Common use of Termination in Absence of a Change of Control Clause in Contracts

Termination in Absence of a Change of Control. Subject to Section 7.4 and provided that (i) Executive executes a binding Termination Release Agreement in a form specified by the Company within sixty (60) days from his Termination Date as set forth therein and (ii) Executive resigns his position as a member of the Board, in the event of Executive’s Termination in the Absence of a Change of Control, in addition to the benefits provided under Section 7.1 of this Agreement, Executive shall be entitled to the following benefits: 7.2.1 Executive shall receive an amount equal to twelve (12) months of Executive’s Base Salary, payable in one lump sum (the “Severance Amount”). 7.2.2 The Company will reimburse Executive for monthly premiums paid for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period of twelve (12) months after Executive’s Termination Date, provided Executive timely elects COBRA continuation coverage. Such premium reimbursement shall cease on the date that Executive becomes covered under another group health plan. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide Executive a lump sum payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue group health coverage for a period of up to twelve (12) months, which payment shall be made regardless of whether Executive elects COBRA continuation coverage. 7.2.3 Executive will receive accelerated vesting of any outstanding Equity Awards (including, for the avoidance of doubt, the Options, future Equity Awards and the stock options carried over from Theraclone Sciences, Inc. that were exchanged for PharmAthene options pursuant to the Merger) as to twenty-five percent (25%) of the total number of shares subject to outstanding Equity Awards. Notwithstanding the provisions of this Section 7.2.3, the Board may in its sole discretion provide for additional vesting of the Options or other past or future equity awards made to Executive upon termination under this Section 7.2.

Termination in Absence of a Change of Control. Subject to Section 7.4 and provided that (i) Executive executes a binding Termination Release Agreement in a form specified by the Company substantially as attached as Exhibit A within sixty twenty-one (6021) days from his Termination Date as set forth therein and (ii) Executive resigns his position as a member of the Board, in the event of the Executive’s Termination in the Absence of a Change of Control, in addition to the benefits provided under Section 7.1 of this Agreement, Executive shall be entitled to the following benefits: 7.2.1 Executive shall receive an amount equal to twelve eighteen (1218) months of Executive’s Base Salary, payable in one lump sum (the “Severance Amount”)sum. 7.2.2 The Company will reimburse Executive for monthly premiums paid for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period of twelve up to eighteen (1218) months after Executive’s Termination Date, provided Executive timely elects COBRA continuation coverage. Such premium reimbursement shall cease on the date that Executive becomes covered under another group health plan. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide Executive a lump sum payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue group health coverage for a period of up to twelve eighteen (1218) months, which payment shall be made regardless of whether Executive elects COBRA continuation coverage. 7.2.3 Executive shall receive an amount equal to Executive’s Target Bonus less any previously paid advances on such bonus for the fiscal year in which the Termination in the Absence of a Change of Control occurs, prorated for the number of days of Executive’s service to the Company for such year, payable in one lump sum. If such termination were to occur in the second (2nd) half of the fiscal year, the first (1st) half incentive plan funded percentage would be used and a performance rating factor of 1.0 in calculating the amount owed would be used. 7.2.4 Executive will receive accelerated vesting of any outstanding Equity Awards equity awards (including, for the avoidance of doubt, the Options, future Equity Awards and the stock options carried over from Theraclone Sciences, Inc. that were exchanged for PharmAthene options pursuant to the Merger) as to twenty-five percent (25%) if executive had provided an additional 6 months of service measured from the total number of shares subject to outstanding Equity AwardsTermination Date. Notwithstanding the provisions of this Section 7.2.37.2.4, the Board may in its sole discretion provide for additional vesting of the Options or other past or future equity awards made to Executive upon termination under this Section 7.2.