Severance Contract Clauses (805)

Severance. To the extent your employment is terminated by the Company without Cause or by you for Good Reason (not including death or Disability) at any time, you will be eligible for benefits under the Company's Executive Severance Plan (as most recently amended and restated as of November 2, 2015, as amended on July 9, 2021), as such plan may be further amended, restated or replaced from time to time (the "Severance Plan"), subject to satisfaction of the Severance Plan's relevant requirements (e.g., incu...rring a qualifying termination and execution of release). Notwithstanding the foregoing, for purposes of determining the benefits due to you pursuant to the Severance Plan, (a) the following shall be deemed to be added to the end of Section I.C of the Severance Plan: "For purposes of this Plan, the Eligible Employee shall be deemed to have been involuntarily terminated by action of the Company if the Eligible Employee terminated his employment with the Company for "Good Reason" (as defined in Exhibit B to that certain Amended and Restated Letter Agreement between the Company and the Eligible Individual dated as of January 19, 2022 (the "Amended and Restated Letter Agreement"));" (b) the definition of "Pay" in Section II.A.1 of the Severance Plan, shall be deemed to be "the sum of (a) two times his or her annual base salary as shown on the Company's records at the time of termination, and (b) two times the target value of his or her annual incentive under the Company's applicable annual incentive program (or program of similar effect) for the year in which termination occurs;" and (c) a new Section II.A.4 shall be deemed to have been added to the Severance Plan, which Section II.A.4 shall be deemed to read as follows: "Prorated Bonus. Subject to compliance with Plan requirements, an Eligible Employee shall receive payment of a pro rata portion of his Annual Bonus (as defined in the Amended and Restated Letter Agreement) for the fiscal year of the Company in his termination occurs, based on the number of days of such fiscal year that elapsed through the date his employment terminated and calculated based on the actual performance results applicable to such fiscal year (with any exercise of negative discretion to be based only on achievement (or lack thereof) of previously-established performance goals and not subjective personal performance), payable at such time as bonuses are paid by the Company to senior executives pursuant to the terms of the AIP (as defined in the Amended and Restated Letter Agreement), but in no event will such amount be paid after March 15th of the calendar year following the end of the fiscal year to which the Annual Bonus relates." January 19, 2022 Page 4 10. Golden Parachute Excise Tax. If the payments and benefits provided for in this Amended and Restated Letter Agreement or otherwise payable to you from the Company constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the payments and benefits provided to you under this Amended and Restated Letter Agreement will be limited to the greater of (a) the amount of payments and benefits that can be provided without triggering a parachute payment under Section 280G or (b) the maximum dollar amount of payments and benefits that can be provided so as to provide you with the greatest after-tax amount of such payments and benefits after taking into account any excise tax you may incur under Section 4999 with respect to those payments and benefits and any other benefits or payments to which you may be entitled in connection with any change in control or ownership of the Company under Section 280G or the subsequent termination of your employment. To the extent reduction of any payments and benefits is required by this Section 10 such that no portion of your severance benefits will be subject to the excise tax imposed by Section 4999, the severance benefits shall be reduced in the following order: (i) cash severance pay, (ii) cash payments based on the awards granted pursuant to the 2016 Plan and Section 7 of this Amended and Restated Letter Agreement, and (iii) any equity awards granted to you. View More

Severance. Your eligibility for severance upon a termination of employment will be governed by the terms of the Alphatec Severance Agreement and Alphatec Change in Control Agreement, forms of which are attached hereto as Annex A and Annex B, respectively.

Severance. (a) Termination Without Cause. If Executive's employment is terminated by the Company without Cause (as defined below), then, subject to compliance with Section 9, Executive will be eligible to receive a cash severance of twelve months of the Base Salary as in effect immediately before the Date of Termination (see Section 4(a) above), plus the full amount of the possible bonus compensation to which he would be entitled for the current year (see Section 4(b) above). Cash severance is payable on t...he Date of Termination. (b) Change of Control. If during Executive's employment with the Company (i) there is a Change of Control (as defined below) and (ii) Executive is not offered a Comparable Position (as defined below) by the surviving corporation, Executive will be eligible to receive a severance payment equal to (a) his annual Base Salary as in effect immediately before the Change of Control transaction plus (b) the full amount of the current year's targeted incentive bonus compensation as contemplated by Section 4(b) above, multiplied by a factor of 1.5; provided, however, that the multiplier shall be increased to a factor of two in the event the price of the Company's Common Stock payable in connection with the Change of Control transaction (the "Transaction Price") is at least $10 per share. In addition, the Company shall pay, or cause to be paid, the Executive's health insurance premiums for 1-1/2 years from the date of the Change of Control transaction or, in the event the Transaction Price is at least $10 per share, for two years. "Comparable Position" is a position with similar or greater responsibilities at Executive's then-current Base Salary and does not require Executive's relocation. "Change of Control" shall mean the sale of all or substantially all of the assets of the Company or the acquisition of the Company by another entity by means of consolidation or merger after which the then current stockholders of the Company hold less than 50% of the voting power of the surviving corporation; provided, however, that a reincorporation of the Company shall not be deemed a Change of Control. 3 (c) Accelerated Vesting upon Termination without Cause or Change of Control. In addition to the benefits provided for in this Section 8, all stock options or other equity grants awarded to Executive pursuant to a Company equity incentive plan, whether in effect on the day hereof or adopted hereafter, will vest in full and be non- forfeitable immediately before the Date of Termination referred to in Section 8(a) or the Change of Control referred to in Section 8(b). (d) Termination for Cause. If Executive's employment is terminated for Cause by the Company, then, (i) all further vesting of Executive's outstanding equity awards will terminate immediately; and (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately. (e) Other Termination Including due to Death or Disability. If Executive's employment terminates for any other reason, including but not limited to, death or Disability (defined below), then, (i) Executive's outstanding equity awards will be treated in accordance with the terms and conditions of the applicable award agreement(s); (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately, and (iii) Executive will be entitled to receive benefits only in accordance with the Company's then established plans, programs and practices. View More

Severance. (a) The Company will pay Employee, upon termination of Employee's employment with the Company prior to a Change in Control (as defined in 10(a) below) and following the Change in Control Period (as defined in Section 10(a) below) for any reason other than Cause (as defined in 10(d) below), or at any time due to Disability as defined in Section 10(c) below, (i) all base salary earned through the date of termination; (ii) any annual cash bonus earned by Employee for the fiscal year most recently e...nded prior to the date of termination to the extent unpaid on the date of termination; (iii) continuation of Employee's base salary for 12 months (the "Severance Period"), paid pursuant to the Company's normal payroll practices and subject to applicable withholding; and, further, Employee will be paid at the time annual cash bonuses are paid to other officers of similar title or at such time as the Severance Period is complete, whichever is later, a prorated annual bonus equal to the product of (x) the annual bonus, if any, that Employee earned for the entire fiscal year prior to the fiscal year in which Employee's employment with the Company terminates; and (y) a fraction, the numerator of which is the number of days Employee was employed by the Company during the fiscal year in which Employee's employment with the Company terminates and the denominator of which is the number of days in such year, paid at the time such bonus is paid to the Company's other employees of similar title to Employee; provided, however, that all such payment obligations shall terminate or lapse immediately upon any breach by Employee of Section 4, 5 or 6(a) of this Agreement or if Employee shall commence any action or proceeding in any court or before any regulatory agency arising out of or in connection with termination of Employee's employment. (b) If Employee receives severance pursuant to Section 7(a) and he timely and properly elects continuation health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") under the Company's current group health plan, Employee and his/her dependents shall be eligible to continue his coverage, pursuant to COBRA, and shall be responsible for the entire COBRA premium for the remainder of the applicable COBRA continuation period. (c) If Employee dies during the Severance Period, any severance payments payable pursuant to Section (a) will be paid to the appointed administrator, executor or personal representative of Employee's estate. (d) If Employee's employment with the Company is terminated for Disability, then the Company's obligation to pay severance pursuant to Section 7(a) shall be reduced by payments Employee receives under the Company's short-term and/or long-term disability plans, if any. 4 8. Termination of Employment. (a) Upon and after termination of Employee's employment with the Company employment howsoever arising, Employee shall, upon request by the Company: (i) immediately return to the Company all correspondence, documents, business calendars/diaries, or other property belonging to the Company which is in Employee's possession; (ii) immediately resign from any office Employee holds with the Company; and (iii) cooperate fully and in good faith with the Company in the resolution of all matters Employee worked on or was involved in during Employee's employment with the Company. Employee's cooperation will include reasonable consultation by telephone. Further, in connection therewith, Employee will, at the Company's request upon reasonable advance notice and subject to Employee's availability, make himself available to the Company in person at the Company's premises, for testimony in court, or elsewhere; provided, however, that in such event, the Company shall reimburse all of Employee's reasonable expenses incurred by Employee in connection therewith following submission to the Company of receipts or other evidence of such expense, provided that expenses in excess of $250, in the aggregate, must be approved in writing (which may be by e-mail) by the Company. View More

Severance. Subject to the other provisions of this Agreement, if your employment with the Company and its affiliates is terminated during the Term by the Company (or its applicable affiliate) other than for Cause or Disability, or by you for Good Reason (any termination entitling you to severance pursuant to this sentence, a "Qualifying Termination"), subject to your execution, delivery and non-revocation of the release of claims described in Section 4 below, the Company will (a) pay you, on the 60th day f...ollowing such termination, a lump sum severance payment equal to one times the sum of (i) your annual base salary as in effect as of the date of such termination, plus (ii) your target annual bonus as in effect as of the date of termination, (b) pay you a prorated bonus for the fiscal year during which such termination occurs (such proration to be based on the portion of such fiscal year during which you were employed by the Company and its affiliates), payable based on actual performance (determined according to the procedures the Company would have applied had you remained employed through the bonus payment date) at the same time annual bonuses for such fiscal year are paid to Company employees generally, and (c) provide you with reasonable outplacement services for one year after such termination (the cost of such services not to exceed $50,000). In addition, for a period (the "Continuation Period") of 12 months following the date of a Qualifying Termination, the Company will arrange to provide you (and your dependents) with coverage under the Company's medical, dental or other health plan, but only to the extent that you make a payment to the Company in an amount equal to the monthly COBRA premium payments on a timely basis required to maintain such coverage commencing with the first calendar month following the date of such termination, and the Company shall reimburse you (in accordance with the schedule set forth in Section 6) on an after-tax basis for the amount of such premiums, if any, in excess of any employee contributions necessary to maintain such coverage for the Continuation Period (the "COBRA Reimbursement"). View More

Severance. (a) Termination Without Cause or Resignation for Good Reason. If Executive's employment is terminated by the Company without Cause or if Executive resigns for Good Reason more than ninety days following the Effective Date but less than 1096 days following the Effective Date, then: (i) thirty-three percent (33%) of Executive's then outstanding unvested equity awards granted pursuant to the Company's 2007 Stock Plan or any other equity incentive plan approved by the Board shall vest as of the date... of such termination/resignation; (ii) Executive will receive severance benefits in an amount equal to three (3) months of Executive's Base Salary in the form of salary continuation following Executive's termination of employment in accordance with the Company's normal payroll practices (such amount being referred to herein as the "Severance Payment" and such period over which the Severance Payment is made being referred to herein as the "Severance Period"); and (iii) reimbursement for premiums paid for the group health continuation coverage premiums for Executive and Executive's eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") so as to provide Executive and Executive's eligible dependents the same level of benefits to the same extent as in effect on the date of Executive's termination through the lesser of (A) three (3) months from the effective date of such termination, (B) the date Executive and Executive's eligible dependents are no longer eligible to receive continuation coverage pursuant under COBRA; provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Executive must provide Company with written notice of Executive's new position within ten (10) business days of starting any such position, or Executive shall forfeit the remainder of the Severance Payments to be made pursuant to this Agreement. -2- (b) Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive's employment is terminated by the Company without Cause or if Executive resigns for Good Reason within twelve (12) months following a Change of Control that occurs more than ninety days following the Effective Date but less than 1096 days following the Effective Date, then: (i) one hundred percent (100%) of Executive's then outstanding unvested equity awards granted pursuant to the Company's 2007 Stock Plan or any other equity incentive plan approved by the Board shall vest as of the date of such termination/resignation; (ii) Executive will receive severance benefits in an amount equal to six (6) months of Executive's Base Salary in the form of salary continuation following Executive's termination of employment in accordance with the Company's normal payroll practices (such amount being referred to herein as the "Severance Payment" and such period over which the Severance Payment is made being referred to herein as the "Severance Period"); and (iii) reimbursement for premiums paid for the group health continuation coverage premiums for Executive and Executive's eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") so as to provide Executive and Executive's eligible dependents the same level of benefits to the same extent as in effect on the date of Executive's termination through the lesser of (A) six (6) months from the effective date of such termination, (B) the date Executive and Executive's eligible dependents are no longer eligible to receive continuation coverage pursuant under COBRA; provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Executive must provide Company with written notice of Executive's new position within ten (10) business days of starting any such position, or Executive shall forfeit the remainder of the Severance Payments to be made pursuant to this Agreement. Any benefits or payments provided under this Section 7(b) are in lieu of, and not in addition to, any benefits or payments that otherwise might be payable under Section 7(a). (c) Voluntary Termination Without Good Reason or Termination for Cause. If Executive's employment is terminated by reason of Executive's death or Disability, by Executive without Good Reason, or for Cause by the Company, then, except as provided in Section 6, (i) all further vesting of Executive's outstanding equity awards will terminate immediately; (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately; and (iii) Executive will be eligible for severance benefits only in accordance with the Company's then established plans, programs and practices. View More