Common use of Termination without Cause or Resignation with Good Reason Clause in Contracts

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) Accelerated vesting, as of the Termination Date, of any stock options that would have otherwise vested within six months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice, and upon compliance with Section 6(h) below. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The A Pro-Rata Bonus, payable within 2 ½ two and one-half (2½) months following the end of the fiscal year in which the Termination Date occurs; (iviii) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month twelve (12)-month period beginning with the first regularly scheduled payroll date that occurs more than 30 thirty (30) days following the Termination Date; (viv) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 twelve (12) months (or, if less, for the duration that such COBRA coverage is available to Executive), payable in equal installments consistent with the Company’s normal payroll schedule over the twelve (12)-month period beginning with the first regularly scheduled payroll date that occurs more than thirty (30) days following the Termination Date; and (viv) Accelerated vestingVesting, as of the Termination Dateimmediately prior to such termination, of any stock options outstanding Equity Awards that would have otherwise not previously vested within six months following and, if the Termination Datetermination by the Company or the Executive pursuant to this Section 6(e) is more than one year after a Change in Control, the Executive shall have a period of up to one year after such termination to exercise such Equity Awards.

Termination without Cause or Resignation with Good Reason. The Company may terminate In the Term event of Employment without Cause, and (i) the termination of the employment of the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (for any reason other than due to the Executive’s by death or Disability) or by (ii) the resignation of the Executive from the Company for Good Reason, in either case prior the Company shall pay or provide to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (a) any earned and accrued but unpaid installment of base salary through the date of the Executive's resignation or termination at the rate in effect at the time of such resignation or termination (or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason) and all other unpaid amounts to which the Executive is entitled as of such date under any compensation plan or program of the Company, including, without limitation, all accrued vacation time; such payments to be made in a lump sum within 30 days following the date of resignation or termination; and (b) in lieu of any further salary payments to the Executive for periods subsequent to his date of resignation or termination, an amount equal to the sum of (i) The Accrued Obligationsthe Executive's annual base salary in effect as of the date of the Executive's resignation or termination (or, payable as if greater, the Executive's annual base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason) and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus the average of the annual bonus amounts that were earned by the Executive as bonus compensation from the Company and/or SSH for the most recent three years in respect which bonuses were paid to any completed fiscal year that has ended on or the Executive which occurred prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable Executive's resignation or termination occurred; such payment to be made in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than a lump sum within 30 days following the Termination Date;date of Executive's resignation or termination; and (vc) Provided that for a period of not less than one year following the Executive timely elects continued coverage under COBRAExecutive's date of resignation or termination, the Company will shall reimburse the Executive for the monthly COBRA cost reasonable expenses incurred by him in seeking employment with another employer including the fees of continued health and dental coverage a reputable outplacement organization, up to a maximum of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive)$25,000; and (vid) Accelerated vestingthe Company shall maintain in full force and effect for one year following the date of the Executive's resignation or termination, for the continued benefit of the Executive, all employee welfare benefit plans and perquisite programs in which the Executive was entitled to participate immediately prior to the Executive's resignation or termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall, at its sole cost and expense, arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred; and (e) with respect to any Award granted to the Executive pursuant to the Plan which is subject to future vesting and/or other restrictions regarding the exercisability or full enjoyment of the Award as of the Termination Datedate of the Executive's resignation or termination (if any), then, notwithstanding the terms of any stock options that would have otherwise the Plan or the certificate evidencing the Award thereunder, the continued vesting or lapse of restrictions with respect to such Award shall not cease with reference to such termination or resignation, but shall continue during the duration of the term of the Award in accordance with the schedule set forth in the certificate evidencing such Award as if the Executive's employment with the Company had continued throughout such vesting and/or lapse of restriction period. In addition, with respect to each Award granted to the Executive pursuant to the Plan (whether or not fully vested within six months following or free of restrictions at the Termination Datetime of termination or resignation hereunder), the exercisability and the full enjoyment of such Award shall not terminate with reference to such termination or resignation, but shall be extended for the duration of the entire term of the Award in accordance with the Plan and/or the certificate evidencing such Award as if the Executive's employment with the Company had continued during such entire term, notwithstanding the terms of the Plan or the certificate evidencing the Award thereunder.

Termination without Cause or Resignation with Good Reason. The Company Insmed may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company Insmed without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year two years after a Change in Control, the Executive shall be entitled to the following: (i) i. The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) . Any earned but unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) . The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) . The Severance Amount, payable in equal installments consistent with the CompanyInsmed’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) v. Provided that the Executive timely elects continued coverage under COBRA, the Company Insmed will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his her qualified beneficiaries paid by the Executive under the health and dental plans of the CompanyInsmed, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the CompanyInsmed, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) . Accelerated vesting, as of the Termination Date, vesting of any stock options time-based Equity Awards that would have otherwise vested within six 12 months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate Other than in the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control as defined in the Executive Change In Control Agreement referred to in Section VII(K) below, if the Company terminates Executive’s employment without Cause or more than one year after a Change in ControlExecutive terminates her employment for Good Reason, the then Executive shall be entitled to receive the followingfollowing termination payments: (i1) The Accrued ObligationsStandard Termination Payments, payable as well as any benefits provided for in the Equity Plan and when those amounts Cash Plan; and (2) As severance pay, and subject to Executive’s execution and non-revocation of a release and waiver agreement provided to Executive by the Company, and so long as Executive is in compliance with Section IV of this Agreement, an amount equal to the greater of (a) the amount of remaining Salary that Executive would have been paid earned if she had continued employment with the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to Company through the Termination Date, payable within 2 ½ months following the last day expiration of the month in which then-remaining term of this Agreement, or (b) one times Executive’s Salary plus one times the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end greater of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse cash incentive payment paid to the Executive for the monthly COBRA prior fiscal year or the Target Cash Compensation for the current fiscal year. The payments hereunder will be paid within five business days, provided, however the payment may be delayed as required to avoid additional tax for a “specified employee” under Section 409A as stated in Section VII(G). The Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Company for Executive prior to her termination at no premium cost to Executive, except to the extent such coverage may be changed in its application to all Company employees. Such coverage shall cease upon the earlier of continued health and dental coverage (i) the expiration of the Executive and his qualified beneficiaries paid by remaining term of this Agreement or (ii) eighteen (18) months after the Executive under Executive’s date of termination. If the health and dental plans provision of any of the Company, less benefits covered by this Section would trigger the amount that the Executive would be required to contribute for health 20% excise tax and dental coverage if the Executive were an active employee interest penalties under Section 409A of the CompanyCode, for 12 months then the benefit(s) that would trigger such tax and interest penalties shall not be provided (orcollectively the “Excluded Benefits”), if less, for and in lieu of the duration that such COBRA coverage is available Excluded Benefits the Company will pay to Executive); and (vi) Accelerated vesting, as in a lump sum within thirty business days following termination of employment or thirty business days after such determination, should it occur after termination of employment, a cash amount equal to the Termination Date, cost to the Bank of any stock options that would have otherwise vested within six months following providing the Termination DateExcluded Benefits.

Termination without Cause or Resignation with Good Reason. The Company Insmed may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company Insmed without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year two years after a Change in Control, the Executive shall be entitled to the following: (i) i. The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) . Any earned but unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) . The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) . The Severance Amount, payable in equal installments consistent with the CompanyInsmed’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) v. Provided that the Executive timely elects continued coverage under COBRA, the Company Insmed will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the CompanyInsmed, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the CompanyInsmed, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) . Accelerated vesting, as of the Termination Date, vesting of any stock options time-based Equity Awards that would have otherwise vested within six 12 months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice, and upon compliance with Section 6(g) below. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month six (6)-month period beginning with the first regularly scheduled payroll date that occurs more than 30 thirty (30) days following the Termination Date;; and (viii) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 six (6) months (or, if less, for the duration that such COBRA coverage is available to Executive); and , payable in equal installments consistent with the Company’s normal payroll schedule over the six (vi6)-month period beginning with the first regularly scheduled payroll date that occurs more than thirty (30) Accelerated vesting, as of the Termination Date, of any stock options that would have otherwise vested within six months days following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year two years after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, based on actual corporate performance outcomes (75% of overall bonus) and 100% of personal performance at target (25% of overall bonus), payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Double the Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) Accelerated vesting, as of the Termination Date, of any stock options or other time-vested Equity Awards that would have otherwise vested within six twelve months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice, and upon compliance with Section 6(g) below. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month six (6)-month period beginning with the first regularly scheduled payroll date that occurs more than 30 thirty (30) days following the Termination Date;; and (viii) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his her qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 six (6) months (or, if less, for the duration that such COBRA coverage is available to Executive); and , payable in equal installments consistent with the Company’s normal payroll schedule over the six (vi6)-month period beginning with the first regularly scheduled payroll date that occurs more than thirty (30) Accelerated vesting, as of the Termination Date, of any stock options that would have otherwise vested within six months days following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 6 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 6 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) Accelerated vesting, as of the Termination Date, of any stock options that would have otherwise vested within six months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate Other than in the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control as defined in the Executive Change In Control Agreement referred to in Section VII(K) below, if the Company terminates Executive’s employment without Cause or more than one year after a Change in ControlExecutive terminates his employment for Good Reason, the then Executive shall be entitled to receive the followingfollowing termination payments: 1. The Standard Termination Payments, as well as any benefits provided for in the Equity Plan and Cash Plan; and 2. As severance pay, and subject to Executive’s execution and non-revocation of a release and waiver agreement provided to Executive by the Company, and so long as Executive is in compliance with Section IV of this Agreement, an amount equal to the greater of (ia) The Accrued Obligations, payable as and when those amounts the amount of remaining Salary that Executive would have been paid earned if he had continued employment with the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to Company through the Termination Date, payable within 2 ½ months following the last day expiration of the month in which then-remaining term of this Agreement, or (b) one times Executive’s Salary plus one times the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end greater of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse cash incentive payment paid to the Executive for the monthly COBRA prior fiscal year or the Target Cash Compensation for the current fiscal year. The payments hereunder will be paid within five business days, provided, however the payment may be delayed as required to avoid additional tax for a “specified employee” under Section 409A as stated in Section VII(G). The Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Company for Executive prior to his termination at no premium cost to Executive, except to the extent such coverage may be changed in its application to all Company employees. Such coverage shall cease upon the earlier of continued health and dental coverage (i) the expiration of the Executive and his qualified beneficiaries paid by remaining term of this Agreement or (ii) eighteen (18) months after the Executive under Executive’s date of termination. If the health and dental plans provision of any of the Company, less benefits covered by this Section would trigger the amount that the Executive would be required to contribute for health 20% excise tax and dental coverage if the Executive were an active employee interest penalties under Section 409A of the CompanyCode, for 12 months then the benefit(s) that would trigger such tax and interest penalties shall not be provided (orcollectively the “Excluded Benefits”), if less, for and in lieu of the duration that such COBRA coverage is available Excluded Benefits the Company will pay to Executive); and (vi) Accelerated vesting, as in a lump sum within thirty business days following termination of employment or thirty business days after such determination, should it occur after termination of employment, a cash amount equal to the Termination Date, cost to the Bank of any stock options that would have otherwise vested within six months following providing the Termination DateExcluded Benefits.

Termination without Cause or Resignation with Good Reason. The Company Insmed may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company Insmed without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) i. The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) . Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) . The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) . The Severance Amount, payable in equal installments consistent with the CompanyInsmed’s normal payroll schedule over the 12 6-month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) v. Provided that the Executive timely elects continued coverage under COBRA, the Company Insmed will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the CompanyInsmed, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the CompanyInsmed, for 12 6 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) . Accelerated vesting, as of the Termination Date, of any stock options time-vested Equity Awards that would have otherwise vested within six months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iviii) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 6 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (viv) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his her qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 6 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (viv) Accelerated vesting, as of the Termination Date, of any stock options that would have otherwise vested within An additional six months following the Termination Dateof option vesting.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 6 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 6 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) Accelerated Acceletated vesting, as of the Termination Date, of any stock options that would have otherwise vested within six months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s 's death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ 21/2 months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ 21/2 months following the end of the fiscal year in which the Termination Date occurs; (iv) The Double the Severance Amount, payable in equal installments consistent with the Company’s 's normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his her qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) Accelerated vesting, as of the Termination Date, of any stock options that would have otherwise vested within six months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice, and upon compliance with Section 6(g) below. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 twelve (12) month period beginning with the first ​ regularly scheduled payroll date that occurs more than 30 thirty (30) days following the Termination Date;; and (viii) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his her qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 twelve (12) months (or, if less, for the duration that such COBRA coverage is available to Executive); and , payable in equal installments consistent with the Company’s normal payroll schedule over the twelve (vi12) Accelerated vesting, as of month period beginning with the Termination Date, of any stock options first regularly scheduled payroll date that would have otherwise vested within six months occurs more than thirty (30) days following the Termination Date.”

Termination without Cause or Resignation with Good Reason. The During Specified Pre-Change Period or Specified Post-Change Period. If a "Change of Control" (as hereinafter defined) of the Company may terminate occurs after the Term of Employment without Causeeffective date hereof, and either (i) the Company terminates Executive may terminate without "Cause" (as hereinafter defined) during the Term Specified Post-Change Period or the Specified Pre-Change Period (each as defined below), or (ii) Executive resigns with "Good Reason" (as hereinafter defined) during the Specified Post-Change Period or the Specified Pre-Change Period, then, subject to the terms of Employment for this Agreement, as a severance benefit and in lieu of all other compensation or damages, the Company shall: a. Pay Executive a sum equal to the greater of either (i) twenty-four (24) months of his base salary in effect on the date of termination or resignation, or (ii) twenty-four (24) months of his base salary in effect as of (A) the Execution Date (as defined in Paragraph 3(e) below) in the event the Company terminates Executive without Cause or Executive resigns with Good Reason, at any time upon written noticeduring a Specified Pre-Change Period, or (B) the date of the Change of Control in the event the Company terminates Executive without Cause or Executive resigns with Good Reason during a Specified Post-Change Period, payable as follows and less required tax deductions and withholdings: (x) one-half of such amount within thirty (30) days after the later of (1) the date of the consummation of the Change of Control, or (2) the date of such termination or resignation, and (y) one-half of such amount on or before the date that is twelve (12) months following the later of (1) the date of the consummation of the Change of Control, or (2) the date of such termination or resignation. The timing of the payments shall be made in accordance with the previous sentence if the sum of the payments to which Executive is entitled under this Paragraph 1(a) do not exceed the lesser of two (2) times Executive's annual compensation or two (2) times the compensation limit set forth in Section 401(a)(17) of the Internal Revenue Code, for the calendar year prior to the calendar year in which Executive is terminated or resigns. If the Term sum of Employment is such payments to Executive under this Paragraph 1(a) would exceed the lesser of two (2) times Executive's annual compensation or two (2) times the compensation limit set forth in Section 401(a)(17) of the Internal Revenue Code, then such excess amount shall be paid to Executive prior to the 15th day of March following the end of the calendar year in which the Executive was terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for resigned with Good Reason; b. Continue to provide Executive, in either case at the Company's expense, all medical, dental insurance coverages and executive automobile benefits provided to him immediately prior to the date of such termination or resignation for a Change period of twenty-four (24) months following the date of such termination or resignation, or, if any of such benefits cannot be provided to Executive for such twenty-four (24) month period under the Company's policies as then in Control effect or under applicable law (for example, if Executive must elect COBRA continuation coverage to receive such benefits), then the Company shall pay Executive an amount equal to the monthly sums paid on behalf of Executive for such benefits at the time of such termination or resignation for a period beginning on the date Executive's participation in such benefits is disallowed and ending on the date that is no more than one year twenty-four (24) months following the date of such termination or resignation, payable in monthly installments within five business days after a Change in Control, the end of each month. If the Executive shall be entitled is terminated without Cause or resigns with Good Reason during a Specified Pre-Change Period, then payments to the following:Executive under this Paragraph 1(b) shall not begin until after the consummation of the Change of Control associated with such Specified Pre-Change Period and the first payment made to Executive under this Paragraph 1(b) after the consummation of such Change of Control shall include amounts described in this Paragraph 1(b) for the period between the date of such termination or resignation and the consummation of such Change of Control. The Company may elect to make a one-time lump-sum payment equivalent to the payment and benefits under this paragraph. Such amounts are subject to withholding and/or taxation; c. Subject to the provisions of the Company's stock option plan(s), accelerate the vesting of 100% of all unvested stock options granted to Executive under the Company's stock option or other benefit plan. Subject to the provisions of the Company's stock option plan(s), Executive shall have until the earlier of the following three dates to exercise each of Executive's vested options (including options accelerated pursuant to the foregoing provisions of this paragraph c.): (i) The Accrued Obligationstwenty-four (24) months after the date of Executive's termination or resignation, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to for each option, the latest date on which such option could have expired by its original terms under any completed fiscal year that has ended on circumstances, or prior (iii) for each option, ten (10) years after the original grant date of such option. Notwithstanding the foregoing provisions of this paragraph c., if and to the Termination Dateextent that any stock option held by Executive is intended to be an "incentive stock option," within the meaning of Section 422 of the Internal Revenue Code of 1986, payable within 2 ½ as amended (the "Code"), the post-termination exercise period of such incentive stock option shall not, without the prior written consent of Executive, be extended beyond three (3) months following the last day date of the month in which the Termination Date occurs; termination or resignation (iiior twelve (12) The Pro-Rata Bonus, payable within 2 ½ months following the end date of termination or resignation if Executive's employment with the Company was terminated, or Executive resigned, as a result of Executive becoming disabled (within the meaning of Section 22(e)(3) of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to ExecutiveCode)); and (vi) Accelerated vesting, as d. The Company shall pay to Executive within 30 days of the Termination Datelater of (1) the date of the consummation of the Change of Control, or (2) the date of such termination or resignation, a lump-sum payment, less required tax deductions and withholdings, equal to the larger of either (i) the highest amount of bonus incentive cash compensation paid to Executive for services in any stock options that would have otherwise vested within six months following past one year period (if any) or (ii) 100% of the Termination DateExecutive’s Target Bonus (if any) approved by the Board of Directors.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s 's death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ 21/2 months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ 21/2 months following the end of the fiscal year in which the Termination Date occurs; (iv) The Double the Severance Amount, payable in equal installments consistent with the Company’s 's normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) Accelerated vesting, as of the Termination Date, of any stock options that would have otherwise vested within six twelve months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) i. The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) . Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) . The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) . The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 6 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) v. Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 6 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) . Accelerated vesting, as of the Termination Date, of any stock options that would have otherwise vested within six months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice, and upon compliance with Section 6(g) below. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month nine (9)-month period beginning with the first regularly scheduled payroll date that occurs more than 30 thirty (30) days following the Termination Date;; and (viii) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his her qualified beneficiaries paid ​ ​ ​ by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 nine (9) months (or, if less, for the duration that such COBRA coverage is available to Executive); and , payable in equal installments consistent with the Company’s normal payroll schedule over the nine (vi9)-month period beginning with the first regularly scheduled payroll date that occurs more than thirty (30) Accelerated vesting, as of the Termination Date, of any stock options that would have otherwise vested within six months days following the Termination Date.”

Termination without Cause or Resignation with Good Reason. The Company Insmed may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company Insmed without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year two years after a Change in Control, the Executive shall be entitled to the following: (i) 1. The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) 2. Any earned but unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) 3. The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) 4. The Severance Amount, payable in equal installments consistent with the CompanyInsmed’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) 5. Provided that the Executive timely elects continued coverage under COBRA, the Company Insmed will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his her qualified beneficiaries paid by the Executive under the health and dental plans of the CompanyInsmed, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the CompanyInsmed, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) 6. Accelerated vesting, as of the Termination Date, vesting of any stock options time-based Equity Awards that would have otherwise vested within six 12 months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice, and u pon compliance with Section 6(g) below. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month nine (9)-month period beginning with the first regularly scheduled payroll date that occurs more than 30 thirty (30) days following the Termination Date;; and (viii) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his her qualified beneficiaries paid ​ ​ by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 nine (9) months (or, if less, for the duration that such COBRA coverage is available to Executive); and , payable in equal installments consistent with the Company’s normal payroll schedule over the nine (vi9)-month period beginning with the first regularly scheduled payroll date that occurs more than thirty (30) Accelerated vesting, as of the Termination Date, of any stock options that would have otherwise vested within six months days following the Termination Date.”

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iviii) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (viv) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 18 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (viv) Accelerated vestingVesting, as of the Termination Dateimmediately prior to such termination, of any stock options time-vested Equity Awards that would have otherwise not previously vested within six months following and were granted to the Executive at least one year prior to the Termination Date.

Termination without Cause or Resignation with Good Reason. The During Specified Pre-Change Period or Specified Post-Change Period. If a "Change of Control" (as hereinafter defined) of the Company may terminate occurs after the Term of Employment without Causeeffective date hereof, and either (i) the Company terminates Executive may terminate without "Cause" (as hereinafter defined) during the Term Specified Post-Change Period or the Specified Pre-Change Period (each as defined below), or (ii) Executive resigns with "Good Reason" (as hereinafter defined) during the Specified Post-Change Period or the Specified Pre-Change Period, then, subject to the terms of Employment for this Agreement, as a severance benefit and in lieu of all other compensation or damages, the Company shall: a. Pay Executive a sum equal to the greater of either (i) twelve (12) months of his base salary in effect on the date of termination or resignation, or (ii) twelve (12) months of his base salary in effect as of (A) the Execution Date (as defined in Paragraph 3(e) below) in the event the Company terminates Executive without Cause or Executive resigns with Good Reason, at any time upon written noticeduring a Specified Pre-Change Period, or (B) the date of the Change of Control in the event the Company terminates Executive without Cause or Executive resigns with Good Reason during a Specified Post-Change Period, payable as follows and less required tax deductions and withholdings: (x) one-half of such amount within thirty (30) days after the later of (1) the date of the consummation of the Change of Control, or (2) the date of such termination or resignation, and (y) one-half of such amount on or before the date that is twelve (12) months following the later of (1) the date of the consummation of the Change of Control, or (2) the date of such termination or resignation. The timing of the payments shall be made in accordance with the previous sentence if the sum of the payments to which Executive is entitled under this Paragraph 1(a) do not exceed the lesser of two (2) times Executive's annual compensation or two (2) times the compensation limit set forth in Section 401(a)(17) of the Internal Revenue Code, for the calendar year prior to the calendar year in which Executive is terminated or resigns. If the Term sum of Employment is such payments to Executive under this Paragraph 1(a) would exceed the lesser of two (2) times Executive's annual compensation or two (2) times the compensation limit set forth in Section 401(a)(17) of the Internal Revenue Code, then such excess amount shall be paid to Executive prior to the 15th day of March following the end of the calendar year in which the Executive was terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for resigned with Good Reason; b. Continue to provide Executive, in either case at the Company's expense, all medical, dental insurance coverages and executive automobile benefits provided to him immediately prior to the date of such termination or resignation for a Change period of twelve (12) months following the date of such termination or resignation, or, if any of such benefits cannot be provided to Executive for such twelve (12) month period under the Company's policies as then in Control effect or under applicable law (for example, if Executive must elect COBRA continuation coverage to receive such benefits), then the Company shall pay Executive an amount equal to the monthly sums paid on behalf of Executive for such benefits at the time of such termination or resignation for a period beginning on the date Executive's participation in such benefits is disallowed and ending on the date that is no more than one year twelve (12) months following the date of such termination or resignation, payable in monthly installments within five business days after a Change in Control, the end of each month. If the Executive shall be entitled is terminated without Cause or resigns with Good Reason during a Specified Pre-Change Period, then payments to the following:Executive under this Paragraph 1(b) shall not begin until after the consummation of the Change of Control associated with such Specified Pre-Change Period and the first payment made to Executive under this Paragraph 1(b) after the consummation of such Change of Control shall include amounts described in this Paragraph 1(b) for the period between the date of such termination or resignation and the consummation of such Change of Control. The Company may elect to make a one-time lump-sum payment equivalent to the payment and benefits under this paragraph. Such amounts are subject to withholding and/or taxation; c. Subject to the provisions of the Company's stock option plan(s), accelerate the vesting of 100% of all unvested stock options granted to Executive under the Company's stock option or other benefit plan. Subject to the provisions of the Company's stock option plan(s), Executive shall have until the earlier of the following three dates to exercise each of Executive's vested options (including options accelerated pursuant to the foregoing provisions of this paragraph c.): (i) The Accrued Obligationstwenty-four (24) months after the date of Executive's termination or resignation, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to for each option, the latest date on which such option could have expired by its original terms under any completed fiscal year that has ended on circumstances, or prior (iii) for each option, ten (10) years after the original grant date of such option. Notwithstanding the foregoing provisions of this paragraph c., if and to the Termination Dateextent that any stock option held by Executive is intended to be an "incentive stock option," within the meaning of Section 422 of the Internal Revenue Code of 1986, payable within 2 ½ as amended (the "Code"), the post-termination exercise period of such incentive stock option shall not, without the prior written consent of Executive, be extended beyond three (3) months following the last day date of the month in which the Termination Date occurs; termination or resignation (iiior twelve (12) The Pro-Rata Bonus, payable within 2 ½ months following the end date of termination or resignation if Executive's employment with the Company was terminated, or Executive resigned, as a result of Executive becoming disabled (within the meaning of Section 22(e)(3) of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to ExecutiveCode)); and (vi) Accelerated vesting, as d. The Company shall pay to Executive within 30 days of the Termination Datelater of (1) the date of the consummation of the Change of Control, or (2) the date of such termination or resignation, a lump-sum payment, less required tax deductions and withholdings, equal to the larger of either (i) the highest amount of bonus incentive cash compensation paid to Executive for services in any stock options that would have otherwise vested within six months following past one year period (if any) or (ii) 100% of the Termination DateExecutive’s Target Bonus (if any) approved by the Board of Directors.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year two years after a Change in Control, the Executive shall be entitled to the following: (i) i. The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) . Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) . The Pro-Rata Bonus, based on actual corporate performance outcomes (75% of overall bonus) and 100% of personal performance at target (25% of overall bonus), payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) . The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) v. Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) . Accelerated vesting, as of the Termination Date, of any stock options time-vested Equity Awards that would have otherwise vested within six twelve (12) months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice, and upon compliance with Section 6(g) below. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 twelve (12) month period beginning with the first regularly scheduled payroll date that occurs more than 30 thirty (30) days following the Termination Date;; and (viii) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his her qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 twelve (12) months (or, if less, for the duration that such COBRA coverage is available to Executive); and , payable in equal installments consistent with the Company’s normal payroll schedule over the twelve (vi12) Accelerated vesting, as of month period beginning with the Termination Date, of any stock options first regularly scheduled payroll date that would have otherwise vested within six months occurs more than thirty (30) days following the Termination Date.”

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, Subject to Section 11(a) and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due subject to the Executive’s death or Disabilitycontinued compliance with the covenants contained in Sections 6, 7 and 10, if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or by the Executive for resigns from his employment with Good ReasonReason pursuant to Section 4(a)(v), the Company shall, in either case prior addition to the Accrued Obligations: (i) continue to pay the Final Base Salary in accordance with the Company’s customary payroll practices during the period beginning on the Date of Termination and ending on the earlier to occur of (A) the first anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7 (the “Salary Payment”), and if the Date of Termination occurs after June 30 of the calendar year in which the Date of Termination occurs, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based on actual performance achievement for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year (the “Pro Rata Bonus”, together with the Salary Payment, the “Severance Payment”). Notwithstanding the foregoing, if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), in each case, either (x) during a period of time when the Company is party to a definitive corporate transaction agreement, the consummation of which would result in a Change in Control or more than one year after (y) within eighteen (18) months following a Change in ControlControl (such a termination a “CIC Qualified Termination”), then the Severance Payment shall instead equal the sum of (xx) one and one-half (1.5) times the Final Base Salary, payable (1) in a single cash lump sum on the sixtieth (60th) day following the Date of Termination in the event that the Change in Control is also a “change in control event” (within the meaning of Section 409A of the Code) or (2) in accordance with the schedule contemplated by the first sentence of this Section 5(b)(i) in the event that the Change in Control is not a “change in control event” and (yy) if the Date of Termination occurs after June 30th of the calendar year in which the Date of Termination occurs, an amount equal to an additional month of base salary for each month that has passed since July 1st through the Date of Termination (rounding up for any partial months), and payable in a lump sum on the sixtieth (60th) day following the Date of Termination, in each case, so long as the Release (as defined below) has become effective and the Executive has not violated any covenant contained in Section 6 or 7, in which case the Severance Payment shall be forfeited; for the avoidance of doubt, if the Date of Termination occurs in July, the Executive shall payment described in clause (yy) above will be entitled equal to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended;one month’s base salary. (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior pay to the Termination Date, payable within 2 ½ months Executive on the sixtieth (60th) day following the last day Date of Termination a lump sum amount equal to twelve (12) times the employer portion of the month in which monthly cost of maintaining medical, dental and/or vision benefits for the Termination Date occursExecutive under the then-current health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (iii) The Pro-Rata notwithstanding the Company’s expatriate benefit policy for executives, continue to provide the Expatriate Benefits (as if the Executive were still an employed expatriate) as in effect immediately prior to the Date of Termination (or, if clause (i) or (ii) of “Good Reason” is implicated, immediately before any relevant diminution of the Executive’s Annual Base Salary, Target Annual Bonus, payable within 2 ½ months or Expatriate Benefits), during the 90-day period following the end Date of Termination, or, if earlier, until the fiscal year in date on which the Termination Date occursExecutive’s primary residence is relocated back to the United States; (iv) The Severance Amountprovide the repatriation allowance and repatriation expenses, payable in equal installments consistent with to the Company’s normal payroll schedule over extent the 12 month period beginning with Executive is eligible to receive such payments as part of the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date;Expatriate Benefits; and (v) Provided provide for vesting of outstanding unvested equity awards (A) for any awards granted prior to January 1, 2018, in full as of the Date of Termination, and (B) for any awards granted on or following January 1, 2018, as set forth in the applicable award agreement or on Exhibit B-4, as applicable; provided, however, that all payments and benefits to be paid or provided pursuant to this Section 5(b) shall commence on the sixtieth (60th) day following the Date of Termination, and, only with respect to any cash payments, the initial installment of such payments shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment. Notwithstanding any provision in this Agreement to the contrary, if the Executive timely elects continued coverage under COBRAbreaches any of the covenants contained in Sections 6 and 7 hereof, the Company will reimburse shall have the right to cease providing any payments or benefits under this Section 5(b) and, if requested, the Executive shall repay to the Company within sixty (60) days of such request any previously paid payments or benefits under this Section 5(b); provided that the foregoing shall not apply unless the Company provides the Executive with written notice of the circumstances it believes constitutes a breach of such covenants within ninety (90) days after it becomes aware of such circumstances; provided further that, if the basis for the monthly COBRA cost alleged breach is curable, then the Executive shall have fifteen (15) days after receipt of continued health such written notice to cure such basis. Payment of the amounts and dental coverage benefits under this Section 5(b) or Section 5(c) below is in lieu of any other severance or separation pay payable to the Executive whether under any employment agreement, offer letter or severance program, plan or policy, applicable law (including the laws of the Republic of Korea) or other statute, or otherwise; provided that nothing in this Agreement shall limit or otherwise affect the rights of the Executive and his qualified beneficiaries paid by may have under any statutory pension under Korean law that has accrued to the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) Accelerated vesting, ’s account as of the Termination Date, Date of any stock options that would have otherwise vested within six months following the Termination DateTermination.

Termination without Cause or Resignation with Good Reason. The Company may terminate Other than in the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control as defined in the Executive Change In Control Agreement referred to in Section VII(K) below, if the Company terminates Executive’s employment without Cause or more than one year after a Change in ControlExecutive terminates his employment for Good Reason, the then Executive shall be entitled to receive the followingfollowing termination payments: (i1) The Accrued ObligationsStandard Termination Payments, payable as well as any benefits provided for in the Equity Plan and when those amounts Cash Plan; and (2) As severance pay, and subject to Executive’s execution and non-revocation of a release and waiver agreement provided to Executive by the Company, and so long as Executive is in compliance with Section IV of this Agreement, an amount equal to the greater of (a) the amount of remaining Salary that Executive would have been paid earned if he had continued employment with the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to Company through the Termination Date, payable within 2 ½ months following the last day expiration of the month in which then-remaining term of this Agreement, or (b) one times Executive’s Salary plus one times the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end greater of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse cash incentive payment paid to the Executive for the monthly COBRA prior fiscal year or the Target Cash Compensation for the current fiscal year. The payments hereunder will be paid within five business days, provided, however the payment may be delayed as required to avoid additional tax for a “specified employee” under Section 409A as stated in Section VII(G). The Company will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Company for Executive prior to his termination at no premium cost to Executive, except to the extent such coverage may be changed in its application to all Company employees. Such coverage shall cease upon the earlier of continued health and dental coverage (i) the expiration of the Executive and his qualified beneficiaries paid by remaining term of this Agreement or (ii) eighteen (18) months after the Executive under Executive’s date of termination. If the health and dental plans provision of any of the Company, less benefits covered by this Section would trigger the amount that the Executive would be required to contribute for health 20% excise tax and dental coverage if the Executive were an active employee interest penalties under Section 409A of the CompanyCode, for 12 months then the benefit(s) that would trigger such tax and interest penalties shall not be provided (orcollectively the “Excluded Benefits”), if less, for and in lieu of the duration that such COBRA coverage is available Excluded Benefits the Company will pay to Executive); and (vi) Accelerated vesting, as in a lump sum within thirty business days following termination of employment or thirty business days after such determination, should it occur after termination of employment, a cash amount equal to the Termination Date, cost to the Bank of any stock options that would have otherwise vested within six months following providing the Termination DateExcluded Benefits.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the a) Executive may terminate this Agreement by giving the Term Company written notice of Employment for Good Reasonsuch termination in accordance with Section 6.2 at least 90 days prior to the termination date, unless a shorter period is agreed upon between the parties. b) In the event at any time upon written notice. If of (i) the Term termination of Employment is terminated by the Company employment of the Executive without Cause (for any reason other than due to the Executive’s death by Death or Disability) or by (ii) the resignation of the Executive for from the Company within 30 days of an event constituting Good Reason, in either case prior the Company shall pay or provide to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to only the following: (i) The Accrued ObligationsAny earned and accrued but unpaid installment of base salary through the date of the Executive’s resignation or termination at the rate in effect immediately prior to such resignation or termination (or the rate in effect immediately prior to the occurrence of an event that constitutes Good Reason, payable whichever is greater) and all other unpaid amounts to which the Executive is entitled as of such date under any compensation plan or program of the Company (including payment for any vacation time not taken during the year in which termination occurs and when those amounts would have been paid had the Term living allowance as provided in section 2.5 b) for the period through the date of Employment not ended;the Executive’s resignation or termination, such payments to be made in a lump sum within 15 days following the date of resignation or termination; and (ii) Any unpaid Bonus The amount the Executive would have been entitled to pursuant to Section 2.2(a), had Executive remained employed through the end of the Fiscal Year in respect to any completed fiscal year that has ended on or prior which termination occurs, multiplied by a fraction, the numerator of which is the number of days from the beginning of such Fiscal Year to the Termination Datedate of termination, payable within 2 ½ months following and the last day denominator of which is 365, such amount to be paid no later than the time annual bonuses are paid to other executives of the month in which the Termination Date occurs;Company; and (iii) In lieu of any further salary payments to the Executive for periods subsequent to her date of resignation or termination, the Executive will receive six (6) months of salary continuation at the same rate of base salary and the living allowance as provided for in section 2.5 b) in effect immediately prior to the Executive’s resignation or termination (or the base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater). The Pro-Rata BonusCompany will make the salary continuation payments, payable within 2 ½ months following less applicable taxes and other withholding, on the end of Company’s regular payroll dates. In the fiscal year in which event the Termination Date occurs;Company terminates the Executive without cause, the Company may at its sole discretion, require the Executive to continue providing services for a three (3) month working notice period while said salary continuation payments are being made; and (iv) The Severance Amountcompany shall maintain in full force and effect for the period described in Section 3.2(b)(iii), payable following the date of the Executive’s resignation or termination, health and dental programs (not life or disability programs) in equal installments consistent with which the Executive was entitled to participate either immediately prior to the Executive’s resignation or termination or immediately prior to the occurrence of an event that constitutes Good Reason, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If applicable, to the extent Cobra is available, the Company’s normal payroll schedule over obligations are satisfied by paying the 12 month Executive’s monthly premiums for the period beginning with described in Section 3.2(b)(iii) under Cobra, and then the first regularly scheduled payroll date that occurs more than 30 days following Executive may continue the Termination Date;Cobra coverage at the Executive’s expense. (v) Provided that As a condition to her entitlement to receive termination payments under subsections (ii) – (iv) of this Section, the Executive timely elects continued coverage under COBRA, shall have executed and delivered to the Company will reimburse a release substantially in the Executive for form attached hereto as Exhibit A. c) Notwithstanding the monthly COBRA cost foregoing, in the event the aggregate amount of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount all payments that the Executive would receive pursuant to Section 3.2(b) plus payment to be required made to contribute for health and dental coverage if the Executive were outside this Agreement would result in an active employee excess “parachute payment” (as defined in Section 280G(b)(2) of the Code) but for this Section 3.2(b), as determined in good faith by the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) Accelerated vesting, as aggregate amount of the Termination Date, payments required to be paid to the Executive pursuant to this Section 3.2(b) shall be reduced to the largest amount that would result in no portion of any stock options that would have otherwise vested within six months following payment to the Termination DateExecutive being subject to the excise tax imposed by Section 4999 of the Code. For greater clarity, no other payment whatsoever shall be due by the Company to the Executive.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year two years after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, based on actual corporate performance outcomes (75% of overall bonus) and 100% of personal performance at target (25% of overall bonus), payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his her qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) Accelerated vesting, as of the Termination Date, of any stock options or other time-vested Equity Awards that would have otherwise vested within six months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice, and upon compliance with Section 6(g) below. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 twelve (12) month period beginning with the first regularly scheduled payroll date that occurs more than 30 thirty (30) days following the Termination Date;; and (viii) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his her qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee ​ ​ of the Company, for 12 twelve (12) months (or, if less, for the duration that such COBRA coverage is available to Executive); and , payable in equal installments consistent with the Company’s normal payroll schedule over the twelve (vi12) Accelerated vesting, as of month period beginning with the Termination Date, of any stock options first regularly scheduled payroll date that would have otherwise vested within six months occurs more than thirty (30) days following the Termination Date.”

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year two years after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, based on actual corporate performance outcomes (75% of overall bonus) and 100% of personal performance at target (25% of overall bonus), payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) Accelerated vesting, as of the Termination Date, of any stock options or other time vested Equity Awards that would have otherwise vested within six twelve months following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s 's death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year two years after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, based solely on actual corporate performance outcomes, payable within 2 ½ 1/2 months following the end of the fiscal year in which the Termination Date occurs; (iviii) The Severance AmountOne-and-one-half times the Executive’s annual Base Salary, as in effect immediately prior to the Termination Date, plus the Executive’s Target Bonus for the fiscal year in which the Termination Date occurs, each payable in equal installments consistent with the Company’s 's normal payroll schedule over the 12 18 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (viv) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 18 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (viv) Accelerated vestingVesting, as of the Termination Dateimmediately prior to such termination, of any stock options time-vested Equity Awards that would have otherwise not previously vested within six months following and were granted to the Executive at least one year prior to the Termination Date.

Termination without Cause or Resignation with Good Reason. The (i) If the Employment Period is terminated pursuant to Section 6(a)(iii) or Section 6(a)(iv) above, then subject to compliance with Section 6(i) below, in addition to the Accrued Benefits, the Company may terminate shall pay to Employee an amount equal to six (6) months of Employee’s then current Base Salary over a period of six (6) months (the Term “Severance Period”), payable in equal installments in accordance with the Company’s regular payroll policies as if Employee’s employment had not ended (collectively, the “Severance Payments”). Subject to compliance with Section 6(i) below, the Severance Payments will commence on the first payroll date following the 30-day anniversary of Employment without Causethe termination date, with the first payment being retroactive to the termination date. (ii) the Employee’s rights with respect to any stock options, restricted stock units and/or other equity awards granted to the Employee by the Company shall be governed by the terms and provisions of the plans (including plan rules) and award agreements pursuant to which such stock options and equity awards were awarded, as in effect at the date the Employee’s employment terminated. (iii) Notwithstanding any other payment date or schedule provided in this Agreement to the contrary, if the Employee is deemed on the Termination Date of the Employee’s employment to be a “specified employee” within the meaning of that term under Section 409A of the Code and the regulations thereunder (“Section 409A”), then each of the following shall apply: (A) With regard to any payment that is considered “nonqualified deferred compensation” under Section 409A and payable on account of and within six months after a “separation from service” (within the meaning of Section 409A and as provided in Section 6(h) of this Agreement), such payment shall instead be made on the date which is the earlier of (1) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” and (2) the date of the Employee’s death (the “Delay Period”) to the extent required under Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 3(d) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (B) To the extent that benefits to be provided during the Delay Period are considered “nonqualified deferred compensation” under Section 409A provided on account of a “separation from service,” the Employee shall pay the cost of such benefits during the Delay Period, and the Executive may terminate Company shall reimburse the Term of Employment for Good ReasonEmployee, at any time upon written notice. If to the Term of Employment is terminated extent that such costs would otherwise have been paid or reimbursed by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Employee, for the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be paid, reimbursed or provided by the Company in accordance with the procedures specified herein. The foregoing provisions of this Section 6(d)(iii) shall not apply to any payments or benefits that are excluded from the definition of “nonqualified deferred compensation” under Section 409A, including, without Cause (other than limitation, payments excluded from the definition of “nonqualified deferred compensation” on account of being separation pay due to the Executive’s death or Disabilityan involuntary separation from service under Treasury Regulation 1.409A-1(b)(9)(iii) or by on account of being a “short-term deferral” under Treasury Regulation 1.409A-1(b)(4). (iv) If, during the Executive for Good Reason, in either case prior to the date of a Change in Control or more than Employment Period and within one (1) year after a Change in Control, as defined in the Executive shall be entitled Company’s 2014 Omnibus Incentive Plan, or any successor plan thereto, if the Employment Period is terminated pursuant to the followingSection 6(a)(iii) or Section 6(a)(iv) above, then: (iA) The the Company shall pay to the Employee the aggregate of the amount equal to (x) the Annual Base Salary, and (y) the greater of the target bonus for the then current fiscal year under the Plans or any successor annual bonus plan and the average annual bonus paid to or for the benefit of the Employee for the prior three (3) full years (or any shorter period during which the Employee has been employed by the Company); the Company shall provide the Employee the Accrued ObligationsBenefits, payable as and when those amounts would have been paid had the Term of Employment not ended;and (iiB) Any unpaid Bonus in the Employee’s rights with respect to any completed fiscal year that has ended on or prior stock options, restricted stock units and/or other equity awards granted to the Termination Date, payable within 2 ½ months following Employee by the last day Company shall be governed by the terms and provisions of the month plans (including plan rules) and award agreements pursuant to which such stock options and equity awards were awarded, as in which effect at the Termination Date occurs;date the Employee’s employment terminated. (iiiC) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (ivamounts due under Section 6(d)(iv)(A) The Severance Amount, above shall be payable in equal quarterly installments consistent over a period of one year (collectively, the “CIC Severance Payments”); subject to compliance with Section 6(i) below, the Company’s normal payroll schedule over CIC Severance Payments will commence on the 12 month period beginning 30-day anniversary of the termination date, with the first regularly scheduled payroll date that occurs more than 30 days following payment being retroactive to the Termination Date;termination date. (v) Provided If any payment or benefit (including payments and benefits pursuant to this Agreement) the Employee would receive in connection with a Change in Control from the Company or otherwise (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this paragraph, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid to the Employee, which of the following two alternative forms of payment shall be paid to the Employee: (A) payment in full of the entire amount of the Payment (a “Full Payment”), or (B) payment of only a part of the Payment so that Employee receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). A Full Payment shall be made in the event that the Executive timely elects continued coverage amount received by the Employee on a net after-tax basis is greater than what would be received by the Employee on a net after-tax basis if the Reduced Payment were made, otherwise a Reduced Payment shall be made. If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under COBRAthe Reduced Payment alternative, and the Company will reimburse Employee shall have no rights to any additional payments and/or benefits constituting the Executive for Payment, and (ii) reduction in payments and/or benefits shall occur in the monthly COBRA cost following order: (A) reduction of continued health cash payments (in the reverse chronological order in which such cash would otherwise be paid); (B) cancellation of accelerated vesting of equity awards other than stock options; (C) cancellation of accelerated vesting of stock options (in the reverse chronological order in which such benefits would otherwise be provided); and dental coverage (D) reduction of other benefits paid to Employee. In the event that acceleration of compensation from the Employee’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans date of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) Accelerated vesting, as of the Termination Date, of any stock options that would have otherwise vested within six months following the Termination Dategrant.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice, and upon compliance with Section 6(h) below. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The A Pro-Rata Bonus, payable within 2 ½ two and one-half (2½) months following the end of the fiscal year in which the Termination Date occurs; (iviii) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month eighteen (18)-month period beginning with the first regularly scheduled payroll date that occurs more than 30 thirty (30) days following the Termination Date; (viv) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 eighteen (18) months (or, if less, for the duration that such COBRA coverage is available to Executive), payable in equal installments consistent with the Company’s normal payroll schedule over the eighteen (18)-month period beginning with the first regularly scheduled payroll date that occurs more than thirty (30) days following the Termination Date; and (viv) Accelerated vesting, as of One hundred percent (100%) accelerated vesting on the Termination Date, Date of any stock options and all then outstanding unvested Equity Awards, and, if the Termination Date occurs at any time after the first anniversary of a Change in Control, the right to exercise any and all Equity Awards that would have otherwise vested within six months are outstanding on the Termination Date at any time and from time to time during the period of one year following the Termination Date.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i) The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iviii) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 6 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (viv) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and his qualified beneficiaries paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 6 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (viv) Accelerated vesting, as of the Termination Date, of any stock options that would have otherwise vested within An additional six months following the Termination Dateof option vesting.

Termination without Cause or Resignation with Good Reason. The Company may terminate the Term of Employment without Cause, Subject to Section 11(a) and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due subject to the Executive’s death or Disabilitycontinued compliance with the covenants contained in Sections 6, 7 and 10, if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or by the Executive for resigns from his employment with Good ReasonReason pursuant to Section 4(a)(v), the Company shall, in either case prior addition to the Accrued Obligations: (i) continue to pay the Final Base Salary in accordance with the Company’s customary payroll practices during the period beginning on the Date of Termination and ending on the earlier to occur of (A) the first anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7 (the “Salary Payment”), and if the Date of Termination occurs after June 30 of the calendar year in which the Date of Termination occurs, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based on actual performance achievement for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year (the “Pro Rata Bonus”, together with the Salary Payment, the “Severance Payment”). Notwithstanding the foregoing, if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), in each case, either (x) during a period of time when the Company is party to a definitive corporate transaction agreement, the consummation of which would result in a Change in Control or more than one year after (y) within eighteen (18) months following a Change in ControlControl (such a termination a “CIC Qualified Termination”), then the Severance Payment shall instead equal one and one-half (1.5) times the Final Base Salary, payable over twelve (12) months, in each case so long as the Release (as defined below) has become effective and the Executive has not violated any covenant contained in Section 6 or 7, in which case the Severance Payment shall be forfeited; and (ii) provide for vesting of outstanding unvested equity awards (A) for any awards granted prior to January 1, 2018, in full as of the Date of Termination, and (B) for any awards granted on or following January 1, 2018, as set forth in the applicable award agreement or on Exhibit 1, as applicable; provided, however, that all payments and benefits to be paid or provided pursuant to this Section 5(b) shall commence on the sixtieth (60th) day following the Date of Termination, and, only with respect to any cash payments, the initial installment of such payments shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment. Notwithstanding any provision in this Agreement to the contrary, if the Executive breaches any of the covenants contained in Sections 6 and 7 hereof, the Company shall have the right to cease providing any payments or benefits under this Section 5(b) and, if requested, the Executive shall be entitled repay to the following: Company within sixty (i60) The Accrued Obligationsdays of such request any previously paid payments or benefits under this Section 5(b); provided that the foregoing shall not apply unless the Company provides the Executive with written notice of the circumstances it believes constitutes a breach of such covenants within ninety (90) days after it becomes aware of such circumstances; provided further that, if the basis for the alleged breach is curable, then the Executive shall have fifteen (15) days after receipt of such written notice to cure such basis. Payment of the amounts and benefits under this Section 5(b) is in lieu of any other severance or separation pay payable as and when those amounts would have been paid had the Term of Employment not ended; (ii) Any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination DateExecutive whether under any employment agreement, payable within 2 ½ months following the last day offer letter or severance program, plan or policy, applicable law (including law of the month Republic of Korea) or other statute, or otherwise; provided that nothing in which this Agreement shall limit or otherwise affect the Termination Date occurs; (iii) The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the 12 month period beginning with the first regularly scheduled payroll date that occurs more than 30 days following the Termination Date; (v) Provided that the Executive timely elects continued coverage under COBRA, the Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage rights of the Executive and his qualified beneficiaries paid by may have under any statutory pension under Korean law that has accrued to the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi) Accelerated vesting, ’s account as of the Termination Date, Date of any stock options that would have otherwise vested within six months following the Termination DateTermination.