Common use of Termination by the Clause in Contracts

Termination by the. Company without Cause or by the Executive with Good Reason subsequent to a Change in Control of the Company. If within two (2) years following the Change in Control of the Company, the Company terminates the Executive’s employment for any reason other than death, Disability, Retirement, or Cause or the Executive terminates employment for Good Reason, subject to the Executive signing a waiver of all claims, the Company shall pay and provide to the Executive: (a) An amount equal to the Executive’s accrued and unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (b) An amount equal to two (2) times the Executive’s annual Base Salary, at the Base Salary amount in effect on the Effective Date of Termination; (c) An amount equal to two (2) times the Executive’s targeted Annual Bonus Award, at the targeted Annual Bonus Award in effect on the Effective Date of Termination; (d) A prorated Annual Bonus Award based on the Executive’s target bonus opportunity established for the year in which termination of employment occurs. The prorated amount shall be determined as a function of time within the year that has elapsed prior to the Executive’s Effective Date of Termination; (e) At the exact same cost to the Executive, and at the same coverage level as in effect as of the Executive’s Effective Date of Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s (and the Executive’s eligible dependents’) health insurance coverage for twenty four (24) months from the Effective Date of Termination. The applicable COBRA health insurance benefit continuation period shall begin coincident with the beginning of this benefit continuation period; The providing of these health insurance benefits by the Company shall be discontinued prior to the end of the twenty four (24) month continuation period to the extent that the Executive becomes covered under the health insurance coverage of a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of the Executive or the Executive’s eligible dependents. For purposes of enforcing this offset provision, the Executive shall have a duty to inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The Executive shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same; and (f) All other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. Payment of the benefits described in Sections 7.6(a), (b), (c), and (d) shall be paid to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination in order to avoid penalties and excise taxes under the requirements of Code Section 409A. All other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or program. With the exception of the covenants referenced in Article 10 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement.

Termination by the. Company without Cause or resignation by the Executive with for Good Reason subsequent to (not in connection with a Change in Control of the Company. If within two (2) years following the Change in Control of the Company, the Company terminates the Executive’s employment for any reason other than death, Disability, Retirement, or Cause or the Executive terminates employment for Good Reason, subject to the Executive signing a waiver of all claims, the Company shall pay and provide to the Executive:Control) (a) An amount The Company will pay to the Executive in monthly instalments, subject to such deductions as the Company is required by law to make, a fully taxable cash payment equal to the Executive’s accrued and unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (b) An amount equal to two (2) times the Executive’s annual Base Salary, at the Base Salary amount in effect on the Effective Date of Termination; (c) An amount equal to two (2) times the Executive’s targeted Annual Bonus Award, at the targeted Annual Bonus Award in effect on the Effective Date of Termination; (d) A prorated Annual Bonus Award based on the Executive’s target bonus opportunity established coverage premium for the year in which termination of employment occurs. The prorated amount shall be determined as a function of time within the year that has elapsed prior to the Executive’s Effective Date of Termination; (e) At the exact same cost to the Executive, and at the same coverage level as in effect as of the Executive’s Effective Date of Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s Executive (and the Executive’s eligible covered dependents’, as applicable) health insurance coverage for twenty four (24) months from in effect on the Effective Termination Date of Termination. The applicable COBRA and/or provide the Executive with continued access to the Company’s health insurance benefit continuation period shall begin coincident with scheme until the beginning of this benefit continuation period; The providing of these health insurance benefits by earliest of: (1) the Company shall be discontinued prior to the end twelve (12) month anniversary of the twenty four (24) month continuation period date on which notice to terminate the extent that the Executive becomes covered under the health insurance coverage of a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of the Executive or the Executive’s eligible dependents. For purposes of enforcing this offset provision, the Executive shall have a duty to inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The Executive shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same; and (f) All other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. Payment of the benefits described in Sections 7.6(a), (b), (c), and (d) shall be paid to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination in order to avoid penalties and excise taxes under the requirements of Code Section 409A. All other payments due to the Executive upon termination of employment shall be paid Employment is given in accordance with the terms of this Agreement or; (2) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; and (b) The Company will pay the Executive an amount equal to the prorated portion of the Annual Bonus for the calendar year in which the Termination Date occurs (calculated using the Target Bonus for the number of days in that calendar year that have passed prior to the Termination Date) (the “Pro-Rated Bonus”). The Pro-Rated Bonus will be subject to standard deductions and withholdings and will be paid in a lump sum on or before the 60th day following the Termination Date; (c) The Company will make a lump sum cash payment to the Executive in an amount equal to any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Executive’s employment terminates, such applicable plans payment to be made no later than the normal payment date for such Annual Bonus; and (d) Effective as of the Termination Date, the vesting and exercisability of all outstanding equity awards covering the Parent’s ordinary shares that are held by the Executive immediately prior to the Termination Date shall be accelerated such that Executive shall be treated, for vesting purposes, as if he had vested pro rata until the Termination Date or, if later, the date on which his employment would have terminated had he not been paid a P▇▇▇▇ (save that such equity awards shall not vest as to more than 100 per cent.). The Non-CIC Severance Benefits provided to the Executive pursuant to this clause 17.5 are in lieu of, and not in addition to, any benefits to which the Executive may otherwise be entitled under any Company severance plan, policy, or program. With Any damages caused by the exception termination of the covenants referenced Executive’s employment without Cause outside the Change in Article 10 (which shall survive such termination)Control Measurement Period would be difficult to ascertain; therefore, the Company and Non-CIC Severance Benefits for which the Executive thereafter shall have no further obligations under is eligible pursuant to this Agreementclause 17.5 in exchange for the Settlement Agreement are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the. Company without Other Than for Death, Disability, or Cause or by the Executive with for a Good Reason subsequent Reason. In addition to the payment to the Executive of the Executive's Base Salary and the reimbursement of any applicable expenses pursuant to Section 4.2 through the Date of Termination, if (a) the Employment Period is terminated (i) by the Company for reasons other than death, Disability, or Cause, (ii) pursuant to a Change in Control of the Company. If within two (2) years following the Change in Control of the Company, the Company terminates the Executive’s employment for any reason other than death, Disability, Retirementas defined by Section 1.4.A, or Cause or (ii) by the Executive terminates employment for a Good Reason, subject or (iii) in accordance with the terms of Section 2.1.2 hereof (provided the Company provides the requisite notice to the Executive signing to terminate prior to any Expiration Date); and (b) the Executive executes a waiver general release in the form attached hereto as Exhibit B (the "Release") on or before the effective Date of all claims, Termination; and (c) the Executive has not breached the terms of the “Assignment Agreement” (as defined below); then the Company shall pay and provide to the Executive: (a) An Executive an amount equal to the Executive’s accrued and unpaid Base Salary and accrued but unused vacation pay through (at the Effective rate in effect at the Date of Termination; (b) An amount equal to two (2) times the Executive’s annual Base Salary, at the Base Salary amount in effect for a period commencing on the Effective Date of Termination; (c) An amount equal to two (2) times the Executive’s targeted Annual Bonus Award, at the targeted Annual Bonus Award in effect on the Effective Date of Termination; (d) A prorated Annual Bonus Award based on the Executive’s target bonus opportunity established for the year in which termination of employment occurs. The prorated amount shall be determined as a function of time within the year that has elapsed prior to the Executive’s Effective Date of Termination; (e) At the exact same cost to the Executive, and at the same coverage level as in effect as of the Executive’s Effective Date of Termination and ending twelve (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s (and the Executive’s eligible dependents’) health insurance coverage for twenty four (2412) months from the Effective Date of Termination. Any payment under this Section 5.2 shall be made in accordance with the Company’s normal payroll schedule at the time the payments are made. If the Executive elects and remains eligible for health coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("COBRA") (and subject to withholding pursuant to Section 3.5 above); then commencing within fifteen (15) business days following the date on which the Release becomes effective pursuant to its terms, the Company will, for a period commencing on the Date of Termination and ending twelve (12) months from the Date of Termination, pay a percentage of the premium for such COBRA health coverage equal to the percentage of the premium for health insurance coverage paid by the Company on the Date of Termination. The applicable COBRA health insurance benefit continuation period Executive shall begin coincident with not be entitled to any other salary or compensation after termination of the beginning of Employment Period (other than as set forth in this benefit continuation period; The providing of these health insurance benefits by the Company Section 5.2 and Section 5.3) and no Person shall be discontinued prior entitled hereunder to participate in any employee benefit plan after the end Date of Termination if the twenty four Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (24i.e., COBRA) month continuation period and provided that nothing herein shall be interpreted to the extent that the Executive becomes covered under the health insurance coverage of a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of the Executive or limit the Executive’s eligible dependentsconversion rights, if any, under any of the Company’s employee benefit plans. For purposes In furtherance of enforcing this offset provisionand not in limitation of the foregoing, the Executive shall have may only be terminated by the affirmative vote of a duty to inform majority of the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The Executive shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same; and whole Board (f) All other benefits to which excluding the Executive has if he is a vested right at the time, according to the provisions member of the governing plan or program. Payment of the benefits described in Sections 7.6(aBoard), (b), (c), and (d) shall be paid to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination in order to avoid penalties and excise taxes under the requirements of Code Section 409A. All other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or program. With the exception of the covenants referenced in Article 10 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement.

Termination by the. Company without Cause or resignation by the Executive with for Good Reason subsequent to (not in connection with a Change in Control of the Company. If within two (2) years following the Change in Control of the Company, the Company terminates the Executive’s employment for any reason other than death, Disability, Retirement, or Cause or the Executive terminates employment for Good Reason, subject to the Executive signing a waiver of all claims, the Company shall pay and provide to the Executive:Control) (a) An amount equal to The Company will pay the Executive’s accrued and unpaid Base Salary and accrued but unused vacation Executive severance pay through in the Effective Date form of Termination; (b) An amount equal to two (2) times the Executive’s annual Base Salary, at the Base Salary amount in effect on the Effective Date of Termination; (c) An amount equal to two (2) times the Executive’s targeted Annual Bonus Award, at the targeted Annual Bonus Award in effect on the Effective Date of Termination; (d) A prorated Annual Bonus Award based on the Executive’s target bonus opportunity established for the year in which termination of employment occurs. The prorated amount shall be determined as a function of time within the year that has elapsed prior to the Executive’s Effective Date of Termination; (e) At the exact same cost to the Executive, and at the same coverage level as in effect as of the Executive’s Effective Date of Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s then-current Basic Salary (ignoring any decrease that forms the basis for the Executive’s resignation for Good Reason, if applicable) for twelve (12) months following the Termination Date (such period of time, the “Non-CIC Severance Period”, and such aggregate Basic Salary amount payable, the “Non-CIC Severance”). The Non-CIC Severance will be paid in substantially equal instalments on the Company’s regular payroll schedule over the Non-CIC Severance Period, subject to such deductions as the Company is required by law to make, shall be reduced by any Basic Salary received by the Executive during any period of Garden Leave and shall be inclusive of any ▇▇▇▇▇; provided, however that no portion of the Non-CIC Severance (except for any ▇▇▇▇▇ instalment which is due) will be paid prior to the date that the general release of claims in the Settlement Agreement becomes effective (the “Release Date”), and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Date; 299021913 v1 (b) The Company will pay to the Executive in monthly instalments, subject to such deductions as the Company is required by law to make, a fully taxable cash payment equal to the coverage premium for the Executive (and the Executive’s eligible covered dependents’, as applicable) health insurance coverage for twenty four (24) months from in effect on the Effective Termination Date of Termination. The applicable COBRA and/or provide the Executive with continued access to the Company’s health insurance benefit continuation period shall begin coincident with scheme until the beginning of this benefit continuation period; The providing of these health insurance benefits by earliest of: (1) the Company shall be discontinued prior to the end twelve (12) month anniversary of the twenty four (24) month continuation period date on which notice to terminate the extent that the Executive becomes covered under the health insurance coverage of a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of the Executive or the Executive’s eligible dependents. For purposes of enforcing this offset provision, the Executive shall have a duty to inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The Executive shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same; and (f) All other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. Payment of the benefits described in Sections 7.6(a), (b), (c), and (d) shall be paid to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination in order to avoid penalties and excise taxes under the requirements of Code Section 409A. All other payments due to the Executive upon termination of employment shall be paid Employment is given in accordance with the terms of this Agreement or; (2) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; and (c) The Company will pay the Executive an amount equal to the prorated portion of the Annual Bonus for the calendar year in which the Termination Date occurs (calculated using the Target Bonus for the number of days in that calendar year that have passed prior to the Termination Date or, if earlier, the date of commencement of any period of Garden Leave) (the “Pro-Rated Bonus”). The Pro-Rated Bonus will be subject to standard deductions and withholdings and will be paid in a lump sum on or before the 60th day following the Termination Date; (d) The Company will make a lump sum cash payment to the Executive in an amount equal to any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Executive’s employment terminates, such applicable plans payment to be made no later than the normal payment date for such Annual Bonus; and (e) Effective as of the Termination Date, the vesting and exercisability of all outstanding equity awards covering the Parent’s ordinary shares that are held by the Executive immediately prior to the Termination Date shall be accelerated such that Executive shall be treated, for vesting purposes, as if he had vested pro rata until the Termination Date or, if later, the date on which his employment would have terminated had he not been paid a ▇▇▇▇▇ (save that such equity awards shall not vest as to more than 100 per cent.). The Non-CIC Severance Benefits provided to the Executive pursuant to this clause 17.5 are in lieu of, and not in addition to, any benefits to which the Executive may otherwise be entitled under any Company severance plan, policy, or program. With Any damages caused by the exception termination of the covenants referenced Executive’s employment without Cause outside the Change in Article 10 (which shall survive such termination)Control Measurement Period would be difficult to ascertain; therefore, the Company and Non-CIC Severance Benefits for which the Executive thereafter shall have no further obligations under is eligible pursuant to this Agreementclause 17.5 in exchange for the Settlement Agreement are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the. Company without Without Cause or by the Executive with Good Reason subsequent to a Change in Control of Reason. During the Company. If within two (2) years following the Change in Control of the CompanyTerm, the Company terminates if the Executive’s employment for any reason other than deathis terminated by the Company without Cause as provided in Section 3(d), Disability, Retirement, or Cause or the Executive terminates his employment for Good ReasonReason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a waiver separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, a reaffirmation of all claimsof the Executive’s Continuing Obligations and, in the Company’s sole discretion, a one-year post-employment noncompetition agreement, and that shall provide that if the Executive breaches any of the Executive’s Continuing Obligations, all payments of the Severance Amount shall immediately cease, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable (after a seven (7) business day revocation period) and fully effective and, if applicable, the Executive resigning as a member of the Board of Directors, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay and provide to the Executive: (a) An Executive an amount equal to 0.75 times the sum of the Executive’s accrued and unpaid Base Salary (the “Severance Amount”) provided in the event the Executive is entitled to any payments pursuant to the Restrictive Covenants Agreement, the Severance Amount received in any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and accrued but unused vacation pay through other time-based stock-based awards held by the Effective Executive in which such stock option or other stock-based award would have vested if the Executive had remained employed for an additional nine months following the Date of Termination shall vest and become exercisable or nonforfeitable as of the Date of Termination; (biii) An if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for nine months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to two the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and (2iv) times the Executiveamounts payable under Section 4(b)(i) and (iii) shall be paid out in substantially equal installments in accordance with the Company’s annual Base Salary, at payroll practice over nine months commencing within 60 days after the Base Salary amount in effect on the Effective Date of Termination; (c) An amount equal ; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to two (2) times be paid in the Executive’s targeted Annual Bonus Awardsecond calendar year by the last day of such 60-day period; provided, at further, that the targeted Annual Bonus Award in effect on the Effective Date of Termination; (d) A prorated Annual Bonus Award based on the Executive’s target bonus opportunity established for the year in which termination of employment occurs. The prorated amount initial payment shall be determined as include a function of time within the year that has elapsed prior catch-up payment to cover amounts retroactive to the Executive’s Effective Date of Termination; (e) At day immediately following the exact same cost to the Executive, and at the same coverage level as in effect as of the Executive’s Effective Date of Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s (and the Executive’s eligible dependents’) health insurance coverage for twenty four (24) months from the Effective Date of Termination. The applicable COBRA health insurance benefit continuation period shall begin coincident with the beginning of Each payment pursuant to this benefit continuation period; The providing of these health insurance benefits by the Company shall be discontinued prior Agreement is intended to the end of the twenty four (24) month continuation period to the extent that the Executive becomes covered under the health insurance coverage of constitute a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of the Executive or the Executive’s eligible dependents. For separate payment for purposes of enforcing this offset provision, the Executive shall have a duty to inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The Executive shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same; and (f) All other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. Payment of the benefits described in Sections 7.6(aTreasury Regulation Section 1.409A-2(b)(2), (b), (c), and (d) shall be paid to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination in order to avoid penalties and excise taxes under the requirements of Code Section 409A. All other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or program. With the exception of the covenants referenced in Article 10 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement.

Termination by the. Company without Cause or by the Executive with Good Reason subsequent to a Change in Control of the Company. If within two (2) years following the Change in Control of the Company, the Company terminates the Executive’s employment for any reason other than death, Disability, Retirement, or Cause or the Executive terminates employment for Good Reason, subject to the Executive signing a waiver of all claims, the Company shall pay and provide to the Executive: (a) An amount equal to the Executive’s accrued and unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (b) An amount equal to two (2) times the Executive’s annual Base Salary, at the Base Salary amount in effect on the Effective Date of Termination; (c) An amount equal to two (2) times the Executive’s targeted Annual Bonus Award, at the targeted Annual Bonus Award in effect on the Effective Date of Termination; (d) A An amount that is equal to a prorated Annual Bonus Award based on the Executive’s target bonus opportunity established for the fiscal year in which termination of employment occurs. The prorated amount shall be determined as a function of time within the fiscal year that has elapsed prior to the Executive’s Effective Date of Termination; (e) At the exact same cost to the Executive, and at the same coverage level as in effect as of the Executive’s Effective Date of Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s (and the Executive’s eligible dependents’) health insurance coverage for twenty four (24) months from the Effective Date of Termination. The applicable COBRA health insurance benefit continuation period shall begin coincident with the beginning of this benefit continuation period; The providing of these health insurance benefits by the Company shall be discontinued prior to the end of the twenty four (24) month continuation period to the extent that the Executive becomes covered under the health insurance coverage of a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of the Executive or the Executive’s eligible dependents. For purposes of enforcing this offset provision, the Executive shall have a duty to inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The Executive shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same; and (f) All other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. Payment of the benefits described in Sections 7.6(a), (b), (c), and (d) shall be paid to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination in order to avoid penalties and excise taxes under the requirements of Code Section 409A. All other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or program. With the exception of the covenants referenced in Article 10 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement.

Termination by the. Company without Cause or Resignation by the Executive with for Good Reason subsequent (Other Than in Connection with a Change in Control). (a) The Company will have the right to terminate Executive’s employment with the Company at any time without Cause (as defined below). Likewise, Executive may resign for Good Reason (as defined below). In the absence of a Change in Control of (as defined below) and in the Company. If within two (2) years following the Change in Control of the Company, event Executive is terminated by the Company terminates without Cause, but not in the Executive’s employment for any reason other than death, Disability, Retirementevent of a termination due to death or Disability under Section 6.4, or Cause or the Executive terminates employment resigns for Good Reason, subject then Executive will be entitled to receive the Accrued Obligations (as defined below) and in addition, provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and further provided Executive signing a waiver complies with the obligations in Section 6.1(b) below, Executive will also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less standard withholdings and deductions, paid in installments on the Company’s regular payroll dates. (ii) If Executive is participating in the Company’s group health plans as of all claimsthe date of termination, and if Executive timely elects continued coverage under COBRA or, if applicable, state continuation coverage laws, the Company shall will pay the premiums necessary to continue Executive and provide Executive’s covered dependents’ health insurance coverage in effect on the termination date until the earliest of: (i) twelve (12) months following the termination date; (ii) the date when Executive becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, 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 (a) An amount 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 (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. (b) Executive will receive the Severance Benefits pursuant to Section 6.1(a) of this Agreement if: (i) within the timeframe provided by the Company, Executive has signed and delivered to the Company a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form presented by the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); and (ii) if Executive holds any other positions with the Company or any affiliate, including a position on the Board, Executive resigns such position(s) to be effective no later than the date of Executive’s Separation from Service (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. (c) The Company will not make any payments to Executive with respect to any of the benefits pursuant to Section 6.1(a) prior to the 60th day following Executive’s date of termination. On the 60th day following Executive’s date of termination, and provided that Executive has delivered an effective Release, the Company will make the first payment to Executive under Section 6.1(a)(i) in a lump sum equal to the aggregate amount of payments that the Company would have paid Executive through such date had the payments commenced on the Executive’s date of termination through such 60th day, with the balance of the payments paid thereafter on the schedule described above. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, (iii) benefits owed to Executive under any qualified retirement plan or health and unpaid Base Salary welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan, and (iv) Executive’s accrued but unused vacation pay through the Effective Date date of Termination; (b) An amount equal to two (2) times the Executive’s annual Base Salary, termination. Accrued obligations will be paid upon date of termination or next payroll cycle at the Base Salary amount in effect on the Effective Date of Termination; (c) An amount equal to two (2) times the Executive’s targeted Annual Bonus Award, at the targeted Annual Bonus Award in effect on the Effective Date of Termination; (d) A prorated Annual Bonus Award based on the Executive’s target bonus opportunity established for the year in which termination of employment occurs. The prorated amount shall be determined as a function of time within the year that has elapsed prior to the Executive’s Effective Date of Termination; (e) At the exact same cost to the Executive, and at the same coverage level as in effect as of the Executive’s Effective Date of Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s (and the Executive’s eligible dependents’) health insurance coverage for twenty four (24) months from the Effective Date of Termination. The applicable COBRA health insurance benefit continuation period shall begin coincident with the beginning of this benefit continuation period; The providing of these health insurance benefits by the Company shall be discontinued prior to the end of the twenty four (24) month continuation period to the extent that the Executive becomes covered under the health insurance coverage of a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of the Executive or the Executive’s eligible dependents. For purposes of enforcing this offset provision, the Executive shall have a duty to inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The Executive shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same; and (f) All other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. Payment of the benefits described in Sections 7.6(a), (b), (c), and (d) shall be paid to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination in order to avoid penalties and excise taxes under the requirements of Code Section 409A. All other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or program. With the exception of the covenants referenced in Article 10 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreementlatest.

Termination by the. Company without Without Cause or by the Executive with Good Reason subsequent to a Change in Control of Reason. During the Company. If within two (2) years following the Change in Control of the CompanyTerm, the Company terminates if the Executive’s employment for any reason other than deathis terminated by the Company without Cause as provided in Section 3(d), Disability, Retirement, or Cause or the Executive terminates her employment for Good ReasonReason as provided in Section 3(e), then the Company shall pay the Executive her Accrued Benefit. In addition, subject to the Executive signing a waiver separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all claims, within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay and provide to the Executive: (a) An Executive an amount equal to the Executive’s accrued and unpaid Base Salary and accrued but unused vacation pay through the Effective Date sum of Termination; (b) An amount equal to two (2) 0.5 times the Executive’s annual Base Salary. Notwithstanding the foregoing, at if the Base Salary Executive breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 6 months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and (iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in effect on substantially equal installments in accordance with the Effective Company’s payroll practice over 6 months commencing within 60 days after the Date of Termination; (c) An amount equal ; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to two (2) times be paid in the Executive’s targeted Annual Bonus Awardsecond calendar year by the last day of such 60-day period; provided, at further, that the targeted Annual Bonus Award in effect on the Effective Date of Termination; (d) A prorated Annual Bonus Award based on the Executive’s target bonus opportunity established for the year in which termination of employment occurs. The prorated amount initial payment shall be determined as include a function of time within the year that has elapsed prior catch-up payment to cover amounts retroactive to the Executive’s Effective Date of Termination; (e) At day immediately following the exact same cost to the Executive, and at the same coverage level as in effect as of the Executive’s Effective Date of Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s (and the Executive’s eligible dependents’) health insurance coverage for twenty four (24) months from the Effective Date of Termination. The applicable COBRA health insurance benefit continuation period shall begin coincident with the beginning of Each payment pursuant to this benefit continuation period; The providing of these health insurance benefits by the Company shall be discontinued prior Agreement is intended to the end of the twenty four (24) month continuation period to the extent that the Executive becomes covered under the health insurance coverage of constitute a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of the Executive or the Executive’s eligible dependents. For separate payment for purposes of enforcing this offset provision, the Executive shall have a duty to inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The Executive shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same; and (f) All other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. Payment of the benefits described in Sections 7.6(aTreasury Regulation Section 1.409A-2(b)(2), (b), (c), and (d) shall be paid to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination in order to avoid penalties and excise taxes under the requirements of Code Section 409A. All other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or program. With the exception of the covenants referenced in Article 10 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement.

Termination by the. Company without Without Cause or by the Executive with Good Reason subsequent to a Change in Control of Reason. During the Company. If within two (2) years following the Change in Control of the CompanyTerm, the Company terminates if the Executive’s employment for any reason other than deathis terminated by the Company without Cause as provided in Section 3(d), Disability, Retirement, or Cause or the Executive terminates his employment for Good ReasonReason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a waiver separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all claims, within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay and provide the Executive an amount equal to 1.25 times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; (ii) Reserved; (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 15 months or the Executive: (a) An ’s COBRA health continuation period, whichever ends earlier, in an amount equal to the Executivemonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and (iv) the amounts payable under Section 4(b)(i) and (iii) shall be paid out in substantially equal installments in accordance with the Company’s accrued and unpaid Base Salary and accrued but unused vacation pay through payroll practice over 15 months commencing within 60 days after the Effective Date of Termination; (b) An amount equal ; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to two (2) times be paid in the Executive’s annual Base Salarysecond calendar year by the last day of such 60-day period; provided, at further, that the Base Salary amount in effect on the Effective Date of Termination; (c) An amount equal initial payment shall include a catch-up payment to two (2) times the Executive’s targeted Annual Bonus Award, at the targeted Annual Bonus Award in effect on the Effective Date of Termination; (d) A prorated Annual Bonus Award based on the Executive’s target bonus opportunity established for the year in which termination of employment occurs. The prorated amount shall be determined as a function of time within the year that has elapsed prior cover amounts retroactive to the Executive’s Effective Date of Termination; (e) At day immediately following the exact same cost to the Executive, and at the same coverage level as in effect as of the Executive’s Effective Date of Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s (and the Executive’s eligible dependents’) health insurance coverage for twenty four (24) months from the Effective Date of Termination. The applicable COBRA health insurance benefit continuation period shall begin coincident with the beginning of Each payment pursuant to this benefit continuation period; The providing of these health insurance benefits by the Company shall be discontinued prior Agreement is intended to the end of the twenty four (24) month continuation period to the extent that the Executive becomes covered under the health insurance coverage of constitute a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of the Executive or the Executive’s eligible dependents. For separate payment for purposes of enforcing this offset provision, the Executive shall have a duty to inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment. The Executive shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same; and (f) All other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program. Payment of the benefits described in Sections 7.6(aTreasury Regulation Section 1.409A-2(b)(2), (b), (c), and (d) shall be paid to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination in order to avoid penalties and excise taxes under the requirements of Code Section 409A. All other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or program. With the exception of the covenants referenced in Article 10 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement.