Severance Benefit Clause Example with 26 Variations from Business Contracts

Severance Benefit. a. General. If you are subject to an Involuntary Termination, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you (i) have returned all Company property in your possession, (ii) have resigned as a member of the Boards Board- of Directors of the Company and all of its subsidiaries, to the extent applicable, and (iii) have executed a general release of all claims that you may have against the Company or persons affiliated with th...e Company. The release must be in the form prescribed by the Company, without alterations. You must execute and return the release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. b. Salary Continuation. Separation Payment. If you are subject to an Involuntary Termination, then Termination prior to the Company will continue to pay your base salary for a period of 9 months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within 60 days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation; provided, however, if the 60-day period described in the preceding sentence spans two calendar years, then the payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. If you are subject to an Involuntary Termination, One-year Anniversary, then the Company will pay you a lump-sum in cash equal to the greater product of (i) your target bonus for the year in which the Involuntary Termination occurs or $25,000, multiplied by (ii) the actual bonus paid to you with respect to number of full months remaining until the Company's most recently completed fiscal year. One-year Anniversary. Such payment will be made within 60 days after your Separation; provided, however, if such 60-day period spans two calendar years, then the payment will in any event be made on the first pay period in the second calendar year on first payroll date following the Release Deadline. David Clark December 14, 2015 Page 3 d. COBRA. after expiration of any revocation period. c. Cash Bonus. If you are subject to an Involuntary Termination following the One-year Anniversary, you will remain eligible to receive a pro-rata bonus (based on the number of full months of employment completed in the year of termination) for the year of termination, subject to the terms and conditions of the Company's bonus program in effect at the time of termination (other than continued employment) including the achievement of any performance conditions, payable at the same time as bonuses are paid to active employees. d. Severance Plan. You hereby agree that you elect are not entitled to continue any payments, equity acceleration or other benefits pursuant to the Company's 2009 Severance Plan, as amended, and that the only benefits you may be entitled to upon the termination of your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, then employment with the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (i) the close of the 9-month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage are set forth in connection with new employment or self-employment. Such payments will be treated as taxable compensation income to you if required or advisable, in the Company's sole discretion, to avoid adverse consequences to you, the Company or the Company's other employees. this Section 5. View More

Severance Benefit. a. (a) General. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause and a Separation occurs, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you (i) have returned all Company property in your possession, possession; (ii) have resigned as a member of the Boards of Directors of the Company and all of its subsidiaries, subsidiaries and affiliated entities, to the... extent applicable, applicable; and (iii) have executed a general release of all claims that you may have against the Company Company, Parent or persons affiliated with the Company. Company or Parent. The release must be in the form prescribed by the Company, without alterations. Company. You must execute and return the release on or before the date specified by the Company in the prescribed form 45th day after your Separation (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. b. In addition, if your breach any obligations under your Proprietary Information, Assignment of Inventions and Non-Compete Agreement, the Company may immediately cease all benefits described in this Section 5. (b) Salary Continuation. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause and a Separation occurs, then the Company will continue to pay your base salary for a period of 9 six months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within 60 days after your Separation on the 10th business day following the Release Deadline and, once they commence, will include any unpaid amounts accrued from be retroactive to the date of your Separation; provided, however, if Separation. (c) Bonus Payment. If the 60-day period described in the preceding sentence spans two calendar years, then the payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. If you are subject to an Involuntary Termination, then Company terminates your employment for any reason other than Cause and a Separation occurs, the Company will pay you a lump-sum in cash equal pro rated bonus amount pursuant to Section 2(b) based on the greater number of (i) your target bonus for days you were employed during the year in which the Involuntary Termination occurs or (ii) Separation occurs. Notwithstanding the actual foregoing, the bonus payment, if any, will only be paid to you with respect the extent that applicable individual and Company performance goals are deemed by the Parent Board to have been met for the Company's most recently completed fiscal year. Such applicable bonus period. The bonus payment will be made within 60 days after your Separation; provided, however, paid, if such 60-day period spans two calendar years, then at all, on the payment will date when Company bonuses are paid to other employees of the Company, but in any no event be made in the second calendar year on first payroll date later than March 15th following the Release Deadline. David Clark December 14, 2015 Page 3 d. year of Separation. (d) COBRA. If you are subject to an Involuntary Termination the Company terminates your employment for any reason other than Cause, a Separation occurs, and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (i) the close of the 9-month 6-month period following Timothy MacCarrick June 2, 2013 Page 4 your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payments will be treated as taxable compensation income to you if required or advisable, in the Company's sole discretion, to avoid adverse consequences to you, the Company or the Company's other employees. View More

Severance Benefit. a. (a) General. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause and a Separation occurs, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you (i) have returned all Company property in your possession, possession; (ii) have resigned as a member of the Boards of Directors of the Company and all of its subsidiaries, subsidiaries and affiliated entities, to the... extent applicable, applicable; and (iii) have executed a general release of all claims that you may have against the Company Company, Parent or persons affiliated with the Company. Company or Parent. The release must be in the form prescribed by the Company, without alterations. Company. You must execute and return the release on or before the date specified by the Company in the prescribed form 45th day after your Separation (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. b. In addition, if your breach any obligations under your Proprietary Information, Assignment of Inventions and Non-Compete Agreement, the Company may immediately cease all benefits described in this Section 5. (b) Salary Continuation. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause and a Separation occurs, then the Company will continue to pay your base salary for a period of 9 six months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within 60 days after your Separation on the 10th business day following the Release Deadline and, once they commence, will include any unpaid amounts accrued from be retroactive to the date of your Separation; provided, however, if Separation. (c) Bonus Payment. If the 60-day period described in the preceding sentence spans two calendar years, then the payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. If you are subject to an Involuntary Termination, then Company terminates your employment for any reason other than Cause and a Separation occurs, the Company will pay you a lump-sum in cash equal prorated bonus Richard Jackson April 17, 2014 Page 4 amount pursuant to Section 2(b) based on the greater number of (i) your target bonus for days you were employed during the year in which the Involuntary Termination occurs or (ii) Separation occurs. Notwithstanding the actual foregoing, the bonus payment, if any, will only be paid to you with respect the extent that applicable individual and Company performance goals are deemed by the Parent Board to have been met for the Company's most recently completed fiscal year. Such applicable bonus period. The bonus payment will be made within 60 days after your Separation; provided, however, paid, if such 60-day period spans two calendar years, then at all, on the payment will date when Company bonuses are paid to other employees of the Company, but in any no event be made in the second calendar year on first payroll date later than March 15th following the Release Deadline. David Clark December 14, 2015 Page 3 d. year of Separation. (d) COBRA. If you are subject to an Involuntary Termination the Company terminates your employment for any reason other than Cause, a Separation occurs, and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (i) the close of the 9-month 6-month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payments will be treated as taxable compensation income to you if required or advisable, in the Company's sole discretion, to avoid adverse consequences to you, the Company or the Company's other employees. View More

Severance Benefit. a. (a) General. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause and a Separation occurs, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you (i) have returned all Company property in your possession, possession; (ii) have resigned as a member of the Boards of Directors of the Company and all of its subsidiaries, subsidiaries and affiliated entities, to the... extent applicable, applicable; and (iii) have executed a general release of all claims that you may have against the Company Company, Parent or persons affiliated with the Company. Company or Parent. The release must be in the form prescribed by the Company, without alterations. Company. You must execute and return the release on or before the date specified by the Company in the prescribed form 45th day after your Separation (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. b. In addition, if your breach any obligations under your Proprietary Information, Assignment of Inventions and Non-Compete Agreement, the Company may immediately cease all benefits described in this Section 5. (b) Salary Continuation. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause and a Separation occurs, then the Company will continue to pay your base salary for a period of 9 six months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within 60 days after your Separation on the 10th business day following the Release Deadline and, once they commence, will include any unpaid amounts accrued from be retroactive to the date of your Separation; provided, however, if Separation. (c) Bonus Payment. If the 60-day period described in the preceding sentence spans two calendar years, then the payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. If you are subject to an Involuntary Termination, then Company terminates your employment for any reason other than Cause and a Separation occurs, the Company will pay you a lump-sum in cash equal prorated bonus Mark Thurmond June 22, 2015 Page 4 amount pursuant to Section 2(b) based on the greater number of (i) your target bonus for days you were employed during the year in which the Involuntary Termination occurs or (ii) Separation occurs. Notwithstanding the actual foregoing, the bonus payment, if any, will only be paid to you with respect the extent that applicable individual and Company performance goals are deemed by the Parent Board to have been met for the Company's most recently completed fiscal year. Such applicable bonus period. The bonus payment will be made within 60 days after your Separation; provided, however, paid, if such 60-day period spans two calendar years, then at all, on the payment will date when Company bonuses are paid to other employees of the Company, but in any no event be made in the second calendar year on first payroll date later than March 15th following the Release Deadline. David Clark December 14, 2015 Page 3 d. year of Separation. (d) COBRA. If you are subject to an Involuntary Termination the Company terminates your employment for any reason other than Cause, a Separation occurs, and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (i) the close of the 9-month 6-month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payments will be treated as taxable compensation income to you if required or advisable, in the Company's sole discretion, to avoid adverse consequences to you, the Company or the Company's other employees. View More

Severance Benefit. a. (a) General. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause or Permanent Disability and a Separation occurs, then you will be entitled to the benefits described in this Section 5. 6. However, this Section 5 6 will not apply unless you have: (i) have returned all Company property in your possession, (ii) have resigned as a member of the Boards of Directors of the Company and all of its subsidiaries, to the extent applica...ble, and (iii) have executed a general release of all claims that you may have against the Company or persons affiliated with the Company. The release must be in the form prescribed by the Company, without alterations. Company. You must execute and return the release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 60 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. b. 6. (b) Salary Continuation. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause or Permanent Disability and a Separation occurs, then the Company will continue to pay your base salary for a period of 9 six months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within 60 30 days after your Separation the Release Deadline and, once they commence, will include any unpaid amounts accrued from be retroactive to the date of your Separation; provided, however, if the 60-day period described in the preceding sentence spans two calendar years, then the Separation. The salary continuation payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. end when you commence new employment or substantial self-employment. (c) COBRA. If you are subject to an Involuntary Termination, then the Company will pay you terminates your employment for any reason other than Cause or Permanent Disability, a lump-sum in cash equal to the greater of (i) your target bonus for the year in which the Involuntary Termination occurs or (ii) the actual bonus paid to you with respect to the Company's most recently completed fiscal year. Such payment will be made within 60 days after your Separation; provided, however, if such 60-day period spans two calendar years, then the payment will in any event be made in the second calendar year on first payroll date following the Release Deadline. David Clark December 14, 2015 Page 3 d. COBRA. If you are subject to an Involuntary Termination Separation occurs, and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (i) the close of the 9-month six-month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with commence new employment or substantial self-employment. Such payments will be treated as taxable compensation income to you if required or advisable, in the Company's sole discretion, to avoid adverse consequences to you, the Company or the Company's other employees. View More

Severance Benefit. a. (a) General. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause and a Separation occurs, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you (i) have returned all Company property in your possession, possession; (ii) have resigned as a member of the Boards of Directors of the Company and all of its subsidiaries, subsidiaries and affiliated entities, to the... extent applicable, applicable; and (iii) have executed a general release of all claims that you may have against the Company Company, Parent or persons affiliated with the Company. Company or Parent. The release must be in the form prescribed by the Company, without alterations. Company. You must execute and return the release on or before the date specified by the Company in the prescribed form 45th day after your Separation (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. b. In addition, if your breach any obligations under your Proprietary Information, Assignment of Inventions and Non-Compete Agreement, the Company may immediately cease all benefits described in this Section 5. (b) Salary Continuation. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause and a Separation occurs, then the Company will continue to pay your base salary for a period of 9 six months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within 60 days after your Separation on the 10th business day following the Release Deadline and, once they commence, will include any unpaid amounts accrued from be retroactive to the date of your Separation; provided, however, if Separation. (c) Bonus Payment. If the 60-day period described in the preceding sentence spans two calendar years, then the payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. If you are subject to an Involuntary Termination, then Company terminates your employment for any reason other than Cause and a Separation occurs, the Company will pay you a lump-sum in cash equal pro rated bonus amount pursuant to Section 2 based on the greater number of (i) your target bonus for days you were employed during the year in which the Involuntary Termination occurs or (ii) Separation occurs. Notwithstanding the actual foregoing, the bonus payment, if any, will only be paid to you with respect the extent that applicable individual and Company performance goals are deemed by the Parent Board to have been met for the Company's most recently completed fiscal year. Such applicable bonus period. The bonus payment will be made within 60 days after your Separation; provided, however, paid, if such 60-day period spans two calendar years, then at all, on the payment will date when Company bonuses are paid to other employees of the Company, but in any no event be made in the second calendar year on first payroll date later than March 15th following the Release Deadline. David Clark December 14, 2015 year of Separation. Diane Adams May 31, 2013 Page 3 d. 4 (d) COBRA. If you are subject to an Involuntary Termination the Company terminates your employment for any reason other than Cause, a Separation occurs, and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (i) the close of the 9-month 6-month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payments will be treated as taxable compensation income to you if required or advisable, in the Company's sole discretion, to avoid adverse consequences to you, the Company or the Company's other employees. View More

Severance Benefit. a. (a) General. If you are subject to an Involuntary Termination, a Termination Without Cause, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you (i) have returned all Company property in your possession, possession and (ii) have resigned as a member of the Boards of Directors of the Company and all of its subsidiaries, to the extent applicable, and (iii) have executed a general release of all claims that you may have against ...the Company or persons affiliated with the Company. The release must be in the form prescribed by the Company, without alterations. You must execute and return the release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. b. (b) Salary Continuation. If you are subject to a Termination Without Cause, then the Company will continue to pay your base salary (A) for a period rooftree (3) months after your Separation, if such separation occurs within the first year of employment; or (B) for a period of six (6) months after your Separation, if such separation occurs after the first year of employment. If you are subject to an Involuntary Termination, Termination within twelve (12) months after a Change in Control, then the Company will continue to pay your base salary for a period of 9 twelve (12) months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within 60 days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation; provided, however, Separation. However, if the 60-day period described in the preceding sentence spans two calendar years, then the payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. If you are subject to an Involuntary Termination, then the Company will pay you a lump-sum in cash equal to the greater of (i) your target bonus for the year in which the Involuntary Termination occurs or (ii) the actual bonus paid to you with respect to the Company's most recently completed fiscal year. Such payment will be made within 60 days after your Separation; provided, however, if such 60-day period spans two calendar years, then the payment will in any event be made begin in the second calendar year on first payroll date following the Release Deadline. David Clark December 14, 2015 year. Ronald Herbst PhD August 16, 2019 Page 3 d. COBRA. If 6. Proprietary information and inventions Agreement. Like all Company employees, you are subject to an Involuntary Termination and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion be required, as a condition of your monthly premium under COBRA as it pays for active employees and their eligible dependents until employment with the earliest of (i) the close of the 9-month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payments will be treated as taxable compensation income Company, to you if required or advisable, in sign the Company's sole discretion, to avoid adverse consequences to you, the Company or the Company's other employees. standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A. View More

Severance Benefit. a. General. If you are subject to In the event of an Involuntary Termination, then provided you satisfy the conditions described in Section 5(c) below, you will be entitled to the benefits following benefits: (a) Salary Continuation and Equity Acceleration. (i) If your Involuntary Termination occurs more than three months prior to a Change in Control or more than twelve (12) months after a Change in Control, the Company will continue to pay your base salary for a period of twelve (12) months aft...er your Separation; pay a pro-rated portion of your annual target bonus (based on number of months elapsed in the fiscal year); and you shall receive an additional nine (9) months of vesting on all your equity awards or grants then outstanding; or (ii) if your Involuntary Termination occurs within three months prior to a Change in Control or within twelve (12) months after a Change in Control, the Company will pay to you an amount equal to one and one-half (1.5) times the sum of (i) your base salary and (ii) your annual target bonus, less the amount of any salary continuation payments previously made pursuant to Section 5(a)(i), in substantially equal installments over a period of eighteen (18) months after your Separation; pay a pro-rated portion of your annual target bonus (based on number of months elapsed in the fiscal year); and all your equity awards or grants then outstanding shall immediately vest in full. The actual period during which the Company continues to make severance payments to you pursuant to this Section 5(a) shall be referred to as the "Severance Period". Your base salary and target bonus will be the rate or amounts in effect at the time of your Separation and any severance payments will be paid in accordance with the Company's standard payroll procedures. Any severance payments will commence within 60 days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation. However, if the 60 day period described in this Section 5. However, this the preceding sentence spans two calendar years, then the payments will in any event begin in the second calendar year. (b) COBRA. Provided you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the Severance Period, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (the "COBRA Benefit"). If necessary to avoid adverse tax consequences to you or the Company, the Company, in its sole discretion, reserves the right to treat the COBRA Benefit as taxable income. (c) Conditions. This Section 5 will not apply unless you (i) have returned all Company property in your possession, (ii) have resigned as a member of the Boards boards of Directors directors of the Company and all any of its subsidiaries, to the extent applicable, and (iii) have executed a general release of all claims that you may have against the Company or persons affiliated with the Company. The release must be therewith in the form prescribed by the Company, without alterations. with said general release not containing greater post-employment obligations than those set forth herein. You must execute and return the release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. b. Salary Continuation. If you are subject to an Involuntary Termination, then the Company will continue to pay your base salary for a period of 9 months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within 60 days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation; provided, however, if the 60-day period described in the preceding sentence spans two calendar years, then the payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. If you are subject to an Involuntary Termination, then the Company will pay you a lump-sum in cash equal to the greater of (i) your target bonus for the year in which the Involuntary Termination occurs or (ii) the actual bonus paid to you with respect to the Company's most recently completed fiscal year. Such payment will be made within 60 days after your Separation; provided, however, if such 60-day period spans two calendar years, then the payment will in any event be made in the second calendar year on first payroll date following the Release Deadline. David Clark December 14, 2015 Page 3 d. COBRA. If you are subject to an Involuntary Termination and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (i) the close of the 9-month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payments will be treated as taxable compensation income to you if required or advisable, in the Company's sole discretion, to avoid adverse consequences to you, the Company or the Company's other employees. View More

Severance Benefit. a. (a) General. If you are subject to an Involuntary Termination, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you (i) have returned all Company property in your possession, (ii) have resigned as a member of the Boards of Directors of the Company and all of its subsidiaries, to the extent applicable, and (iii) have executed a general release of all claims that you may have against the Company or persons affiliated with the C...ompany. The release must be in the form prescribed by Jen Jarrett February 14, 2018 Page 2 the Company, without alterations. You must execute and return the release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. b. The conditions and requirements described in this Section 5(a) are referred to herein as the "Benefit Conditions." (b) Salary Continuation. If you are subject to an Involuntary Termination, then the Company will continue to pay your base salary for a period of 9 six months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within 60 days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation; provided, however, Separation. However, if the 60-day period described in the preceding sentence spans two calendar years, then the payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. If you are subject to an Involuntary Termination, then the Company will pay you a lump-sum in cash equal to the greater of (i) your target bonus for the year in which the Involuntary Termination occurs or (ii) the actual bonus paid to you with respect to the Company's most recently completed fiscal year. Such payment will be made within 60 days after your Separation; provided, however, if such 60-day period spans two calendar years, then the payment will in any event be made begin in the second calendar year on first payroll date following the Release Deadline. David Clark December 14, 2015 Page 3 d. COBRA. If you are subject to an Involuntary Termination and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (i) the close of the 9-month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payments will be treated as taxable compensation income to you if required or advisable, in the Company's sole discretion, to avoid adverse consequences to you, the Company or the Company's other employees. year. View More

Severance Benefit. a. General. If you are subject to In the event of an Involuntary Termination, then provided you satisfy the conditions described in Section 5(c) below, you will be entitled to the benefits following benefits: (a) Salary Continuation and Equity Acceleration. (i) If your Involuntary Termination occurs more than three months prior to a Change in Control or more than twelve (12) months after a Change in Control, the Company will continue to pay your base salary for a period of nine (9) months after ...your Separation; pay a pro-rated portion of your annual target bonus (based on number of months elapsed in the fiscal year); and you shall receive an additional nine (9) months of vesting on all your equity awards or grants then outstanding; or (ii) if your Involuntary Termination occurs within three months prior to a Change in Control or within twelve (12) months after a Change in Control, the Company will pay to you an amount equal to the sum of (i) your base salary and (ii) your annual target bonus, less the amount of any salary continuation payments previously made pursuant to Section 5(a)(i), in substantially equal installments over a period of twelve (12) months after your Separation; pay a pro-rated portion of your annual target bonus (based on number of months elapsed in the fiscal year); and all your equity awards or grants then outstanding shall immediately vest in full. The actual period during which the Company continues to make severance payments to you pursuant to this Section 5(a) shall be referred to as the "Severance Period". Your base salary and target bonus will be the rate or amounts in effect at the time of your Separation and any severance payments will be paid in accordance with the Company's standard payroll procedures. Any severance payments will commence within 60 days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation. However, if the 60 day period described in this Section 5. However, this the preceding sentence spans two calendar years, then the payments will in any event begin in the second calendar year. (b) COBRA. Provided you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the Severance Period, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (the "COBRA Benefit"). If necessary to avoid adverse tax consequences to you or the Company, the Company, in its sole discretion, reserves the right to treat the COBRA Benefit as taxable income. (c) Conditions. This Section 5 will not apply unless you (i) have returned all Company property in your possession, (ii) have resigned as a member of the Boards boards of Directors directors of the Company and all any of its subsidiaries, to the extent applicable, and (iii) have executed a general release of all claims that you may have against the Company or persons affiliated with the Company. The release must be therewith in the form prescribed by the Company, without alterations. with said general release not containing greater post-employment obligations than those set forth herein. You must execute and return the release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. b. Salary Continuation. If you are subject to an Involuntary Termination, then the Company will continue to pay your base salary for a period of 9 months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within 60 days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation; provided, however, if the 60-day period described in the preceding sentence spans two calendar years, then the payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. If you are subject to an Involuntary Termination, then the Company will pay you a lump-sum in cash equal to the greater of (i) your target bonus for the year in which the Involuntary Termination occurs or (ii) the actual bonus paid to you with respect to the Company's most recently completed fiscal year. Such payment will be made within 60 days after your Separation; provided, however, if such 60-day period spans two calendar years, then the payment will in any event be made in the second calendar year on first payroll date following the Release Deadline. David Clark December 14, 2015 Page 3 d. COBRA. If you are subject to an Involuntary Termination and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (i) the close of the 9-month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payments will be treated as taxable compensation income to you if required or advisable, in the Company's sole discretion, to avoid adverse consequences to you, the Company or the Company's other employees. View More