Termination Without Cause or Resignation for Good Reason After a Change in Control. If your employment ends because of a Covered Termination on or within eighteen ( 18) months after a Change in Control, you will be eligible to receive a lump sum cash severance payment in an amount equal to twelve ( 12) months of your then current base salary (ignoring any reduction in salary that forms the basis for a resignation for Good Reason), Jess any applicable withholdings and deductions, and effective as of your termination date, all of your then-outstanding and unvested compensatory equity awards will become vested. Additionally, you will receive 12 months of COBRA benefits starting from your termination date.

Following a Change in Control and For Other Than Cause or Good Reason. In the event that there is a Change in Control of the Company and the Company or its successor terminates your employment other than for Cause, or you terminate your employment for Good Reason, in either case upon or within twelve (12) months following the Change in Control, then you will be entitled to receive: # a lump sum payment equal to the sum of # six (6) months of your then-current base salary, # 100% of your target bonus for that fiscal year, and # reimbursement of six (6) months of your COBRA premiums; and # acceleration of the vesting and exercisability of one hundred percent (100%) of all options, and unvested shares subject to all options, to purchase shares of the Company’s Common Stock then held by you (the “Change in Control Severance Benefits”). You agree that you will not resign for Good Reason without first providing the Company, or its successor as applicable, with written notice addressed to the CEO of the acts or omissions constituting the grounds for Good Reason within sixty (60) days of the initial existence of the grounds for Good Reason, with a reasonable cure period of not less than fifteen (15) days following delivery of such notice to the Company. In addition, you must terminate your employment within thirty (30) days following expiration of such cure period for your resignation to qualify as a resignation for Good Reason. Your entitlement to the Change in Control Severance Benefits is subject to your executing and not revoking an industry standard release and waiver of claims in favor of the Company (or its successor, as applicable).

Change in Control Benefits. Subject to your satisfaction of the Additional Requirements, upon the effectiveness of or during the twelve (12) month period following a Change in Control, if # you are involuntarily terminated without Cause (as defined in the Plan) or # you resign for Good Reason (as defined below) and in either case other than as a result of death or disability, and provided such termination constitutes a Separation from Service, then you will be entitled to the following (collectively, the “Change in Control Benefits”): # the vesting and exercisability of the Option shall be accelerated such that 100% of the total unvested shares under the Option shall be vested, # you will be entitled to receive an amount equal to twelve (12) months of your then current base salary, less all applicable withholdings and deductions, paid over such twelve (12) month period on the schedule described in paragraph # below (the “Change in Control Salary Continuation”), and # you will be entitled to the COBRA Benefits for the COBRA Benefit Period.

After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executive’s employment without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control (as defined below), then in addition to any compensation or benefits to which Executive may be entitled through the Date of Termination (as defined in Section 5(f) and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or Good Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or Section 5(a)(ii), (A) Company shall pay Executive # a lump sum equal to two times Executive’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and # an amount equal to two times the Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments with the first such installment paid on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and the three remaining installments paid in each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and # for the period beginning on the Date of Termination and ending on the date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium; provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to [Section 2716] of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “CIC Separation Package.” For the avoidance of doubt, if Executive’s employment is not terminated by Executive with Good Reason or by Company without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control, then Executive shall no longer be eligible to receive the CIC Separation Package with respect to such Change in Control but shall remain eligible to receive the Without Cause Separation Package or Good Reason Separation Package pursuant to Section 5(d)(i) or Section 5(a)(ii) or, if in the future Executive’s employment is terminated by Executive with Good Reason or by Company without Cause (and not due to Executive’s death or Disability) within twelve (12) months following the occurrence of a subsequent Change in Control, Executive shall again be eligible to receive the CIC Separation Package.

Termination In Connection With or Within 18 Months of a Change in Control. If upon, or within eighteen months following, a Change in Control there occurs # a Termination Without Cause, or # the termination of Employee’s employment with ​ by Employee for Good Reason, if the event giving rise to such Good Reason occurred within eighteen (18) months following a Change in Control, within 30 days following the earlier of # ​’s failure to cure within the 30-day period set forth in the definition of Good Reason, and # ​’s notice to Employee that it will not cure the event giving rise to such termination for Good Reason, then # Employee shall receive a lump sum amount equal to the number of months constituting the Severance Period at the time of termination times the Employee’s monthly base salary (determined as the Employee’s highest monthly base salary paid to Employee while employed by ​; base salary does not include any bonus, commissions or other incentive payments or compensation); # subject to Section 2(b) below, Employee shall be entitled to a continuation of all Health and Welfare Benefits for Employee and, if applicable, Employee’s eligible dependents during the Severance Period at the time they would have been provided or paid had the Employee remained an employee of Company during the Severance Period and at the levels provided prior to the event giving rise to a termination; # Employee shall receive a lump sum amount equal to Employee’s target annual incentive compensation opportunity at the rate of base annual salary and the target annual incentive compensation opportunity in effect immediately before such termination, prorated for the amount of time Employee was employed by ​ prior to the date of termination during such plan year (“Target Incentive Compensation Payment”); # in addition to the Target Incentive Compensation Payment, if the Actual Incentive Compensation Payment is more than the Target Incentive Compensation Payment, then Employee shall receive an additional lump sum payment equal to the difference between the Actual Incentive Compensation Payment and the Target Incentive Compensation Payment; and # ​ shall make available to Employee career transition services at a level and with a provider selected by ​ in accordance with [Section 2(g)] below.