The terms of the Severance Plan are as follows:

    If, during the term of the Severance Plan, a participant's employment with the Company is terminated by the Company without "cause" (as such term is defined in the Severance Plan), the participant will generally be entitled to receive (1) a lump sum severance payment equal to the participant's annual base salary rate multiplied by the participant's "severance multiplier," and (2) payment by the Company of the participant's premiums for continued medical and other welfare benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for a number of months determined by multiplying the participant's severance multiplier by twelve. The severance multiplier for Mr. Ruane is now one and one-half (1.5), and the severance multiplier for each of Dr. Hosseini and Mr. Patel is one (1).

    If, during the term of the Severance Plan, a participant's employment with the Company is terminated by the Company without cause or by the participant for "good reason" (as such term is defined in the Severance Plan) within 90 days before, or within two years after, the occurrence of a "change in control" (as such term is defined in each participant's Severance Plan participation agreement) of the Company, then, in lieu of the benefits described above, the participant will generally be entitled to receive (1) a lump sum severance payment equal to the sum of (a) the participant's annual base salary rate multiplied by the participant's "change in control severance multiplier" plus (b) the participant's target bonus for the year in which the termination occurs (or, if the participant does not have a target bonus opportunity for such year, the average annual cash bonus paid to the participant for the three preceding fiscal years), (2) payment by the Company of the participant's premiums for continued medical and other welfare benefits pursuant to COBRA for a number of months determined by multiplying the participant's change in control severance multiplier by twelve, and (3) full accelerated vesting of the participant's stock options and other equity-based awards, with a six-month extension of the period to exercise stock options. The change in control severance multiplier for Mr. Ruane is now two (2), and the change in control severance multiplier for each of Dr. Hosseini and Mr. Patel is one and one-half (1.5).

    A participant's right to receive benefits under the Severance Plan is subject to the participant's execution of a release of claims in favor of the Company upon the termination of the participant's employment. Participants are generally not obligated to seek new employment to mitigate the Company's severance obligations under the Severance Plan.