Common use of Payments and Consideration Clause in Contracts

Payments and Consideration. (a) You will be paid all unpaid wages earned as of the Separation Date, and for all accrued but unused vacation through the Separation Date, regardless of whether you sign this Agreement. In addition, you will continue to be paid your Base Salary (as defined in the Employment Agreement) in accordance with normal payroll procedures up to and including the Separation Date. You will also remain eligible for your 2016 bonus described in subsection 1.4.2 of the Employment Agreement and as payable under the terms of the Employment Agreement, notwithstanding the fact that the date for calculating and paying such bonus will be after the Separation Date. You acknowledge that these amounts are all of the amounts owed to you by the Company as wages, bonuses and compensation through the Separation Date. As of the Separation Date, you are not to hold yourself out as an employee, agent, or authorized representative of Company, or to negotiate or enter into any agreements on behalf of the Company, or to otherwise attempt to bind the Company, except in accordance with and as related to your position as a member of the Board. (b) You will be reimbursed for all ordinary and necessary, reasonable business-related expenses incurred by you in connection with your employment with the Company through your Separation Date. You must submit all requests for reimbursement for such expenses no later than January 13, 2017, accompanied by proper documentation. (c) You and the Company hereby agree that, on the Separation Date, and notwithstanding your continued service as a member of the Board, the vesting of the Shares under the Purchase Agreement shall cease, and that as of the Separation Date the Company shall have the right to exercise its Repurchase Options under the Purchase Agreement. As of the Separation Date, 1,146,666 of the Shares will remain subject to the Company’s Repurchase Options under the Purchase Agreement (the “Unvested Shares”). The Company hereby agrees to exercise its Repurchase Options under the Purchase Agreement for only 860,000 of the Unvested Shares (the “Repurchased Shares”) and waive the Repurchase Option under the Purchase Agreement with regard to 286,666 of the Unvested Shares. (d) Within 14 days of the Separation Date, the Company shall deliver payment in the amount of $86.00 for the Repurchased Shares (the “Severance”) to you, with a copy to the Secretary of the Company, by delivering to you a check in the amount of the Severance. Upon delivery of the Severance, the Company shall become the legal and beneficial owner of the Repurchased Shares and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the Repurchased Shares. You will not have any claim of ownership as to any of the Repurchased Shares. (e) If you elect to continue your health benefits coverage through the Company’s group insurance plans under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) at your current election level beyond the Separation Date, you will be responsible for paying the premium (“COBRA Premium”) in full each month. Notwithstanding the foregoing, the Company will pay your COBRA Premiums until the first to occur of (i) you become eligible for health benefits coverage from a new employer (and you agree to promptly notify the Company in this instance), or (ii) the Company shall have paid eighteen (18) of your COBRA Premiums. You will receive a separate notice explaining your right to continuation and conversion of your health benefits under COBRA and/or any applicable state law. (f) By your signature below, you acknowledge and agree that the terms set forth in this Agreement include compensation and benefits to which you are not otherwise entitled. Furthermore, you acknowledge that, except as expressly set forth above, after your execution of this Agreement, you will not be entitled to any other or further compensation, remuneration, or benefits from the Company.

Payments and Consideration. ​ ​ Confidential Severance Agreement and General Release January 27, 2023 (a) You Employee will be paid all unpaid wages earned as paid, at Employee’s regular rate of the Separation Datepay, and for all accrued but unused vacation hours worked through the Separation Termination Date, regardless of whether you sign Employee signs this Agreement. In addition, you Employee will continue to be paid your Base Salary (as defined in the Employment Agreement) in accordance with normal payroll procedures up to and including the Separation Dateprocedures. You will also remain eligible for your 2016 bonus described in subsection 1.4.2 of the Employment Agreement and as payable under the terms of the Employment Agreement, notwithstanding the fact that the date for calculating and paying such bonus will be after the Separation Date. You acknowledge Employee acknowledges that these amounts are all of the amounts owed to you Employee by the Company as wages, bonuses and compensation through the Separation Termination Date. As of the Separation Termination Date, you are Employee is not to hold yourself Employee out as an employee, agent, or authorized representative of Company, or to negotiate or enter into any agreements on behalf of the Company, or to otherwise attempt to bind the Company, except as otherwise expressly agreed to by the Company in accordance with and as related to your position as a member of the Boardwriting. (b) You In consideration for this Agreement, Company will pay Employee a gross amount equal to twelve (12) months of the Employee’s Base Salary (as defined in the Employment Agreement) paid in substantially equal amounts (the “Severance Pay”) over the twelve-month period following the Termination Date (the “Severance Period”), the first installment of which shall be paid beginning on the first payroll date after the Termination Date. The Severance Pay will be paid during the Severance Period to Employee, minus applicable withholdings and taxes, in accordance with regular payroll procedures. (c) Employee’s health benefits shall cease on the Termination Date. As additional consideration for Employee’s compliance with the provisions of this Agreement, following the Termination Date, subject to the Employee’s copayment of premium amounts at the applicable active employees’ rate and the Employee’s proper election to receive benefits under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) and/or any applicable state law COBRA, the Company shall pay to the Employee a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Termination Date; (B) the date that the Employee becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Employee’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Employee for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. Should Employee wish to continue health benefits coverage through Company’s group insurance plans after the date on which the Company’s payments cease (as described above), Employee will be responsible for paying the premium in full each month. Employee will receive a separate notice explaining Employee’s right to continuation and conversion of Employee’s health benefits under COBRA. ​ (d) Employee will be reimbursed for all ordinary and necessary, reasonable business-related expenses incurred by you Employee in connection with your Employee’s employment with the Company through your Separation the Termination Date. You Employee must submit all requests for reimbursement for such expenses no later than January 13, 201730 days after the Termination Date, accompanied by proper documentation. (c) You and the Company hereby agree that, on the Separation Dateto ▇▇▇▇▇ Therapeutics, and notwithstanding your continued service as a member of the BoardInc., the vesting of the Shares under the Purchase Agreement shall cease, and that as of the Separation Date the Company shall have the right to exercise its Repurchase Options under the Purchase Agreement. As of the Separation Date, 1,146,666 of the Shares will remain subject to the Company’s Repurchase Options under the Purchase Agreement (the “Unvested Shares”). The Company hereby agrees to exercise its Repurchase Options under the Purchase Agreement for only 860,000 of the Unvested Shares (the “Repurchased Shares”) and waive the Repurchase Option under the Purchase Agreement with regard to 286,666 of the Unvested Shares. (d) Within 14 days of the Separation Date, the Company shall deliver payment in the amount of $86.00 for the Repurchased Shares (the “Severance”) to you, with a copy to the Secretary of the Company, by delivering to you a check in the amount of the Severance. Upon delivery of the Severance, the Company shall become the legal and beneficial owner of the Repurchased Shares and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the Repurchased Shares. You will not have any claim of ownership as to any of the Repurchased SharesCEO. (e) If you elect to continue your health benefits coverage through the CompanyBy Employee’s group insurance plans under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) at your current election level beyond the Separation Date, you will be responsible for paying the premium (“COBRA Premium”) in full each month. Notwithstanding the foregoing, the Company will pay your COBRA Premiums until the first to occur of (i) you become eligible for health benefits coverage from a new employer (and you agree to promptly notify the Company in this instance), or (ii) the Company shall have paid eighteen (18) of your COBRA Premiums. You will receive a separate notice explaining your right to continuation and conversion of your health benefits under COBRA and/or any applicable state law. (f) By your signature below, you acknowledge Employee acknowledges and agree agrees that the terms set forth in this Agreement include compensation and benefits to which you are Employee is not otherwise entitled. Furthermore, you acknowledge Employee acknowledges that, except as expressly set forth above, after your Employee’s execution of this Agreement, you Employee will not be entitled to any other or further compensation, remuneration, or benefits from the Company.