Common use of Termination without Cause or Resignation for Good Reason in Connection with a Change in Control Clause in Contracts

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, upon the occurrence of, or within the eighteen (18) months following, the effective date of a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will provide the following separation benefits: (i) a single lump sum payment equal to the sum of (A) one hundred fifty percent (150%) of Executive’s annual Base Salary as of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding the Change in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occurs, payable on the sixtieth day following the effective date of the termination, (ii) if Executive (or his estate, if applicable) elects to continue his health insurance coverage under COBRA following the termination, then the Company shall pay the monthly premiums for such coverage until the earliest of (A) the date that is twelve (12) months following termination, (B) the expiration of such continuation coverage under COBRA, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment of the COBRA premiums hereunder is or may be discriminatory under Section 105(h) of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdings; and (iii) accelerated vesting of all unvested equity awards such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of all such equity awards, and to the extent any such equity awards are stock options, Executive will have twelve (12) months from the date of termination in which to exercise such options (but not beyond the expiration date of the options). Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with Executive’s death or Disability.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment without CauseIf, or if Executive resigns for Good Reason, upon the occurrence of, or within the eighteen three (183) months following, immediately preceding or twelve (12) months immediately following the effective date of a Change in Control, thenExecutive’s employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause or a Resignation for Good Reason, Company shall pay Executive: (1) all unpaid Base Salary, earned through the date of termination, less required deductions and withholdings; (2) Bonus pursuant to Section 5(b) above for any year that has been completed through the date of termination, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred in addition accordance with Company policy. In addition, upon Executive’s furnishing to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking Company the Release and Waiver within the time periods specified frame set forth therein, the Company will provide the but in no event later than forty-five (45) days following separation benefitsExecutive’s termination date, Executive shall be entitled to: (i1) a single lump lump-sum payment in an amount equal to the sum of six (A6) one hundred fifty percent (150%) months of Executive’s annual then-current Base Salary as Salary, subject to standard payroll deductions and withholdings, payable within ten (10) business days of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect such coverage, the continuation of the termination (or, if higher, Executive’s Base Salary immediately preceding the Change in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occurs, payable on the sixtieth day following the effective date of the termination, (ii) if Executive (or his estate, if applicable) elects to continue his group health insurance continuation coverage under COBRA following at the termination, then the Company shall pay the monthly premiums Company’s expense for such coverage until the earliest a period of six (A) the date that is twelve (126) months following terminationthe termination date; provided, (B) however, that in the expiration of such continuation coverage under COBRA, and (C) the date when event Executive obtains substantially equivalent health becomes eligible for comparable group insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment of the COBRA premiums hereunder is or may be discriminatory under Section 105(h) of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including any variable compensation income to Executiveplan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to all applicable withholdings; each of Executive’s Equity Awards and (iii) accelerated vesting of all unvested equity awards such that, on the effective date of the Release, the Executive Stock Options shall be vested in accelerated such that one hundred percent (100%) of all such equity awardssaid shares shall be deemed fully-vested and, and to the extent any such equity awards are stock optionsif applicable, Executive will have twelve (12) months from immediately exercisable effective as of the date of termination in which such termination. The right to exercise such options (but not beyond Stock Options shall accelerate automatically and vest in full, effective as of immediately prior to the expiration date of the options). Executive acknowledges that his exercise consummation of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described Change in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section 4.5.3) will disqualify unless and until the option from being treated period for revocation, as an incentive stock option provided by applicable law, shall have expired. In the event Executive is eligible for Severance Benefits under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 422 of the Code, and will result in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with Executive’s death 12(b) or Disability12(f) herein.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Subject to the Company terminates provisions set forth in this Agreement, in the case of a termination of Executive’s employment without Cause, hereunder Without Cause in accordance with Section 1.5.4 above or if Executive resigns the resignation of Executive’s employment hereunder for Good ReasonReason in accordance with Section 1.5.5 above, upon the occurrence ofin each case, 60 days prior to or within the eighteen (18) 12 months following, the effective date of after a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will shall provide the following separation benefits: severance package (“CIC Severance Package”): (i) a single lump sum payment equal Company shall pay Executive an amount equivalent to the sum of (A) one hundred fifty percent (150%) six months of Executive’s annual then Base Salary as plus 50% percent of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding Bonus Base, subject to the Change tax withholding specified in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occursSections 1.4.1 and 1.4.2 above, payable on the sixtieth day following the effective date of the termination, as set forth herein (“CIC Severance Payment”); (ii) if to the extent Executive (or his estateparticipates in any medical, if applicable) elects prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to continue his health insurance coverage under COBRA following the terminationTermination Date, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to 6 times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRAsuch plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Part 6 of Title 1 of the COBRA premiums hereunder Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is or may be discriminatory under Section 105(h) not obligated to, use such payment toward the cost of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingscontinuation coverage premiums); and (iii) accelerated vesting one-hundred percent of all any unvested shares subject to any equity awards grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such that, release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the effective first payday following the 30th day after Executive’s termination date of the Releaseand continue over a 6 month period in equal installments, the Executive shall be vested in one hundred percent (100%) of all such equity awards, and with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the extent any such equity awards are stock options, Executive will have twelve (12) months from Company under the date of termination in which Proprietary Information and Inventions Agreement. The Company’s obligation to exercise such options (but not beyond pay and Executive’s right to receive the expiration date of the options). Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result CIC Severance Package set forth herein shall cease in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with event of Executive’s death breach of any of his obligations under this Agreement or Disabilitythe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Subject to the Company terminates provisions set forth in this Agreement, in the case of a termination of Executive’s employment without Cause, hereunder Without Cause in accordance with Section 1.5.4 above or if Executive resigns the resignation of Executive’s employment hereunder for Good ReasonReason in accordance with Section 1.5.5 above, upon the occurrence ofin each case, sixty days prior to or within the eighteen (18) twelve months following, the effective date of after a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will shall provide the following separation benefits: severance package (“CIC Severance Package”): (i) a single lump sum payment equal Company shall pay Executive an amount equivalent to the sum of (A) one hundred fifty percent (150%) six months of Executive’s annual then Base Salary as plus fifty percent of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding Bonus Base, subject to the Change tax withholding specified in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occursSections 1.4.1 and 1.4.2 above, payable on the sixtieth day following the effective date of the termination, as set forth herein (“CIC Severance Payment”); (ii) if to the extent Executive (or his estateparticipates in any medical, if applicable) elects prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to continue his health insurance coverage under COBRA following the terminationTermination Date, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to six times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse or domestic partner and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRAsuch plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Part 6 of Title 1 of the COBRA premiums hereunder Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is or may be discriminatory under Section 105(h) not obligated to, use such payment toward the cost of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingscontinuation coverage premiums); and (iii) accelerated vesting one-hundred percent of all any unvested shares subject to any equity awards grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such that, release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the effective first payday following the 30th day after Executive’s termination date of the Releaseand continue over a twelve month period in equal installments, the Executive shall be vested in one hundred percent (100%) of all such equity awards, and with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the extent any such equity awards are stock options, Executive will have twelve (12) months from Company under the date of termination in which Proprietary Information and Inventions Agreement. The Company’s obligation to exercise such options (but not beyond pay and Executive’s right to receive the expiration date of the options). Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result CIC Severance Package set forth herein shall cease in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with event of Executive’s death material breach of any of her obligations under this Agreement or Disabilitythe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Subject to the Company terminates provisions set forth in this Agreement, in the case of a termination of Executive’s 's employment without Cause, hereunder Without Cause in accordance with Section 1.5.4 above or if Executive resigns the resignation of Executive's employment hereunder for Good ReasonReason in accordance with Section 1.5.5 above, upon the occurrence ofin each case, 60 days prior to or within the eighteen (18) 12 months following, the effective date of after a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will shall provide the following separation benefits: severance package ("CIC Severance Package" ): (i) a single lump sum payment equal Company shall pay Executive an amount equivalent to six months of Executive's then Base Salary plus 50% percent of Executive's Bonus Base, subject to the sum of (A) one hundred fifty percent (150%) of Executive’s annual Base Salary as of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding the Change tax withholding specified in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occursSections 1.4.1 and 1.4.2 above, payable on the sixtieth day following the effective date of the termination, as set forth herein ("CIC Severance Payment" ); (ii) if to the extent Executive (or his estateparticipates in any medical, if applicable) elects prescription drug, dental, vision and any other "group health plan" of the Company immediately prior to continue his health insurance coverage under COBRA following the terminationTermination Date, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to 6 times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive's spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRAsuch plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Part 6 of Title 1 of the COBRA premiums hereunder Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive's termination date (Executive may, but is or may be discriminatory under Section 105(h) not obligated to, use such payment toward the cost of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingscontinuation coverage premiums); and (iii) accelerated vesting one-hundred percent of all any unvested shares subject to any equity awards grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company's obligation to provide Executive with the CIC Severance Package is contingent upon Executive's execution of a general release of claims satisfactory to the Company, with such that, release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the effective first payday following the 30th day after Executive's termination date of the Releaseand continue over a 6 month period in equal installments, the Executive shall be vested in one hundred percent (100%) of all such equity awards, and with payments made on Company's regular paydays. Such release will not affect Executive's continuing obligations to the extent any such equity awards are stock options, Executive will have twelve (12) months from Company under the date of termination in which Proprietary Information and Inventions Agreement. The Company’s obligation to exercise such options (but not beyond pay and Executive’s right to receive the expiration date of the options). Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result CIC Severance Package set forth herein shall cease in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with event of Executive’s death 's breach of any of her obligations under this Agreement or Disabilitythe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Subject to the Company terminates provisions set forth in this Agreement, in the case of a termination of Executive’s employment without Cause, hereunder Without Cause in accordance with Section 1.5.4 above or if Executive resigns the resignation of Executive’s employment hereunder for Good ReasonReason in accordance with Section 1.5.5 above, upon the occurrence ofin each case, sixty days prior to or within the eighteen (18) twelve months following, the effective date of after a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will shall provide the following separation benefits: severance package (“CIC Severance Package”): (i) a single lump sum payment equal Company shall pay Executive an amount equivalent to the sum of (A) one hundred fifty percent (150%) six months of Executive’s annual then Base Salary as plus fifty percent of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding Bonus Base, subject to the Change tax withholding specified in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occursSections 1.4.1 and 1.4.2 above, payable on the sixtieth day following the effective date of the termination, as set forth herein (“CIC Severance Payment”); (ii) if to the extent Executive (or his estateparticipates in any medical, if applicable) elects prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to continue his health insurance coverage under COBRA following the terminationTermination Date, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to six times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRAsuch plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Part 6 of Title 1 of the COBRA premiums hereunder Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is or may be discriminatory under Section 105(h) not obligated to, use such payment toward the cost of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingscontinuation coverage premiums); and (iii) accelerated vesting one-hundred percent of any unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a twelve month period in equal installments, with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the CIC Severance Package set forth herein shall cease in the event of Executive’s material breach of any of his obligations under this Agreement or the Proprietary Information and Inventions Agreement. For the purposes of this Agreement, “Change in Control” shall mean (i) a merger or consolidation or the sale, or exchange by the stockholders of the Company of all unvested equity awards such that, on the effective date or substantially all of the Releasecapital stock of the Company, where the Executive shall be vested stockholders of the Company immediately before such transaction do not obtain or retain, directly or indirectly, at least a majority of the beneficial interest in one hundred percent the voting stock or other voting equity of the surviving or acquiring corporation or other surviving or acquiring entity, in substantially the same proportion as before such transaction, or (100%ii) the sale or exchange of all or substantially all of the Company’s assets (other than a sale or transfer to a subsidiary of the Company as defined in Section 424(f) of all such equity awardsthe Internal Revenue Code of 1986, and to as amended) where the extent any such equity awards are stock options, Executive will have twelve (12) months from the date of termination in which to exercise such options (but not beyond the expiration date stockholders of the options). Executive acknowledges that his exercise of Company immediately before such sale or exchange do not obtain or retain, directly or indirectly, at least a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 majority of the Code, and will result beneficial interest in the option being deemed a nonqualified voting stock option except or other voting equity of the corporation or other entity acquiring the Company’s assets, in certain limited circumstances in connection with Executive’s death or Disabilitysubstantially the same proportion as before such transaction.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Subject to the Company terminates provisions set forth in this Agreement, in the case of a termination of Executive’s employment without Cause, hereunder Without Cause in accordance with Section 1.5.4 above or if Executive resigns the resignation of Executive’s employment hereunder for Good ReasonReason in accordance with Section 1.5.5 above, upon the occurrence ofin each case, sixty days prior to or within the eighteen (18) twelve months following, the effective date of after a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will shall provide the following separation benefits: severance package (“CIC Severance Package”): (i) a single lump sum payment equal Company shall pay Executive an amount equivalent to the sum of (A) one hundred fifty percent (150%) twelve months of Executive’s annual then Base Salary as plus one-hundred percent of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding Bonus Base, subject to the Change tax withholding specified in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occursSections 1.4.1 and 1.4.2 above, payable on the sixtieth day following the effective date of the termination, as set forth herein (“CIC Severance Payment”); (ii) if to the extent Executive (or his estateparticipates in any medical, if applicable) elects prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to continue his health insurance coverage under COBRA following the terminationTermination Date, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to twelve times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRAsuch plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Part 6 of Title 1 of the COBRA premiums hereunder Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is or may be discriminatory under Section 105(h) not obligated to, use such payment toward the cost of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingscontinuation coverage premiums); and (iii) accelerated vesting one-hundred percent of all any unvested shares subject to any equity awards grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such that, release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the effective first payday following the 30th day after Executive’s termination date of the Releaseand continue over a twelve month period in equal installments, the Executive shall be vested in one hundred percent (100%) of all such equity awards, and with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the extent any such equity awards are stock options, Executive will have twelve (12) months from Company under the date of termination in which Proprietary Information and Inventions Agreement. The Company’s obligation to exercise such options (but not beyond pay and Executive’s right to receive the expiration date of the options). Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result CIC Severance Package set forth herein shall cease in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with event of Executive’s death material breach of any of his obligations under this Agreement or Disabilitythe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Subject to the Company terminates provisions set forth in this Agreement, in the case of a termination of Executive’s employment without Cause, hereunder Without Cause in accordance with Section 1.5.4 above or if Executive resigns the resignation of Executive’s employment hereunder for Good ReasonReason in accordance with Section 1.5.5 above, upon the occurrence ofin each case, sixty days prior to or within the eighteen (18) twelve months following, the effective date of after a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will shall provide the following separation benefits: severance package (“CIC Severance Package”): (i) a single lump sum payment equal Company shall pay Executive an amount equivalent to the sum of (A) one hundred fifty percent (150%) six months of Executive’s annual then Base Salary as plus fifty percent of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding Bonus Base, subject to the Change tax withholding specified in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occursSections 1.4.1 and 1.4.2 above, payable on the sixtieth day following the effective date of the termination, as set forth herein (“CIC Severance Payment”); (ii) if to the extent Executive (or his estateparticipates in any medical, if applicable) elects prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to continue his health insurance coverage under COBRA following the terminationTermination Date, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to six times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRAsuch plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Part 6 of Title 1 of the COBRA premiums hereunder Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is or may be discriminatory under Section 105(h) not obligated to, use such payment toward the cost of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingscontinuation coverage premiums); and (iii) accelerated vesting one-hundred percent of all any unvested shares subject to any equity awards grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such that, release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the effective first payday following the 30th day after Executive’s termination date of the Releaseand continue over a twelve month period in equal installments, the Executive shall be vested in one hundred percent (100%) of all such equity awards, and with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the extent any such equity awards are stock options, Executive will have twelve (12) months from Company under the date of termination in which Proprietary Information and Inventions Agreement. The Company’s obligation to exercise such options (but not beyond pay and Executive’s right to receive the expiration date of the options). Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result CIC Severance Package set forth herein shall cease in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with event of Executive’s death material breach of any of his obligations under this Agreement or Disabilitythe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment terminates without Cause, Cause pursuant to Section 3(a)(iv) or if Executive resigns due to Executive’s resignation for Good ReasonReason pursuant to Section 3(a)(v), upon the occurrence of, or in either case within the eighteen (18) months following, the effective date of two years following a Change in ControlControl (as defined below), then, subject to Executive signing within the period of time set forth therein, and not revoking, the Release) and Executive’s continued compliance with Sections 5, 6, and 7, the Executive shall receive, in addition to the amounts described payments and benefits set forth in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein3(b), the Company will provide the following separation benefits: following: (i) a single lump sum payment an amount in cash equal to the sum of (A) one hundred fifty percent (150%) of Executive’s annual Base Salary as of the date of the termination (or, if higher, 3.00 multiplied by Executive’s Base Salary immediately preceding the Change in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Executive’s Target Annual Bonus paid or payable to Executive for the year immediately preceding the year in during which the termination of employment occurs, payable on in accordance with the sixtieth day Company’s regular payroll practices in a lump sum within sixty (60) days following the date on which the Release becomes effective date of and irrevocable (or if the terminationperiod in which such Release may become effective and irrevocable spans two calendar years, in the later calendar year); (ii) if Executive any earned but unpaid Annual Bonus for the fiscal year prior to the year that includes the date of termination, payable when such annual bonuses are otherwise paid to Company executives and in all events during the year that includes the date of termination; (or his estate, if applicableiii) elects accelerated vesting and settlement of any unvested portion of the Make-Whole RSUs; and (iv) subject to continue his health insurance Executive’s timely election of continuation coverage under COBRA following the terminationConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), then and subject to Executive’s copayment of premium amounts at the active employees’ rate, the Company shall pay the monthly remainder of the premiums for such coverage until Executive’s and his eligible dependent’s participation in the earliest Company’s group health plans pursuant to COBRA for a period ending on the earlier of (A) the 18-month anniversary of the date that is twelve (12) months following of termination, ; (B) Executive becoming eligible for other group health benefits, or (C) the expiration of such continuation coverage Executive’s rights under COBRA, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, ; provided, however, that should in the event that the benefits provided herein would subject the Company reasonably determine that continued payment or any of its affiliates to any tax or penalty under the COBRA premiums hereunder is Patient Protection and Affordable Care Act or may be discriminatory under Section 105(h) of the Internal Revenue Code or would otherwise cause adverse tax consequences to of 1986 (the “Code”), Executive and the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income agree to Executive, subject work together in good faith to all applicable withholdings; and restructure the foregoing benefit. (iiiv) accelerated vesting of all unvested equity awards such that, on the effective date of the Release, the Executive shall not be vested in one hundred percent (100%) obligated to mitigate the amount of all such equity awardsany payments or benefits otherwise payable hereunder by seeking other employment, and or otherwise, nor shall the amounts payable to the extent Executive hereunder be reduced by, or setoff against, any such equity awards are stock optionscompensation or other amounts earned by Executive from any subsequent employer, Executive will have twelve (12) months from the date of termination in which to exercise such options (but not beyond the expiration date of the options). Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended postself-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with Executive’s death or Disabilityotherwise.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Subject to the Company terminates provisions set forth in this Agreement, in the case of a termination of Executive’s employment without Cause, hereunder Without Cause in accordance with Section 1.5.4 above or if Executive resigns the resignation of Executive’s employment hereunder for Good ReasonReason in accordance with Section 1.5.5 above, upon the occurrence ofin each case, sixty days prior to or within the eighteen (18) twelve months following, the effective date of after a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will shall provide the following separation benefits: severance package (“CIC Severance Package”): (i) a single lump sum payment equal Company shall pay Executive an amount equivalent to the sum of (A) one hundred fifty percent (150%) six months of Executive’s annual then Base Salary as plus fifty percent of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding Bonus Base, subject to the Change tax withholding specified in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occursSections 1.4.1 and 1.4.2 above, payable on the sixtieth day following the effective date of the termination, as set forth herein (“CIC Severance Payment”); (ii) if to the extent Executive (or his estateparticipates in any medical, if applicable) elects prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to continue his health insurance coverage under COBRA following the terminationTermination Date, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to six times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRAsuch plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Part 6 of Title 1 of the COBRA premiums hereunder Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is or may be discriminatory under Section 105(h) not obligated to, use such payment toward the cost of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingscontinuation coverage premiums); and (iii) accelerated vesting one-hundred percent of all any unvested shares subject to any equity awards grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such that, release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the effective first payday following the 30th day after Executive’s termination date of the Releaseand continue over a twelve month period in equal installments, the Executive shall be vested in one hundred percent (100%) of all such equity awards, and with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the extent any such equity awards are stock options, Executive will have twelve (12) months from Company under the date of termination in which to exercise such options (but not beyond the expiration date of the options). Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with Executive’s death or Disability.Proprietary Information and

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Subject to the Company terminates provisions set forth in this Agreement, in the case of a termination of Executive’s employment without Cause, hereunder Without Cause in accordance with Section 1.5.4 above or if Executive resigns the resignation of Executive’s employment hereunder for Good ReasonReason in accordance with Section 1.5.5 above, upon the occurrence ofin each case, sixty days prior to or within the eighteen (18) twelve months following, the effective date of after a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will shall provide the following separation benefits: severance package (“CIC Severance Package”): (i) a single lump sum payment equal Company shall pay Executive an amount equivalent to the sum of (A) one hundred fifty percent (150%) twelve months of Executive’s annual then Base Salary as plus one-hundred percent of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding Bonus Base, subject to the Change tax withholding specified in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occursSections 1.4.1 and 1.4.2 above, payable on the sixtieth day following the effective date of the termination, as set forth herein (“CIC Severance Payment”); (ii) if to the extent Executive (or his estateparticipates in any medical, if applicable) elects prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to continue his health insurance coverage under COBRA following the terminationTermination Date, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to twelve times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRAsuch plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Part 6 of Title 1 of the COBRA premiums hereunder Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is not obligated to, use such payment toward the cost of continuation coverage premiums). Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such release becoming effective on or may be discriminatory under Section 105(h) before 30 days following Executive’s termination date. Payment of the Code or would otherwise cause adverse tax consequences CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a twelve month period in equal installments, with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive, subject ’s right to all applicable withholdings; and (iii) accelerated vesting of all unvested equity awards such that, on receive the effective date of the Release, the Executive CIC Severance Package set forth herein shall be vested in one hundred percent (100%) of all such equity awards, and to the extent any such equity awards are stock options, Executive will have twelve (12) months from the date of termination in which to exercise such options (but not beyond the expiration date of the options). Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result cease in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with event of Executive’s death material breach of any of his obligations under this Agreement or Disabilitythe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Subject to the Company terminates provisions set forth in this Agreement, in the case of a termination of Executive’s employment without Cause, hereunder Without Cause in accordance with Section 1.5.4 above or if Executive resigns the resignation of Executive’s employment hereunder for Good ReasonReason in accordance with Section 1.5.5 above, upon the occurrence ofin each case, sixty days prior to or within the eighteen (18) twelve months following, the effective date of after a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will shall provide the following separation benefits: severance package (“CIC Severance Package”): (i) a single lump sum payment equal Company shall pay Executive an amount equivalent to the sum of (A) one hundred fifty percent (150%) twelve months of Executive’s annual then Base Salary as plus one-hundred percent of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding Bonus Base, subject to the Change tax withholding specified in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occursSections 1.4.1 and 1.4.2 above, payable on the sixtieth day following the effective date of the termination, as set forth herein (“CIC Severance Payment”); (ii) if to the extent Executive (or his estateparticipates in any medical, if applicable) elects prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to continue his health insurance coverage under COBRA following the terminationTermination Date, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to twelve times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRAsuch plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Part 6 of Title 1 of the COBRA premiums hereunder Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is or may be discriminatory under Section 105(h) not obligated to, use such payment toward the cost of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingscontinuation coverage premiums); and (iii) accelerated vesting one-hundred percent of all any unvested shares subject to any equity awards grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such that, release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the effective first payday following the 30th day after Executive’s termination date and continue over a twelve month period in equal installments, with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the CIC Severance Package set forth herein shall cease in the event of Executive’s material breach of any of his obligations under this Agreement or the ReleaseProprietary Information and Inventions Agreement.” 4. Except as specifically amended, the Executive Employment Agreement shall remain in full force and effect as originally executed. On or after the date hereof, each reference in the Employment Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Employment Agreement as amended by hereby. 5. This Amendment may be signed in counterparts, including by DocuSign or .PDF format, each of which shall be vested in one hundred percent (100%) of all such equity awardsan original, and to with the extent any such equity awards are stock options, Executive will have twelve (12) months from same effect as if the date of termination in which to exercise such options (but not beyond signatures were upon the expiration date of the options). Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with Executive’s death or Disabilitysame instruments.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Subject to the Company terminates provisions set forth in this Agreement, in the case of a termination of Executive’s employment without Cause, hereunder Without Cause in accordance with Section 1.5.4 above or if Executive resigns the resignation of Executive’s employment hereunder for Good ReasonReason in accordance with Section 1.5.5 above, in each case, 60 days prior to, upon the occurrence of, or within the eighteen (18) 12 months following, the effective date of after a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will shall provide the following separation benefits: severance package (“CIC Severance Package”): (i) a single lump sum payment equal Company shall pay Executive an amount equivalent to the sum of (A) one hundred fifty percent (150%) 12 months of Executive’s annual then Base Salary as plus one-hundred percent of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding Bonus Base, subject to the Change tax withholding specified in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occursSections 1.4.1 and 1.4.2 above, payable on the sixtieth day following the effective date of the termination, as set forth herein (“CIC Severance Payment”); (ii) if to the extent Executive (or his estateparticipates in any medical, if applicable) elects prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to continue his health insurance coverage under COBRA following the terminationTermination Date, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to 12 times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRAsuch plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Part 6 of Title 1 of the COBRA premiums hereunder Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is or may be discriminatory under Section 105(h) not obligated to, use such payment toward the cost of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingscontinuation coverage premiums); and (iii) accelerated vesting of all unvested equity awards such that, on the effective date of the Release, the Executive shall be vested in one one-hundred percent (100%) of all such any unvested shares subject to any equity awards, grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the extent any Company, with such equity awards are stock options, Executive release becoming effective on or before 30 days following Executive’s termination date. Such release will have twelve (12) months from not affect Executive’s continuing obligations to the date of termination in which to exercise such options (but not beyond Company under the expiration date Proprietary Information and Inventions Agreement. Payment of the options)CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a 12-month period in equal installments, with payments made on Company’s regular paydays. Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during The Company’s obligation to pay and Executive’s right to receive the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result CIC Severance Package set forth herein shall cease in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with event of Executive’s death material breach of any of his obligations under this Agreement or Disabilitythe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Subject to the Company terminates provisions set forth in this Agreement, in the case of a termination of Executive’s employment without Cause, hereunder Without Cause in accordance with Section 1.5.4 above or if Executive resigns the resignation of Executive’s employment hereunder for Good ReasonReason in accordance with Section 1.5.5 above, upon the occurrence ofin each case, sixty days prior to or within the eighteen (18) twelve months following, the effective date of after a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will shall provide the following separation benefits: severance package (“CIC Severance Package”): (i) a single lump sum payment equal Company shall pay Executive an amount equivalent to the sum of (A) one hundred fifty percent (150%) twelve months of Executive’s annual then Base Salary as plus one-hundred percent of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding Bonus Base, subject to the Change tax withholding specified in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occursSections 1.4.1 and 1.4.2 above, payable on the sixtieth day following the effective date of the termination, as set forth herein (“CIC Severance Payment”); (ii) if to the extent Executive (or his estateparticipates in any medical, if applicable) elects prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to continue his health insurance coverage under COBRA following the terminationTermination Date, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to twelve times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse or domestic partner and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRAsuch plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Part 6 of Title 1 of the COBRA premiums hereunder Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is or may be discriminatory under Section 105(h) not obligated to, use such payment toward the cost of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingscontinuation coverage premiums); and (iii) accelerated vesting one-hundred percent of all any unvested shares subject to any equity awards grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such that, release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the effective first payday following the 30th day after Executive’s termination date of the Releaseand continue over a twelve month period in equal installments, the Executive shall be vested in one hundred percent (100%) of all such equity awards, and with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the extent any such equity awards are stock options, Executive will have twelve (12) months from Company under the date of termination in which Proprietary Information and Inventions Agreement. The Company’s obligation to exercise such options (but not beyond pay and Executive’s right to receive the expiration date of the options). Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result CIC Severance Package set forth herein shall cease in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with event of Executive’s death material breach of any of his obligations under this Agreement or Disabilitythe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Subject to the Company terminates provisions set forth in this Agreement, in the case of a termination of Executive’s employment without Cause, hereunder Without Cause in accordance with Section 1.5.4 above or if Executive resigns the resignation of Executive’s employment hereunder for Good ReasonReason in accordance with Section 1.5.5 above, upon the occurrence ofin each case, sixty days prior to or within the eighteen (18) twelve months following, the effective date of after a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will shall provide the following separation benefits: severance package (“CIC Severance Package”): (i) a single lump sum payment equal Company shall pay Executive an amount equivalent to the sum of (A) one hundred fifty percent (150%) twelve months of Executive’s annual then Base Salary as plus one-hundred percent of the date of the termination (or, if higher, Executive’s Base Salary immediately preceding Bonus Base, subject to the Change tax withholding specified in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or payable to Executive for the year immediately preceding the year in which the termination occursSections 1.4.1 and 1.4.2 above, payable on the sixtieth day following the effective date of the termination, as set forth herein (“CIC Severance Payment”); (ii) if to the extent Executive (or his estateparticipates in any medical, if applicable) elects prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to continue his health insurance coverage under COBRA following the terminationTermination Date, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to twelve times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRAsuch plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Part 6 of Title 1 of the COBRA premiums hereunder Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is or may be discriminatory under Section 105(h) not obligated to, use such payment toward the cost of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingscontinuation coverage premiums); and (iii) accelerated vesting one-hundred percent of all any unvested shares subject to any equity awards grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such that, release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the effective first payday following the 30th day after Executive’s termination date of the Releaseand continue over a twelve month period in equal installments, the Executive shall be vested in one hundred percent (100%) of all such equity awards, and with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the extent any such equity awards are stock options, Executive will have twelve (12) months from Company under the date of termination in which Proprietary Information and Inventions Agreement. The Company’s obligation to exercise such options (but not beyond pay and Executive’s right to receive the expiration date of the options). Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.3) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, and will result CIC Severance Package set forth herein shall cease in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with event of Executive’s death material breach of any of her obligations under this Agreement or Disabilitythe Proprietary Information and Inventions Agreement.