiums, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings. Employee agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Employee’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Employee is entitled to coverage under federal COBRA law, if any, Employee shall be entitled to maintain such coverage at Employee’s own expense. To receive the payments under (i), (iii), (iv) and (v) above, Employee’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Employee must execute and allow the Release to become effective within 60 days of Employee’s termination or resignation. Such payments shall not be paid prior to the 60th day following Employee’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Employee’s termination or resignation, the Company will pay Employee such payments in a lump sum that Employee would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. In addition, notwithstanding anything contained in Employee’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Employee’s employment without Cause or Employee resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one any surviving corporation or acquiring corporation assumes Employee’s stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Employee’s stock options and/or equity awards, as applicable, in accordance with the terms of the Company’s equity incentive plans, then (1i) year the vesting of such Change in Controlall of Employee’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) aboveas applicable, the Executive shall be entitled accelerated in full and (ii) the term and the period during which Employee’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Employee’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control (“Change in Control Termination”), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) continuation of Executive’s base salary, then in effect, for a period of one (1) year following the Termination Date, paid on the same basis and at the same time as previously paid; (ii) payment of any accrued but unused vacation and sick leave; (iii) a bonus in the amount equal to the bonus amount paid to Executive in the year immediately preceding the Change in Control or 50% of the maximum bonus eligibility if the Executive was not employed by the Company during the prior year bonus period; and (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. If there Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week, he may request, upon written notification to the Company (or any surviving or acquiring corporation), to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the company of such written notice. Executive agrees that the Company’s (or any surviving or acquiring corporation) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. In addition, notwithstanding anything contained in Executive’s stock option agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options or substitutes similar options for Executive’s stock options in accordance with the circumstances described in Sections 4(aterms of the 2000 Plan and/or the Company’s 2002 Broad-Based Equity Incentive Plan (the “2002 Plan”), as applicable, then the vesting of all of Executive’s stock options (or any substitute options) through 4(f) above, the Executive shall be entitled accelerated in full and the term and the period during which such options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination of employment; provided, that, in no event shall such options be exercisable after the expiration date of such options as set forth in the grant notice and/or agreement evidencing such options. Alternatively, in connection with any Change of Control, if any surviving corporation or resignation, payable acquiring corporation does not assume Executive’s stock options or substitute similar options for Executive’s stock options in a lump sum within sixty (60) calendar days accordance with the terms of the date 2000 Plan and/or the 2002 Plan, as applicable, then the vesting of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the all of Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive stock options shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsaccelerated in full.

Change in Control Severance Benefits. In the event that the Company terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control (as defined below), ("Change in Control Termination"), and upon the execution of a Release (Exhibit B), Executive shall be entitled to receive the following Change in Control Severance Benefits: (i) continuation of Executive's base salary, then in effect, for a period of one (1) year following the Termination Date, paid on the same basis and at the same time as previously paid; (ii) payment of any accrued but unused vacation and sick leave; (iii) a bonus in the amount equal to the bonus amount paid in the year immediately preceding the Change in Control or 50% of the maximum bonus eligibility if the Executive was not employed by the Company during the prior year bonus period; and (iv) the Company shall pay the premiums of Executive's group health insurance COBRA continuation coverage, including coverage for Executive's eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; provided, however, that (a) the Company shall pay premiums for Executive's eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company's obligation to pay such premiums shall cease immediately upon Executive's eligibility for comparable group health insurance provided by a new employer of Executive. If there Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week he may request, upon written notification to the Company, to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the company of such written notice. Executive agrees that the Company's payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive's coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive's own expense. In addition, notwithstanding anything contained in Executive's stock option agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, and within one any surviving corporation or acquiring corporation assumes Executive's stock options or substitutes similar options for Executive's stock options in accordance with the terms of the Plan and/or the 2002 Plan, as applicable, then the vesting of Executive's stock options (1or any substitute options) year shall be accelerated in full and the term and the period during which such options may be exercised shall be extended to twelve (12) months after the date of Executive's termination of employment; provided that in no event shall such options be exercisable after the expiration date of such options as set forth in the grant notices and/or agreements evidencing such options. Alternatively, in connection with any Change in of Control, if any surviving corporation or acquiring corporation does not assume Executive's stock options or substitute similar options for Executive's stock options in accordance with the terms of the Plan and/or the 2002 Plan, as applicable, then the vesting of Executive’s employment is terminated under the circumstances described 's stock options shall be accelerated in Sections 4(a) through 4(f) above, the full and Executive shall be entitled to make payment of the following: (I) if exercise price of such termination is a termination by the Company without Cause options pursuant to Section 4(athe following deferred payment alternative: (i) or not less than one hundred percent (100%) of the Executive resigns for Good Reason pursuant to Section 4(b)aggregate exercise price, the Company plus accrued interest, shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, be due twelve (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on from the date of termination or resignation, payable in exercise; (ii) interest shall be compounded at least annually and shall be charged at the market rate of interest necessary to avoid a lump sum within sixty charge to earnings for financial accounting purposes; (60iii) calendar days payment of the date common stock's "par value," as defined in the Delaware General Corporation Law, shall be made in cash and not by deferred payment; and (iv) in order to secure the payment of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRAdeferred exercise price to the Company, if the Company so requests, Executive shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that tender to the Company paid immediately prior a promissory note and a security agreement covering the purchased shares of common stock, both in form and substance satisfactory to the date of termination Company, or resignation, during such other or additional documentation as the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsmay request.

Change in Control Severance Benefits. In the event that the Company terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, ("Change in Control Termination"), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) continuation of Executive's base salary, then in effect, for a period of one (1) year following the Termination Date, paid on the same basis and at the same time as previously paid; (ii) payment of any accrued but unused vacation and sick leave; (iii) a bonus in the amount equal to the bonus amount paid in the year immediately preceding the Change in Control or 50% of the maximum bonus eligibility if the Executive was not employed by the Company during the prior year bonus period; and (iv) the Company shall pay the premiums of Executive's group health insurance COBRA continuation coverage, including coverage for Executive's eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; provided, however, that (a) the Company shall pay premiums for Executive's eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company's obligation to pay such premiums shall cease immediately upon Executive's eligibility for comparable group health insurance provided by a new employer of Executive. If there Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week, he may request, upon written notification to the Company, to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the company of such written notice. Executive agrees that the Company's payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive's coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive's own expense. In addition, notwithstanding anything contained in Executive's stock option agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, and within one any surviving corporation or acquiring corporation assumes Executive's stock options or substitutes similar options for Executive's stock options in accordance with the terms of the 2000 Plan and/or the 2002 Plan, as applicable, then the vesting of Executive's stock options (1or any substitute options) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled accelerated in full and the term and the period during which such options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive's termination of employment; provided, that, in no event shall such options be exercisable after the expiration date of such options as set forth in the grant notice and/or agreement evidencing such options. Alternatively, in connection with any Change of Control, if any surviving corporation or resignation, payable acquiring corporation does not assume Executive's stock options or substitute similar options for Executive's stock options in a lump sum within sixty (60) calendar days accordance with the terms of the date 2000 Plan and/or the 2002 Plan, as applicable, then the vesting of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive 's stock options shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsaccelerated in full.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of 12 months, less applicable withholdings and deductions, paid within 60 days following the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four (24) months of the Executive’s Target Bonus award for the 12 month period immediately prior to Executive’s Change in Control Termination (thirty-five percent (35%) of Executive’s annual Base Salary at Salary), paid within 60 days following the rate Change in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) 12 month period following the date of termination or resignation, a Change in Control Termination (such period subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for coverage for which those eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the CIC COBRA Payment Period, the Special Severance Payment. (b) To receive the payments in Section 9.3(a), Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Executive’s ability to receive benefits pursuant to Section 9.3(a) is further conditioned upon him: returning all Company property; complying with his post-termination obligations under this Agreement and the Compliance Agreement, and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (c) In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, upon a Change in Control Termination, Executive shall receive accelerated vesting of all then unvested shares of the Company’s group health plan Common Stock that he then may have, if any. (d) As used in this Agreement, a “Change in Control” is defined as the first to violate occur of the following: (a) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the assets of the Company (other than the transfer of the Company’s assets to a majority-owned subsidiary corporation); (b) a merger or consolidation in which the Company is not the surviving corporation (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction); (c) a reverse merger in which the Company is the surviving corporation but the shares of the Company’s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the Company); or (d) any applicable nondiscrimination ruletransaction or series of related transactions in which in excess of 50% of the Company’s voting power is transferred. Notwithstanding the foregoing, to the parties agree to negotiate extent that the Company determines that any of the payments or benefits under this Agreement that are payable in good faith connection with a mutually agreeable alternative arrangement; and Change in Control constitute deferred compensation under Section 409A that may only be paid on a qualifying transaction (II) if such termination is a termination or resignation that is, they are not “exempt” under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f409A), the Executive foregoing definition of Change in Control shall be entitled apply only to the compensation and benefits extent the transaction also meets the definition used for which the Executive is eligible purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under such sectionsTreasury Regulation Section 1.409A-3(i)(5).

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits instead of the Severance Benefits set forth in Section 9.2 above: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of fifteen (15) months, less applicable withholdings and deductions, paid on the Company without Cause pursuant to Section 4(a) or 60th day following the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four 1.25 times (241.25x) months of the Executive’s Base Salary at the rate in effect then current annual Target Bonus paid on the date of termination or resignation, payable 60th day following the Change in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen fifteen (1815) month months following a Change in Control Termination (such period following the date of termination or resignation, subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive and Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those coverage for which Executive and Executive’s eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive or upon Executive no longer being eligible for COBRA during the CIC COBRA Payment Period; and (c) the Company’s obligation to pay such premiums shall be contingent on Executive’s timely election of continued group health insurance coverage under COBRA. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy the Company’s obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the CIC COBRA Payment Period, the Special Severance Payment. (b) To receive the payments in Section 9.3(a), Executive’s termination or resignation must constitute a Separation from Service (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Executive’s ability to receive benefits pursuant to Section 9.3(a) is further conditioned upon Executive: returning all Company property; complying with Executive’s post-termination obligations under this Agreement and the Employee Proprietary Information Agreement, and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (c) In addition, notwithstanding anything contained in Executive’s award agreements to the contrary, upon a Change in Control Termination Executive shall receive accelerated vesting of all then unvested shares of the Company’s group health plan Common Stock subject to violate outstanding stock options, restricted stock units and any applicable nondiscrimination ruleother equity incentive awards that Executive then may have, if any, provided, however, that unvested shares subject to Executive’s outstanding stock options shall only accelerate if Executive executes the parties agree Release within the timeframe provided by the Company and Executive’s stock options shall remain outstanding following the date of Executive’s Change in Control Termination if and to negotiate in good faith a mutually agreeable alternative arrangement; and (IIthe extent necessary to give effect to this Section 9.3(c) if such subject to earlier termination is a termination or resignation under the circumstances described terms of the equity plan under which such stock options were granted and the original maximum term of the award (without regard to Executive’s termination). (d) As used in Sections 4(cthis Agreement, a “Change in Control” is defined as the first to occur of the following: (a) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the assets of the Company (other than the transfer of the Company’s assets to a majority-owned subsidiary corporation); (b) a merger or consolidation in which the Company is not the surviving corporation (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, 4(dimmediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction); (c) a reverse merger in which the Company is the surviving corporation but the shares of the Company’s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, 4(ewhether in the form of securities, cash or otherwise (unless the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least fifty percent (50%) of the voting power of the Company); or 4(f(d) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred. Notwithstanding the foregoing, to the extent that the Company determines that any of the payments or benefits under this Agreement that are payable in connection with a Change in Control constitute deferred compensation under Section 409A that may only be paid on a qualifying transaction (that is, they are not “exempt” under 409A), the Executive foregoing definition of Change in Control shall be entitled apply only to the compensation and benefits extent the transaction also meets the definition used for which the Executive is eligible purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under such sectionsTreasury Regulation Section 1.409A-3(i)(5).

Change in Control Severance Benefits. If there is These provisions will apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 2 months before or 12 months after a Change in Control, . These provisions will terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control. If within one (1) year of such 2 months before or within 12 months after a Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to as provided in Section 4(a3(d) or the Executive resigns terminates employment for Good Reason pursuant to as provided in Section 4(b3(e), the Company shall pay the Executive the Accrued Obligations and, in additionthen, subject to the provisions signing of Section 19the Release by the Executive and the expiration of the seven-day revocation period for the Release, (A) the Company will pay the Executive an amount equal to twenty-four (24) months the sum of [CEO: 150%] [OFFICERS: 100%] [MTEAM: 75%] of the Executive’s then-current Base Salary at and then-current annual target [bonus] [commission] (the rate in effect on the date of termination or resignation, payable “CIC Payment”). The CIC Payment will be paid in a single lump sum within sixty 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Payment will be paid in the second calendar year; and (60i) calendar days of the date of termination or resignation; and (B) provided if the Executive timely elects continuation coverage under COBRA, was participating in the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the ExecutiveCompany’s group health insurance, including coverage for the Executive’s dependents, that the Company paid plan immediately prior to the date Date of termination or resignationTermination, during then the eighteen Company will, in its sole discretion, either (18x) month period following the date of termination or resignation, subject continue to provide health coverage to the Executive’s continued eligibility for COBRA coverage. The Company will Executive or (y) pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date Executive a lump sum cash payment (at the same time as the Severance Amount) equal to the amount of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, monthly employer contributions that the Executive was required Company would have made to pay as an active employee immediately prior provide health insurance to the date Executive if the Executive had remained employed by the Company, in either case ((x) or (y)), for a period of termination or resignation[18][12][9] months. Notwithstanding the foregoing, in the event the Company elects to continue to provide health coverage to the Executive (in lieu of a cash payment), then the Company may discontinue such coverage in the event that under applicable guidance the reimbursement Executive obtains comparable health coverage prior to the end of COBRA premiums causes the Company’s group health plan period specified above; and (ii) notwithstanding anything to violate the contrary in any applicable nondiscrimination ruleoption agreement, restricted stock unit agreement, or other stock-based award agreement, 100% of the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; then outstanding stock options, restricted stock units, and (II) if other stock-based awards held by the Executive, including any such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled awards granted prior to the compensation date hereof, will be fully accelerated and benefits for which vested as of the Executive is eligible under such sectionsDate of Termination.

Change in Control Severance Benefits. If there is a Change in Control(a) If, and within one (1) year of such following a Change in Control, the Employer terminates Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns employment with the Employer for Good Reason pursuant (the date of such termination being referred to Section 4(bas the “Termination Date”), the Company Employer shall pay the or provide (or cause to be paid or provided) to Executive the Accrued Obligations andfollowing: (i) all unpaid compensation (other than bonuses) that has accrued through the Termination Date, which shall be paid in additiona single lump-sum cash payment no later than thirty (30) days following the Termination Date; (ii) any unused vacation/paid time-off that has accrued through the Termination Date, subject computed on a daily basis, which shall be paid in a single lump-sum cash payment no later than thirty (30) days following the Termination Date or such earlier date as required by law; (iii) any benefits to which Executive may be entitled pursuant to the provisions of Section 19Employer’s benefit plans, payable as provided therein; (Aiv) an any unpaid cash bonus payments earned and payable with respect to any bonus period ending prior to the Termination Date, which shall be payable at the time that such payment would normally be made under the applicable bonus plan or arrangement; (v) severance compensation (“Severance”) in a total amount equal to twenty-four (24) months of the base salary and annual bonus (at Executive’s Base Salary at then-current base salary rate and targeted annual bonus for the rate year of termination (disregarding any reduction constituting Good Reason)), plus an amount equal to eighteen (18) multiplied by the Employer’s monthly COBRA premium in effect on as of the date Termination Date for the level of termination or resignationcoverage in effect for Executive under the Employer’s group health plan, payable which total amount shall be paid in a lump sum within sixty sixty-five (6065) calendar days of after the date of termination such termination, provided that within such sixty-five (65) day period the Release described in this Section becomes effective and irrevocable; and, provided further, that if such sixty-five (65) day period begins in one calendar year and ends in the next calendar year, such lump sum shall be paid on the first payroll date of the Employer in such next calendar year in compliance with Code Section 409A; (vi) full vesting of any unvested portion of the outstanding options or resignationother equity-based awards in the Employer or its affiliates in accordance with the terms of the applicable award agreement; and (vii) for such period as may be necessary to ensure that Executive is indemnified for Executive’s acts (or failures to act) while employed by or in the service of the Employer, indemnification to the fullest extent permitted by applicable law, and coverage by the policies of directors and officers liability insurance covering directors and officers of the Employer (including any tail policy obtained in connection with the Change in Control transaction), in accordance with their terms. (b) Executive shall not receive the Severance payments and accelerated vesting under subsections (a)(v) and (vi) above unless (i) prior thereto, Executive executes and does not revoke a general and full release of all employment-related claims that Executive has or may have against the Employer and its subsidiaries or affiliates (except applicable entitlement to benefits specified under this Section 1), in such form as shall be satisfactory to the Employer, in the Employer’s sole discretion; and (Bii) provided Executive complies with all of his or her obligations under this Agreement and any other written agreement between Executive and the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsEmployer.