ACHN 2018 Proxy Statement

Potential Termination and Change in Control Payments Potential termination and change-in-control payments pursuant to the employment agreements assuming termination or change in control occurred on December 29, 2017 are set forth in the table below. Triggering Event(1) Name Benefit Change in Control (With or Without Termination of Employment) ($) Termination Without Cause or Resignation For Good Reason More Than 12 months following a Change In Control) ($) Termination Without Cause or Resignation For Good Reason or Within 12 Months Following a Change-in- Control ($) Milind Deshpande, Ph.D. . . . . . . . Severance Payments — 911,550(2) 911,550(2) Bonus Payment — 364,620(3) 546,930(4) Continuation of Benefits — — (5) — (5) Market Value of Stock Vesting(6) — (7) — (8) — (9) Total — 1,276,170 1,458,480 Mary Kay Fenton . . . . . . . . . . . . . . Severance Payments — 382,130(2) 382,130(2) Bonus Payment — 152,852(3) 152,852(4) Continuation of Benefits — 20,462(5) 20,462(5) Market Value of Stock Vesting(6) — (7) — (8) — (9) Total — 555,444 555,444 Martha Manning . . . . . . . . . . . . . . Severance Payments — 339,900(2) 339,900(2) Bonus Payment — 118,965(3) 118,965(4) Continuation of Benefits — 20,462(5) 20,462(5) Market Value of Stock Vesting(6) — (7) — (8) — (9) Total — 479,327 479,327 Joseph Truitt . . . . . . . . . . . . . . . . . Severance Payments — 408,200(2) 408,200(2) Bonus Payment — 163,280(3) 163,280(3) Continuation of Benefits — 20,462(5) 20,462(5) Market Value of Stock Vesting(6) — (7) — (8) — (9) Total — 591,942 591,942 (1) In the event the executive’s employment is terminated for cause or the executive resigns without good reason, the executive is not entitled to any termination or change in control payments. (2) Represents a lump sum payment equal to twelve months of each executive’s base salary at the time of termination except in the case of Dr. Deshpande for whom the amount represents a lump sum payment equal to eighteen months of base salary. Additionally, in the event that Dr. Deshpande’s employment is terminated by notice of non-renewal, provided that he would otherwise have been willing and able to continue his employment under the terms of his agreement, he will receive the same payments he would receive in the event of a termination during the period 60 days prior to or within twelve months following a change in control of the Company. (3) Represents a payment equal to each executive’s annual target bonus payment for fiscal year 2017. (4) Represents a payment equal to each executive’s annual target bonus payment for fiscal year 2017, except in the case of Dr. Deshpande for whom the amount represents a payment equal to 150% of his annual target bonus payment for fiscal year 2017. 51