Common use of Compensation/Severance Benefits Clause in Contracts

Compensation/Severance Benefits. (a) The Company will pay your current annual base salary through the Separation Date in accordance with the Company’s usual payroll guidelines and practices. (b) On the next payroll date following the Separation Date, you will be paid an amount equal $98,438 in respect of to your prorated target bonus for 2018. (c) You will further be paid for any accrued but unused vacation days, and will be reimbursed for previously submitted, but un-reimbursed, business expenses in accordance with the Company’s usual guidelines and practices. (d) Following your Separation Date, provided that: (i) you have satisfactorily performed the Transition Duties set forth in Paragraph 1 in all material respects and complied with your other obligations under this Agreement in all material respects (it being understood and agreed that the Company will provide you written notice of any such non-compliance and that you will be deemed to have complied with any such obligations if you cure such non-compliance, if curable, within five (5) days following the receipt of such notice); (ii) you have executed this Agreement on or before October 3, 2018, and you did not exercise your right to revoke during the 7-day revocation period specified in Paragraph 9; and (iii) you execute a final release in a form substantially similar to Attachment A (the “Final Release”) on, and not before, the Separation Date, and you do not exercise your right to revoke during the 7-day revocation period specified in Attachment A, in consideration for your release and waiver of claims and other commitments set forth herein and in Attachment A: (i) The Company will pay you severance pay in the form of a forty-seven (47) week continuation of your base salary, less all applicable state and federal taxes and withholdings. The severance pay will be paid as salary continuation in accordance with the Company’s normal payroll practices, but in no event shall payment begin prior to the Separation Date or earlier than the eighth (8th) day after your execution and timely return of the Final Release. (ii) The Company shall make a lump-sum payment within 30 days following the Separation Date equal to the COBRA premiums that you would pay if you elected continued health coverage under the Company’s health plan for you and your dependents for the 12-month period following the Separation Date, based on the COBRA rates in effect at the Separation Date. (e) You will be entitled to receive your vested accrued benefits, if any, under the Company’s 401(k) plan in accordance with the terms and conditions of such plan. You will not be eligible for, nor shall you have a right to receive, any payments from the Company following the Separation Date other than, as applicable, the amounts set forth in subparagraphs (a), (b), (c), (d) and (e) above.

Compensation/Severance Benefits. (a) The On the next regularly scheduled payday for the pay cycle during which the Termination Date falls, the Company will shall pay your current annual base salary to the Executive his Base Salary (as defined in the Employment Agreement) through the Separation Termination Date at the rate currently in effect under the Employment Agreement, less any taxes withheld pursuant to Section 8 below, and shall reimburse Executive for all reasonable and necessary expenses incurred by Executive prior to the Termination Date in accordance with furtherance of his employment by the Company’s usual payroll guidelines and practices; provided, that Executive shall provide the Company with written documentation evidencing such expenses at least five (5) days prior to the date of payment therefor. Thereafter, except as provided in Section 1 above, the Company shall have no further obligations to Executive under the Employment Agreement, including the payment of any annual bonus. (b) On the next payroll date following the Separation Date, you will be paid an amount equal $98,438 in respect In consideration of Executive’s service to your prorated target bonus for 2018. (c) You will further be paid for any accrued but unused vacation days, and will be reimbursed for previously submitted, but un-reimbursed, business expenses in accordance with the Company’s usual guidelines and practices. (d) Following your Separation Date, provided that: (i) you have satisfactorily performed the Transition Duties set forth in Paragraph 1 in all material respects and complied with your other obligations under this Agreement in all material respects (it being understood and agreed that the Company will provide you written notice through the Termination Date and the release of any such non-compliance and all claims that you will be deemed to have complied may exist against the Company in connection with any such obligations if you cure such non-compliancehis employment as provided in Section 7(a) hereof, if curable, within five (5) days following the receipt of such notice); (ii) you have executed this Agreement on or before October 3, 2018, and you did not exercise your right to revoke during the 7-day revocation period specified in Paragraph 9; and (iii) you execute a final release in a form substantially similar to Attachment A (the “Final Release”) on, and not before, the Separation Date, and you do not exercise your right to revoke during the 7-day revocation period specified in Attachment A, in consideration for your release and waiver of claims and other commitments set forth herein and in Attachment A: (i) The Company will pay you severance pay in the form of a forty-seven (47) week continuation of your base salary, less all applicable state and federal taxes and withholdings. The severance pay will be paid as salary continuation in accordance with the Company’s normal payroll practices, but in no event shall payment begin prior to the Separation Date or earlier than the eighth (8th) day after your following Executive’s execution of this Agreement, provided Executive has not revoked this Agreement, in writing, prior to that date, the Company shall pay to Executive $287,500.00, less any taxes withheld pursuant to Section 8 below (the “Severance Payment”), by wire transfer of immediately payable funds to the account(s) identified by Executive. Upon execution of this Agreement by the Executive, the Company shall wire transfer the Severance Payment to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Escrow Agent”) to be held in escrow pursuant to the terms of that certain Escrow Agreement executed by and timely return of among the Final ReleaseExecutive, the Company and the Escrow Agent dated the date hereof. (iic) The Company shall make a lump-sum payment within 30 days following the Separation Date equal Pursuant to the COBRA premiums that you would pay if you elected continued health coverage under terms of the Employment Agreement, the Executive received a nonqualified stock option (the “Stock Option”) to purchase 600,000 shares of the Company’s health plan common stock (the “Option Shares”). As of the Termination Date, any portion of the Stock Option that has not yet vested and become exercisable will vest and become immediately exercisable, and the Executive will be permitted to exercise the Stock Option for you and your dependents for the 12-month a period of five (5) years following the Separation Termination Date, based on . The following additional terms shall apply to the COBRA rates in effect at the Separation Date. (e) You will be entitled to receive your vested accrued benefits, if any, under the Company’s 401(k) plan in accordance with the terms and conditions of such plan. You will not be eligible for, nor shall you have a right to receive, any payments from the Company following the Separation Date other than, as applicable, the amounts set forth in subparagraphs (a), (b), (c), (d) and (e) above.Stock Option: