Common use of ACCURAY CONFIDENTIAL Clause in Contracts

ACCURAY CONFIDENTIAL. (i) continued coverage under the Company’s insurance benefit plans through the termination date and such other benefits to which he/she may be entitled pursuant to the Company’s benefit plans, provided, however, that Executive shall not participate in any severance plan of the Company; (ii) payment of all earned but unpaid compensation (including accrued unpaid vacation) through the effective date of termination, payable on or before the termination date; and (iii) reimbursement of expenses incurred on or before the termination date in accordance with Section 4(e), above, if a request for reimbursement of the expenses was timely submitted to the Company; plus (iv) payment of the equivalent of the Base Salary, as then in effect (provided that if there has been any reduction in the Base Salary that would otherwise constitute Good Reason, then the rate in effect prior to such reduction), that he/she would have earned over the next twelve (12) months following the termination date (less necessary withholdings and authorized deductions) (the “Severance Payment”), payable in a lump sum on the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable (the “Release Effective Date”), but (1) in any event within 30 days after the Release Effective Date and (2) subject to Section 16, below; (v) either (1) if Executive’s termination date occurs on or following the date on which bonus payments to similarly situated executives are made under the Bonus Plan for the fiscal year prior to the fiscal year in which Executive’s termination occurs (the “Prior Fiscal Year”), then payment of a prorated portion of the actual bonus Executive would have otherwise received for the fiscal year during which the termination occurs, as if Executive had remained employed by the Company through the date that would have otherwise been required to earn the bonus, but without the Board or any committee of the Board exercising any negative discretion to reduce the amount of the award, calculated by dividing the number of days from the start of the fiscal year through the termination date by 365 and multiplying the amount of such actual bonus Executive would have otherwise received by this percentage (but not by more than 100%), and paid at the same time as bonuses are paid to other Company executives that are similarly situated to Executive; provided, however, that if the termination date is after the seventh month of the fiscal year, the actual bonus will not be prorated and Executive will receive 100% of such actual bonus Executive would have otherwise received for that fiscal year (without the Board or any committee of the Board exercising any negative discretion) at the same time as bonuses are paid to other Company executives that are similarly situated to Executive or (2) if Executive’s termination date occurs prior to the date on which bonus payments to similarly situated Company executives are made under the Bonus Plan for the Prior Fiscal Year, then payment of the actual bonus Executive would have otherwise received under the Bonus Plan for the Prior Fiscal Year, as if Executive had remained employed by the Company through the date that would have otherwise been required to earn the bonus, but without the Board or any committee of the Board exercising any negative discretion to reduce the amount of the award, paid at the same time a bonuses are paid to other Company executives that are similarly situated to Executive. (vi) subject to Section 5(g), reimbursement of insurance premiums payable to retain group health coverage as of the termination date for himself/herself and his/her eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), for twelve (12) months from the date Executive becomes COBRA eligible or the maximum period of COBRA coverage, whichever is less; provided that Executive must submit a reimbursement request in accordance with Company policy within thirty (30) days of paying such insurance premiums. The Company will reimburse the executive within thirty (30) days of receiving a properly submitted request. In addition, if Executive accepts other employment within such twelve (12) months, the Company’s obligation under this Section 5(a)(vi) will be extinguished as of the date Executive becomes eligible to be covered under the group health plan of Executive’s new employer; and

ACCURAY CONFIDENTIAL. (i) continued coverage under including without limitation any bonus or portion of a bonus that otherwise may have become due and payable to Executive with respect to the Company’s insurance benefit plans through the year in which such termination date and such other benefits to which occurs unless he/she may be entitled pursuant to remains employed with the Company’s benefit plans, provided, however, that Executive shall not participate in any severance plan Company as of the Company; (ii) payment of all earned but unpaid compensation (including accrued unpaid vacation) through the effective date of termination, payable on or before the termination date; and (iii) reimbursement of expenses incurred on or before the termination date in accordance with Section 4(e), above, if a request for reimbursement of the expenses was timely submitted to the Company; plus (iv) payment of the equivalent of the Base Salary, as then in effect (provided that if there has been any reduction in the Base Salary that would otherwise constitute Good Reason, then the rate in effect prior to such reduction), that he/she would have earned over the next twelve (12) months following the termination date (less necessary withholdings and authorized deductions) (the “Severance Payment”), payable in a lump sum on the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable (the “Release Effective Date”), but (1) in any event within 30 days after the Release Effective Date and (2) subject to Section 16, below; (v) either (1) if Executive’s termination date occurs on or following the date on which bonus payments to similarly situated executives are made under the Bonus Plan for the fiscal year prior to the fiscal year in which Executive’s termination occurs (the “Prior Fiscal Year”), then payment of a prorated portion of the actual bonus Executive would have otherwise received for the fiscal year during which the termination occurs, as if Executive had remained employed by the Company through the date that would have otherwise been required to earn the bonus, but without the Board or any committee of the Board exercising any negative discretion to reduce the amount of the award, calculated by dividing the number of days from the start of the fiscal year through the termination date by 365 and multiplying the amount of such actual bonus Executive would have otherwise received by this percentage (but not by more than 100%), and paid at the same time as bonuses are paid to other senior executives of the Company), or severance payments of any kind. (g) If the Company executives determines in its sole discretion that are similarly situated it cannot make the COBRA reimbursements under Section 5(a)(vi) or Section 5(e)(ii) (the “COBRA Reimbursements”) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive; provided, however, that if ’s group health coverage in effect on the termination of employment date is after (which amount will be based on the seventh premium for the first month of COBRA continuation coverage), which payments will be made regardless of whether the fiscal year, Executive elects COBRA continuation coverage and will commence on the actual bonus will not be prorated and Executive will receive 100% of such actual bonus Executive would have otherwise received for that fiscal year (without month following the Board or any committee of the Board exercising any negative discretion) at the same time as bonuses are paid to other Company executives that are similarly situated to Executive or (2) if Executive’s termination of employment and will end on the earlier of (x) the date occurs prior upon which the Executive obtains other employment or (y) the date the Company has paid an amount equal to 12 payments. For the avoidance of doubt, such taxable payments in lieu of COBRA Reimbursements (the “COBRA Substitute Payments”) may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholding. Notwithstanding anything to the date on which bonus payments to similarly situated contrary under this Agreement, if at any time the Company executives are made under determines in its sole discretion that it cannot provide the Bonus Plan for the Prior Fiscal YearCOBRA Substitute Payments without violating applicable law (including, then payment without limitation, Section 2716 of the actual bonus Public Health Service Act), Executive would have otherwise received under will not receive the Bonus Plan for the Prior Fiscal Year, as if Executive had remained employed by the Company through the date that would have otherwise been required to earn the bonus, but without the Board COBRA Substitute Payments or any committee of the Board exercising any negative discretion to reduce the amount of the award, paid at the same time a bonuses are paid to other Company executives that are similarly situated to Executivefurther COBRA Reimbursements. (vi) subject to Section 5(g), reimbursement of insurance premiums payable to retain group health coverage as of the termination date for himself/herself and his/her eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), for twelve (12) months from the date Executive becomes COBRA eligible or the maximum period of COBRA coverage, whichever is less; provided that Executive must submit a reimbursement request in accordance with Company policy within thirty (30) days of paying such insurance premiums. The Company will reimburse the executive within thirty (30) days of receiving a properly submitted request. In addition, if Executive accepts other employment within such twelve (12) months, the Company’s obligation under this Section 5(a)(vi) will be extinguished as of the date Executive becomes eligible to be covered under the group health plan of Executive’s new employer; and

ACCURAY CONFIDENTIAL. for the fiscal year immediately prior to the Change in Control if the Change in Control occurs within the first three (3) months of the fiscal year, payable at the same time as the payment under clause (i) continued coverage under of this Section 5(e), (v) all outstanding unvested equity awards previously granted to Executive shall become immediately vested, with Performance-based Equity Awards vesting at target unless otherwise specified in the applicable Performance-based Equity Award’s award agreement and (vi) payment for executive outplacement assistance services with the Company’s insurance benefit plans through the termination date then current outplacement services vendor and such other benefits to which he/she may be entitled pursuant to in accordance with the Company’s benefit plans, provided, however, that Executive shall not participate in any severance plan then current policies and practices with respect to outplacement assistance for other executives of the Company; (ii) payment of all earned but unpaid compensation (including accrued unpaid vacation) through the effective date of termination, payable on or before the termination date; and (iii) reimbursement of expenses incurred on or before the termination date in accordance with Section 4(e), above, if a request Company for reimbursement of the expenses was timely submitted up to the Company; plus (iv) payment of the equivalent of the Base Salary, as then in effect (provided that if there has been any reduction in the Base Salary that would otherwise constitute Good Reason, then the rate in effect prior to such reduction), that he/she would have earned over the next twelve (12) months following after the termination date (less necessary withholdings the payments and authorized deductionsbenefits set forth in Sections 5(e)(i)-(vi) (shall be referred to as the “Enhanced Severance PaymentBenefits”). For the avoidance of doubt, payable in a lump sum on the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable (the “Release Effective Date”), but (1) in any event within 30 days after the Release Effective Date and (2) subject to Section 16, below; (v) either (1) if Executive’s termination without Cause (excluding due to Executive’s death or Incapacity) or resignation for Good Reason occurs prior to a Change in Control, then any unvested portion of Executive’s outstanding equity awards will remain outstanding until the earlier of (i) the date occurs on or that is three (3) months following the termination of Executive’s employment or (ii) the date on which bonus payments that a Change in Control occurs (provided that in no event will any of Executive’s equity awards remain outstanding beyond the equity award’s maximum term to similarly situated executives are made under expiration). In the Bonus Plan event that a Change in Control does not occur by the date that is three (3) months following the termination of Executive’s employment, any unvested portion of Executive’s equity awards automatically will be forfeited permanently without having vested. Further, for any Performance-based Equity Awards, the fiscal year prior performance-based vesting component of the equity awards shall not be deemed to be automatically achieved as a result of the fiscal year in which application of Section 5(e)(v) but will remain outstanding during the three (3) month period following Executive’s termination occurs or through the date of the Change in Control, as applicable, to determine whether a Change in Control would have occurred within three (3) months of the “Prior Fiscal Year”)termination of Executive’s employment and, if so, the extent to which the performance condition is achieved, such determination to be made in accordance with the procedures set forth in the applicable award agreement. If the performance condition is satisfied and that would cause the award to become eligible to vest based on continued service, then payment clause (v) of a prorated this Section 5(e) will cause the service-based vesting component to be deemed satisfied and the vesting of the equity award will be accelerated as to the portion of the actual bonus Executive would have otherwise received for the fiscal year during which the termination occursaward that became eligible to vest. For clarity, as if Executive had remained employed by the Company through the date there is no service-based condition that would have otherwise been required applies with respect to earn the bonus, but without the Board or any committee portion of such equity award upon such satisfaction of the Board exercising any negative discretion to reduce the amount performance condition, such portion of the award, calculated by dividing the number of days from the start equity award will immediately vest upon such satisfaction of the fiscal year through performance condition. For the termination date by 365 sake of clarity, if any payments or benefits are payable under this Section 5(e), no payments or benefits shall be made under any other subsection of this Section 5, including Section 5(a) and multiplying the amount of such actual bonus Executive would have otherwise received by this percentage (but not by more than 100%Section 5(d), and any Enhanced Severance Benefits will be reduced by any Severance Benefits that may have been paid at or provided with respect to any termination triggering Severance Benefits that occurs during the same time as bonuses are paid to other Company executives that are similarly situated to Executive; provided, however, that if the termination date is after the seventh three-month of the fiscal year, the actual bonus will not be prorated and Executive will receive 100% of such actual bonus Executive would have otherwise received for that fiscal year (without the Board or any committee of the Board exercising any negative discretion) at the same time as bonuses are paid to other Company executives that are similarly situated to Executive or (2) if Executive’s termination date occurs period prior to the date on which bonus payments to similarly situated Company executives are made under the Bonus Plan for the Prior Fiscal Year, then payment of the actual bonus Executive would have otherwise received under the Bonus Plan for the Prior Fiscal Year, as if Executive had remained employed by the Company through the date that would have otherwise been required to earn the bonus, but without the Board or any committee of the Board exercising any negative discretion to reduce the amount of the award, paid at the same time a bonuses are paid to other Company executives that are similarly situated to ExecutiveChange in Control. (vi) subject to Section 5(g), reimbursement of insurance premiums payable to retain group health coverage as of the termination date for himself/herself and his/her eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), for twelve (12) months from the date Executive becomes COBRA eligible or the maximum period of COBRA coverage, whichever is less; provided that Executive must submit a reimbursement request in accordance with Company policy within thirty (30) days of paying such insurance premiums. The Company will reimburse the executive within thirty (30) days of receiving a properly submitted request. In addition, if Executive accepts other employment within such twelve (12) months, the Company’s obligation under this Section 5(a)(vi) will be extinguished as of the date Executive becomes eligible to be covered under the group health plan of Executive’s new employer; and

ACCURAY CONFIDENTIAL. termination date. The Company will have no further obligation to pay any compensation of any kind (i) continued coverage under including without limitation any bonus or portion of a bonus that otherwise may have become due and payable to Executive with respect to the Company’s insurance benefit plans through the year in which such termination date and such other benefits to which occurs unless he/she may be entitled pursuant to remains employed with the Company’s benefit plans, provided, however, that Executive shall not participate in any severance plan Company as of the Company; (ii) payment of all earned but unpaid compensation (including accrued unpaid vacation) through the effective date of termination, payable on or before the termination date; and (iii) reimbursement of expenses incurred on or before the termination date in accordance with Section 4(e), above, if a request for reimbursement of the expenses was timely submitted to the Company; plus (iv) payment of the equivalent of the Base Salary, as then in effect (provided that if there has been any reduction in the Base Salary that would otherwise constitute Good Reason, then the rate in effect prior to such reduction), that he/she would have earned over the next twelve (12) months following the termination date (less necessary withholdings and authorized deductions) (the “Severance Payment”), payable in a lump sum on the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable (the “Release Effective Date”), but (1) in any event within 30 days after the Release Effective Date and (2) subject to Section 16, below; (v) either (1) if Executive’s termination date occurs on or following the date on which bonus payments to similarly situated executives are made under the Bonus Plan for the fiscal year prior to the fiscal year in which Executive’s termination occurs (the “Prior Fiscal Year”), then payment of a prorated portion of the actual bonus Executive would have otherwise received for the fiscal year during which the termination occurs, as if Executive had remained employed by the Company through the date that would have otherwise been required to earn the bonus, but without the Board or any committee of the Board exercising any negative discretion to reduce the amount of the award, calculated by dividing the number of days from the start of the fiscal year through the termination date by 365 and multiplying the amount of such actual bonus Executive would have otherwise received by this percentage (but not by more than 100%), and paid at the same time as bonuses are paid to other senior executives of the Company), or severance payments of any kind. (g) If the Company executives determines in its sole discretion that are similarly situated it cannot make the COBRA reimbursements under Section 5(a)(vi) or Section 5(e)(ii) (the “COBRA Reimbursements”) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive; provided, however, that if ’s group health coverage in effect on the termination of employment date is after (which amount will be based on the seventh premium for the first month of COBRA continuation coverage), which payments will be made regardless of whether the fiscal year, Executive elects COBRA continuation coverage and will commence on the actual bonus will not be prorated and Executive will receive 100% of such actual bonus Executive would have otherwise received for that fiscal year (without month following the Board or any committee of the Board exercising any negative discretion) at the same time as bonuses are paid to other Company executives that are similarly situated to Executive or (2) if Executive’s termination of employment and will end on the earlier of (x) the date occurs prior upon which the Executive obtains other employment or (y) the date the Company has paid an amount equal to 12 payments. For the avoidance of doubt, such taxable payments in lieu of COBRA Reimbursements (the “COBRA Substitute Payments”) may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholding. Notwithstanding anything to the date on which bonus payments to similarly situated contrary under this Agreement, if at any time the Company executives are made under determines in its sole discretion that it cannot provide the Bonus Plan for the Prior Fiscal YearCOBRA Substitute Payments without violating applicable law (including, then payment without limitation, Section 2716 of the actual bonus Public Health Service Act), Executive would have otherwise received under will not receive the Bonus Plan for the Prior Fiscal Year, as if Executive had remained employed by the Company through the date that would have otherwise been required to earn the bonus, but without the Board COBRA Substitute Payments or any committee of the Board exercising any negative discretion to reduce the amount of the award, paid at the same time a bonuses are paid to other Company executives that are similarly situated to Executivefurther COBRA Reimbursements. (vi) subject to Section 5(g), reimbursement of insurance premiums payable to retain group health coverage as of the termination date for himself/herself and his/her eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), for twelve (12) months from the date Executive becomes COBRA eligible or the maximum period of COBRA coverage, whichever is less; provided that Executive must submit a reimbursement request in accordance with Company policy within thirty (30) days of paying such insurance premiums. The Company will reimburse the executive within thirty (30) days of receiving a properly submitted request. In addition, if Executive accepts other employment within such twelve (12) months, the Company’s obligation under this Section 5(a)(vi) will be extinguished as of the date Executive becomes eligible to be covered under the group health plan of Executive’s new employer; and

ACCURAY CONFIDENTIAL. during which termination occurs, but no less than two hundred percent (200%) of the target bonus in effect for the fiscal year immediately prior to the Change in Control if the Change in Control occurs within the first three (3) months of the fiscal year, payable at the same time as the payment under clause (i) continued coverage under of this Section 5(e), (v) all outstanding unvested equity awards previously granted to Executive shall become immediately vested, with Performance-based Equity Awards vesting at target unless otherwise specified in the applicable Performance-based Equity Award’s award agreement and (vi) payment for executive outplacement assistance services with the Company’s insurance benefit plans through the termination date then current outplacement services vendor and such other benefits to which he/she may be entitled pursuant to in accordance with the Company’s benefit plans, provided, however, that Executive shall not participate in any severance plan then current policies and practices with respect to outplacement assistance for other executives of the Company; (ii) payment of all earned but unpaid compensation (including accrued unpaid vacation) through the effective date of termination, payable on or before the termination date; and (iii) reimbursement of expenses incurred on or before the termination date in accordance with Section 4(e), above, if a request Company for reimbursement of the expenses was timely submitted up to the Company; plus (iv) payment of the equivalent of the Base Salary, as then in effect (provided that if there has been any reduction in the Base Salary that would otherwise constitute Good Reason, then the rate in effect prior to such reduction), that he/she would have earned over the next twelve (12) months following after the termination date (less necessary withholdings the payments and authorized deductionsbenefits set forth in Sections 5(e)(i)-(vi) (shall be referred to as the “Enhanced Severance PaymentBenefits”). For the avoidance of doubt, payable in a lump sum on the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable (the “Release Effective Date”), but (1) in any event within 30 days after the Release Effective Date and (2) subject to Section 16, below; (v) either (1) if Executive’s termination without Cause (excluding due to Executive’s death or Incapacity) or resignation for Good Reason occurs prior to a Change in Control, then any unvested portion of Executive’s outstanding equity awards will remain outstanding until the earlier of (i) the date occurs on or that is three (3) months following the termination of Executive’s employment or (ii) the date on which bonus payments that a Change in Control occurs (provided that in no event will any of Executive’s equity awards remain outstanding beyond the equity award’s maximum term to similarly situated executives are made under expiration). In the Bonus Plan event that a Change in Control does not occur by the date that is three (3) months following the termination of Executive’s employment, any unvested portion of Executive’s equity awards automatically will be forfeited permanently without having vested. Further, for any Performance-based Equity Awards, the fiscal year prior performance-based vesting component of the equity awards shall not be deemed to be automatically achieved as a result of the fiscal year in which application of Section 5(e)(v) but will remain outstanding during the three (3) month period following Executive’s termination occurs or through the date of the Change in Control, as applicable, to determine whether a Change in Control would have occurred within three (3) months of the “Prior Fiscal Year”)termination of Executive’s employment and, if so, the extent to which the performance condition is achieved, such determination to be made in accordance with the procedures set forth in the applicable award agreement. If the performance condition is satisfied and that would cause the award to become eligible to vest based on continued service, then payment clause (v) of a prorated this Section 5(e) will cause the service-based vesting component to be deemed satisfied and the vesting of the equity award will be accelerated as to the portion of the actual bonus Executive would have otherwise received for the fiscal year during which the termination occursaward that became eligible to vest. For clarity, as if Executive had remained employed by the Company through the date there is no service-based condition that would have otherwise been required applies with respect to earn the bonus, but without the Board or any committee portion of such equity award upon such satisfaction of the Board exercising any negative discretion to reduce the amount performance condition, such portion of the award, calculated by dividing the number of days from the start equity award will immediately vest upon such satisfaction of the fiscal year through performance condition. For the termination date by 365 sake of clarity, if any payments or benefits are payable under this Section 5(e), no payments or benefits shall be made under any other subsection of this Section 5, including Section 5(a) and multiplying the amount of such actual bonus Executive would have otherwise received by this percentage (but not by more than 100%Section 5(d), and any Enhanced Severance Benefits will be reduced by any Severance Benefits that may have been paid at or provided with respect to any termination triggering Severance Benefits that occurs during the same time as bonuses are paid to other Company executives that are similarly situated to Executive; provided, however, that if the termination date is after the seventh three-month of the fiscal year, the actual bonus will not be prorated and Executive will receive 100% of such actual bonus Executive would have otherwise received for that fiscal year (without the Board or any committee of the Board exercising any negative discretion) at the same time as bonuses are paid to other Company executives that are similarly situated to Executive or (2) if Executive’s termination date occurs period prior to the date on which bonus payments to similarly situated Company executives are made under the Bonus Plan for the Prior Fiscal Year, then payment of the actual bonus Executive would have otherwise received under the Bonus Plan for the Prior Fiscal Year, as if Executive had remained employed by the Company through the date that would have otherwise been required to earn the bonus, but without the Board or any committee of the Board exercising any negative discretion to reduce the amount of the award, paid at the same time a bonuses are paid to other Company executives that are similarly situated to ExecutiveChange in Control. (vi) subject to Section 5(g), reimbursement of insurance premiums payable to retain group health coverage as of the termination date for himself/herself and his/her eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), for twelve (12) months from the date Executive becomes COBRA eligible or the maximum period of COBRA coverage, whichever is less; provided that Executive must submit a reimbursement request in accordance with Company policy within thirty (30) days of paying such insurance premiums. The Company will reimburse the executive within thirty (30) days of receiving a properly submitted request. In addition, if Executive accepts other employment within such twelve (12) months, the Company’s obligation under this Section 5(a)(vi) will be extinguished as of the date Executive becomes eligible to be covered under the group health plan of Executive’s new employer; and

ACCURAY CONFIDENTIAL. (ipurpose) continued coverage under equal to actual the Company’s insurance benefit plans through the termination date and such other benefits to which he/she may be entitled pursuant to the Company’s benefit plans, provided, however, COBRA reimbursement payment that Executive shall not participate in receives under Section 5(e)(ii) for any severance plan of the Company; (ii) payment of all earned but unpaid compensation (including accrued unpaid vacation) through the effective date of terminationparticular month, payable on or before the termination date; and (iii) reimbursement of expenses incurred on or before the termination date in accordance with Section 4(e), above, if a request for reimbursement of the expenses was timely submitted to the Company; plus (iv) payment two hundred percent (200%) of the equivalent of the Base Salary, as then in effect (provided that if there has been any reduction in the Base Salary that would otherwise constitute Good Reason, then the rate in effect prior to such reduction), that he/she would have earned over the next twelve (12) months following the termination date (less necessary withholdings and authorized deductions) (the “Severance Payment”), payable in a lump sum on the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable (the “Release Effective Date”), but (1) in any event within 30 days after the Release Effective Date and (2) subject to Section 16, below; (v) either (1) if Executive’s termination date occurs on or following the date on which target bonus payments to similarly situated executives are made under the Bonus Plan for the fiscal year prior to the fiscal year in which Executive’s termination occurs (the “Prior Fiscal Year”), then payment of a prorated portion of the actual bonus Executive would have otherwise received for the fiscal year during which the termination occurs, as if Executive had remained employed by the Company through the date that would have otherwise been required to earn the bonus, but without the Board or any committee no less than two hundred percent (200%) of the Board exercising any negative discretion target bonus in effect for the fiscal year immediately prior to reduce the amount of Change in Control if the award, calculated by dividing Change in Control occurs within the number of days from the start first three (3) months of the fiscal year through the termination date by 365 and multiplying the amount of such actual bonus Executive would have otherwise received by this percentage (but not by more than 100%)year, and paid payable at the same time as bonuses are paid to other Company executives that are similarly situated to Executive; providedthe payment under clause (i) of this Section 5(e), however, that if the termination date is after the seventh month of the fiscal year, the actual bonus will not be prorated and Executive will receive 100% of such actual bonus Executive would have otherwise received for that fiscal year (without the Board or any committee of the Board exercising any negative discretionv) at the same time as bonuses are paid to other Company executives that are similarly situated all outstanding unvested equity awards previously granted to Executive or (2) if Executiveshall become immediately vested, with Performance-based Equity Awards vesting at target unless otherwise specified in the applicable Performance-based Equity Award’s termination date occurs prior to the date on which bonus payments to similarly situated Company executives are made under the Bonus Plan for the Prior Fiscal Year, then payment of the actual bonus Executive would have otherwise received under the Bonus Plan for the Prior Fiscal Year, as if Executive had remained employed by the Company through the date that would have otherwise been required to earn the bonus, but without the Board or any committee of the Board exercising any negative discretion to reduce the amount of the award, paid at the same time a bonuses are paid to other Company executives that are similarly situated to Executive. award agreement and (vi) subject payment for executive outplacement assistance services with the Company’s then current outplacement services vendor and in accordance with the Company’s then current policies and practices with respect to Section 5(g), reimbursement of insurance premiums payable to retain group health coverage as outplacement assistance for other executives of the termination date Company for himself/herself and his/her eligible dependents pursuant up to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), for twelve (12) months from after the termination date (the payments and benefits set forth in Sections 5(e)(i)-(vi) shall be referred to as the “Enhanced Severance Benefits”). For the avoidance of doubt, if Executive’s termination without Cause (excluding due to Executive’s death or Incapacity) or resignation for Good Reason occurs prior to a Change in Control, then any unvested portion of Executive’s outstanding equity awards will remain outstanding until the earlier of (i) the date Executive becomes COBRA eligible that is three (3) months following the termination of Executive’s employment or (ii) the maximum period of COBRA coverage, whichever is less; date that a Change in Control occurs (provided that Executive must submit in no event will any of Executive’s equity awards remain outstanding beyond the equity award’s maximum term to expiration). In the event that a reimbursement request Change in Control does not occur by the date that is three (3) months following the termination of Executive’s employment, any unvested portion of Executive’s equity awards automatically will be forfeited permanently without having vested. Further, for any Performance-based Equity Awards, the performance-based vesting component of the equity awards shall not be deemed to be automatically achieved as a result of the application of Section 5(e)(v) but will remain outstanding during the three (3) month period following Executive’s termination or through the date of the Change in Control, as applicable, to determine whether a Change in Control would have occurred within three (3) months of the termination of Executive’s employment and, if so, the extent to which the performance condition is achieved, such determination to be made in accordance with Company policy within thirty the procedures set forth in the applicable award agreement. If the performance condition is satisfied and that would cause the award to become eligible to vest based on continued service, then clause (30v) days of paying such insurance premiumsthis Section 5(e) will cause the service-based vesting component to be deemed satisfied and the vesting of the equity award will be accelerated as to the portion of the award that became eligible to vest. The Company will reimburse the executive within thirty (30) days of receiving a properly submitted request. In additionFor clarity, if Executive accepts other employment within there is no service-based condition that applies with respect to any portion of such twelve (12) monthsequity award upon such satisfaction of the performance condition, such portion of the Company’s obligation equity award will immediately vest upon such satisfaction of the performance condition. For the sake of clarity, if any payments or benefits are payable under this Section 5(a)(vi5(e), no payments or benefits shall be made under any other subsection of this Section 5, including Section 5(a) and Section 5(d), and any Enhanced Severance Benefits will be extinguished as of reduced by any Severance Benefits that may have been paid or provided with respect to any termination triggering Severance Benefits that occurs during the date Executive becomes eligible three-month period prior to be covered under a Change in Control (this provision, the group health plan of Executive’s new employer; and“Non-duplication Provision”).