Common use of Change in Control & Termination of Employment Clause in Contracts

Change in Control & Termination of Employment. In the event that the Executive’s employment is terminated by the Company (or a successor to the Company) without Cause (including pursuant to a notice of non-renewal by the Company at the end of the Initial Term or any Renewal Term pursuant to Section 2) or by the Executive for Good Reason, either in connection with a Change in Control or by a Notice of Termination delivered within eighteen (18) months after the consummation of a Change in Control, conditioned upon the Executive’s timely execution and non-revocation of a release of claims in accordance with Section 4(h) and the Executive’s continued compliance with the terms of this Agreement (including, but not limited to, the Executive’s satisfactory provision of any Transition Services (as defined in Section 4(i)) and Section 7 and Section 8 hereof) and all other agreements between the Executive and the Company (or a successor to the Company) and/or its Affiliates, the Executive shall be entitled to receive payments equal to the sum of: (i) (x) two times (2x) Base Salary as of the termination date less the aggregate amount of any portion of the Notice Salary Payments (as defined in Section 4(i)) paid to the Executive during the Notice Period, if applicable, plus (y) one times (1x) the Executive’s annualized car allowance (the “Car Allowance”), plus (z) twelve (12) months’ worth of the monthly premium payment to continue the Executive’s (and the Executive’s family’s) existing group health and dental coverage calculated under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), whether or not the Executive actually elects such continuation coverage (the “COBRA Benefit”), (ii) any earned but unpaid annual bonus with respect to the calendar year ending on or preceding the date of termination of employment, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Prior Year Bonus”); (iii) a payment equal to the product of (x) the annual bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the applicable performance goals for such year and (y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Pro Rata Bonus”) (collectively, clauses (i), (ii), and (iii) the “CIC Severance Benefit”), and shall also be entitled to: (iv) immediate vesting, as of the date of termination, of any Incentive Securities that vest solely based on continued service that are held by the Executive as of the date of termination (the “CIC Equity Treatment”). The CIC Severance Benefit payable pursuant to this Section 4(b) will be paid in a lump sum no later than the forty-fifth (45th) day immediately following the Executive’s termination of employment; provided that the Executive has executed a release of any and all claims against the Company (set forth in Section 4(h) below) and the revocation period specified therein has expired without the Executive revoking such release. However, if such forty-five (45) day period straddles two (2) taxable years of the Executive, then the Company shall pay the CIC Severance Benefit in the second of such taxable years, regardless of the taxable year in which the Executive actually delivers the executed release of claims.

Change in Control & Termination of Employment. In the event that the Executive’s 's employment is terminated by the Company (or a successor to the Company) without Cause (including pursuant to a notice of non-renewal by the Company at the end of the Initial Term or any Renewal Term pursuant to Section 2) or by the Executive for Good Reason, either in connection with a Change in Control or by a Notice of Termination delivered within eighteen (18) 12 months after the consummation of a Change in Control, conditioned upon the Executive’s timely execution and non-revocation of a release of claims in accordance with Section 4(h) and the Executive’s continued compliance with the terms of this Agreement (including, but not limited to, the Executive’s satisfactory provision of any Transition Services (as defined in Section 4(i)) and Section 7 and Section 8 hereof) and all other agreements between the Executive and the Company (or a successor to the Company) and/or its Affiliates, the Executive shall be entitled to receive payments (A) a lump sum payment (collectively, the "Severance Benefit") equal to the sum of: (i) (x) two times (2x) Base Salary as of the termination date less the aggregate amount of any portion of the Notice Salary Payments (as defined in Section 4(i)) paid to the Executive during the Notice Period, if applicabledate, plus (y) one times (1x) the Executive’s annualized car allowance (the “Car Allowance”)allowance, plus (z) a lump sum amount equal to twelve (12) months’ worth of the monthly premium payment to continue the Executive’s (and the Executive’s his family’s) existing group health and dental coverage calculated under the applicable provisions of the Consolidated Omnibus Budget Reconciliation COBRA Act of 1985 (“COBRA”)1985, whether or not the Executive actually elects such continuation coverage (the “COBRA Benefit”), (ii) any earned but unpaid annual bonus with respect to the calendar year ending on or preceding the date of termination of employment, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Prior Year Bonus”); (iii) a payment equal to the product of (x) the annual bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the applicable performance goals for such year and (y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Pro Rata Bonus”) (collectively, clauses (i), (ii)coverage, and (iiiB) immediate vesting of any Securities granted to the “CIC Severance Benefit”Executive during the course of the Executive's employment (including, but not limited to, any Securities granted under this Agreement and any appendixes hereto), without regard to any other terms or conditions governing such vesting (including, but not limited to, any then-undetermined performance-based vesting criteria set forth in this Agreement and shall also be entitled to: (iv) immediate vesting, as of the date of termination, of any Incentive Securities that vest solely based on continued service that are held by the Executive as of the date of termination (the “CIC Equity Treatment”appendixes hereto). The CIC Severance Benefit payable pursuant to this Section 4(b) will shall be paid in a lump sum to the Executive no later than the forty-fifth (45th) day immediately following the Executive’s termination of employment; 's "separation from service" (as defined under the Code), provided that the Executive has executed first executes a release of any and all claims against the Company (set forth in Section 4(h) 4(f), below) and the revocation period specified therein has expired without the Executive revoking such release. However, if such forty-five (45) day period straddles two (2) taxable years of the Executive, then the Company shall pay the CIC Severance Benefit in the second of such taxable years, regardless of the taxable year in which the Executive actually delivers the executed release of claims. Notwithstanding the foregoing and for avoidance of doubt, if the Executive's employment is terminated (x) at any time by the Company for Cause, or (y) voluntarily by the Executive without Good Reason, then in each case, the Executive shall only be entitled to any unpaid annual Base Salary and unreimbursed business expenses through and including the date of termination and the Executive shall not receive any Severance Benefit.

Change in Control & Termination of Employment. In the event that the Executive’s Employee's employment is terminated by the Company (or a successor to the Company) without Cause (including pursuant to a notice of non-renewal by the Company at the end of the Initial Term or any Renewal Term pursuant to Section 2) or by the Executive Employee for Good Reason, either in connection with a Change in Control or by a Notice of Termination delivered within eighteen (18) 12 months after the consummation of a Change in Control, conditioned upon the Executive’s timely execution and non-revocation of a release of claims in accordance with Section 4(h) and the Executive’s continued compliance with the terms of this Agreement (including, but not limited to, the Executive’s satisfactory provision of any Transition Services (as defined in Section 4(i)) and Section 7 and Section 8 hereof) and all other agreements between the Executive and the Company (or a successor to the Company) and/or its Affiliates, the Executive Employee shall be entitled to receive payments (A) a lump sum payment (collectively, the “Severance Benefit”) equal to the sum of: (i) (x) two times (2x) Base Salary as of the termination date less the aggregate amount of any portion of the Notice Salary Payments (as defined in Section 4(i)) paid to the Executive during the Notice Period, if applicabledate, plus (y) one times (1x) the Executive’s annualized car allowance (the “Car Allowance”), plus (z) a lump sum amount equal to twelve (12) months’ worth of the monthly premium payment to continue the ExecutiveEmployee’s (and the Executive’s his family’s) existing group health and dental coverage calculated under the applicable provisions of the Consolidated Omnibus Budget Reconciliation COBRA Act of 1985 (“COBRA”)1985, whether or not the Executive Employee actually elects such continuation coverage (the “COBRA Benefit”), (ii) any earned but unpaid annual bonus with respect to the calendar year ending on or preceding the date of termination of employment, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Prior Year Bonus”); (iii) a payment equal to the product of (x) the annual bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the applicable performance goals for such year and (y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Pro Rata Bonus”) (collectively, clauses (i), (ii)coverage, and (iii) the “CIC Severance Benefit”), and shall also be entitled to: (ivB) immediate vesting, as vesting of any Securities granted to the Employee during the course of the date of terminationEmployee's employment, of without regard to any Incentive Securities that vest solely other terms or conditions governing such vesting (including, but not limited to, any then-undetermined performance-based on continued service that are held by the Executive as of the date of termination (the “CIC Equity Treatment”vesting criteria applicable thereto). The CIC Severance Benefit payable pursuant to this Section 4(b) will shall be paid in a lump sum to the Employee no later than the forty-fifth (45th) day immediately following the Executive’s termination of employment; Employee's “separation from service” (as defined under the Code), provided that the Executive has executed Employee first executes a release of any and all claims against the Company (set forth in Section 4(h) 4(f), below) and the revocation period specified therein has expired without the Executive Employee revoking such release. However, if such forty-five (45) day period straddles two (2) taxable years of the ExecutiveEmployee, then the Company shall pay the CIC Severance Benefit in the second of such taxable years, regardless of the taxable year in which the Executive Employee actually delivers the executed release of claims. Notwithstanding the foregoing and for avoidance of doubt, if the Employee's employment is terminated (x) at any time by the Company for Cause, or (y) voluntarily by the Employee without Good Reason, then in each case, the Employee shall only be entitled to any unpaid annual Base Salary and unreimbursed business expenses through and including the date of termination and the Employee shall not receive any Severance Benefit.

Change in Control & Termination of Employment. In the event that the Executive’s 's employment is terminated by the Company (or a successor to the Company) without Cause (including pursuant to a notice of non-renewal by the Company at the end of the Initial Term or any Renewal Term pursuant to Section 2) or by the Executive for Good Reason, either in connection with a Change in Control or by a Notice of Termination delivered within eighteen (18) 12 months after the consummation of a Change in Control, conditioned upon the Executive’s timely execution and non-revocation of a release of claims in accordance with Section 4(h) and the Executive’s continued compliance with the terms of this Agreement (including, but not limited to, the Executive’s satisfactory provision of any Transition Services (as defined in Section 4(i)) and Section 7 and Section 8 hereof) and all other agreements between the Executive and the Company (or a successor to the Company) and/or its Affiliates, the Executive shall be entitled to receive payments (A) a lump sum payment (collectively, the "Severance Benefit") equal to the sum of: (i) (x) one million two times hundred thousand dollars (2x) Base Salary as of the termination date less the aggregate amount of any portion of the Notice Salary Payments (as defined in Section 4(i$1,200,000.00)) paid to the Executive during the Notice Period, if applicable, plus (y) one times (1x) the Executive’s annualized car allowance (the “Car Allowance”)allowance, plus (z) a lump sum amount equal to twelve (12) months’ worth of the monthly premium payment to continue the Executive’s (and the Executive’s his family’s) existing group health and dental coverage calculated under the applicable provisions of the Consolidated Omnibus Budget Reconciliation COBRA Act of 1985 (“COBRA”)1985, whether or not the Executive actually elects such continuation coverage (the “COBRA Benefit”), (ii) any earned but unpaid annual bonus with respect to the calendar year ending on or preceding the date of termination of employment, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Prior Year Bonus”); (iii) a payment equal to the product of (x) the annual bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the applicable performance goals for such year and (y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Pro Rata Bonus”) (collectively, clauses (i), (ii)coverage, and (iiiB) immediate vesting of any Shares granted to the “CIC Severance Benefit”Executive during the course of the Executive's employment (including, but not limited to, any Shares granted under this Agreement and any appendixes hereto), without regard to any other terms or conditions governing such vesting (including, but not limited to, any then-undetermined performance-based vesting criteria set forth in this Agreement and shall also be entitled to: (iv) immediate vesting, as of the date of termination, of any Incentive Securities that vest solely based on continued service that are held by the Executive as of the date of termination (the “CIC Equity Treatment”appendixes hereto). The CIC Severance Benefit payable pursuant to this Section 4(b) will shall be paid in a lump sum to the Executive no later than the forty-fifth (45th) day immediately following the Executive’s termination of employment; 's "separation from service" (as defined under the Code), provided that the Executive has executed first executes a release of any and all claims against the Company (set forth in Section 4(h) 4(f), below) and the revocation period specified therein has expired without the Executive revoking such release. However, if such forty-five (45) day period straddles two (2) taxable years of the Executive, then the Company shall pay the CIC Severance Benefit in the second of such taxable years, regardless of the taxable year in which the Executive actually delivers the executed release of claims. Notwithstanding the foregoing and for avoidance of doubt, if the Executive's employment is terminated (x) at any time by the Company for Cause, or (y) voluntarily by the Executive without Good Reason, then in each case, the Executive shall only be entitled to any unpaid annual Base Salary and unreimbursed business expenses through and including the date of termination and the Executive shall not receive any Severance Benefit.

Change in Control & Termination of Employment. In the event that the Executive’s employment is terminated by the Company (or a successor to the Company) without Cause (including pursuant to a notice of non-renewal by the Company at the end of the Initial Term or any Renewal Term pursuant to Section 2) or by the Executive for Good Reason, either in connection with a Change in Control or by a Notice of Termination delivered within eighteen (18) 12 months after the consummation of a Change in Control, conditioned upon the Executive’s timely execution and non-revocation of a release of claims in accordance with Section 4(h) and the Executive’s continued compliance with the terms of this Agreement (including, but not limited to, the Executive’s satisfactory provision of any Transition Services (as defined in Section 4(i)) and Section 7 and Section 8 hereof) and all other agreements between the Executive and the Company (or a successor to the Company) and/or its Affiliates, the Executive shall be entitled to receive payments (A) a lump sum payment (collectively, the “Severance Benefit”) equal to the sum of: (i) (x) two times (2x) Base Salary as of the termination date less the aggregate amount of any portion of the Notice Salary Payments (as defined in Section 4(i)) paid to the Executive during the Notice Period, if applicabledate, plus (y) one times (1x) the Executive’s annualized car allowance (the “Car Allowance”)allowance, plus (z) a lump sum amount equal to twelve (12) months’ worth of the monthly premium payment to continue the Executive’s (and the Executive’s his family’s) existing group health and dental coverage calculated under the applicable provisions of the Consolidated Omnibus Budget Reconciliation COBRA Act of 1985 (“COBRA”)1985, whether or not the Executive actually elects such continuation coverage (the “COBRA Benefit”), (ii) any earned but unpaid annual bonus with respect to the calendar year ending on or preceding the date of termination of employment, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Prior Year Bonus”); (iii) a payment equal to the product of (x) the annual bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the applicable performance goals for such year and (y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Pro Rata Bonus”) (collectively, clauses (i), (ii)coverage, and (iiiB) immediate vesting of any Securities granted to the “CIC Severance Benefit”Executive during the course of the Executive’s employment (including, but not limited to, any Securities granted under this Agreement), and shall also be entitled without regard to any other terms or conditions governing such vesting (including, but not limited to: (iv) immediate vesting, as of the date of termination, of any Incentive Securities that vest solely then-undetermined performance-based on continued service that are held by the Executive as of the date of termination (the “CIC Equity Treatment”vesting criteria applicable thereto). The CIC Severance Benefit payable pursuant to this Section 4(b) will shall be paid in a lump sum to the Executive no later than the forty-fifth (45th) day immediately following the Executive’s termination of employment; “separation from service” (as defined under the Code), provided that the Executive has executed first executes a release of any and all claims against the Company (set forth in Section 4(h) 4(f), below) and the revocation period specified therein has expired without the Executive revoking such release. However, if such forty-five (45) day period straddles two (2) taxable years of the Executive, then the Company shall pay the CIC Severance Benefit in the second of such taxable years, regardless of the taxable year in which the Executive actually delivers the executed release of claims. Notwithstanding the foregoing and for avoidance of doubt, if the Executive’s employment is terminated (x) at any time by the Company for Cause, or (y) voluntarily by the Executive without Good Reason, then in each case, the Executive shall only be entitled to any unpaid annual Base Salary and unreimbursed business expenses through and including the date of termination and the Executive shall not receive any Severance Benefit.

Change in Control & Termination of Employment. In the event that the Executive’s 's employment is terminated by the Company (or a successor to the Company) without Cause (including pursuant to a notice of non-renewal by the Company at the end of the Initial Term or any Renewal Term pursuant to Section 2) or by the Executive for Good Reason, either in connection with a Change in Control or by a Notice of Termination delivered within eighteen (18) 12 months after the consummation of a Change in Control, conditioned upon the Executive’s timely execution and non-revocation of a release of claims in accordance with Section 4(h) and the Executive’s continued compliance with the terms of this Agreement (including, but not limited to, the Executive’s satisfactory provision of any Transition Services (as defined in Section 4(i)) and Section 7 and Section 8 hereof) and all other agreements between the Executive and the Company (or a successor to the Company) and/or its Affiliates, the Executive shall be entitled to receive payments (A) a lump sum payment (collectively, the "Severance Benefit") equal to the sum of: (i) (x) two times (2x) Base Salary as of the termination date less the aggregate amount of any portion of the Notice Salary Payments (as defined in Section 4(i)) paid to the Executive during the Notice Period, if applicabledate, plus (y) one times (1x) the Executive’s annualized car allowance (the “Car Allowance”)allowance, plus (z) a lump sum amount equal to twelve (12) months’ worth of the monthly premium payment to continue the Executive’s (and the Executive’s his family’s) existing group health and dental coverage calculated under the applicable provisions of the Consolidated Omnibus Budget Reconciliation COBRA Act of 1985 (“COBRA”)1985, whether or not the Executive actually elects such continuation coverage (the “COBRA Benefit”), (ii) any earned but unpaid annual bonus with respect to the calendar year ending on or preceding the date of termination of employment, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Prior Year Bonus”); (iii) a payment equal to the product of (x) the annual bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the applicable performance goals for such year and (y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Pro Rata Bonus”) (collectively, clauses (i), (ii)coverage, and (iiiB) immediate vesting of any Shares granted to the “CIC Severance Benefit”Executive during the course of the Executive's employment (including, but not limited to, any Shares granted under this Agreement and any appendixes hereto), without regard to any other terms or conditions governing such vesting (including, but not limited to, any then-undetermined performance-based vesting criteria set forth in this Agreement and shall also be entitled to: (iv) immediate vesting, as of the date of termination, of any Incentive Securities that vest solely based on continued service that are held by the Executive as of the date of termination (the “CIC Equity Treatment”appendixes hereto). The CIC Severance Benefit payable pursuant to this Section 4(b) will shall be paid in a lump sum to the Executive no later than the forty-fifth (45th) day immediately following the Executive’s termination of employment; 's "separation from service" (as defined under the Code), provided that the Executive has executed first executes a release of any and all claims against the Company (set forth in Section 4(h) 4(f), below) and the revocation period specified therein has expired without the Executive revoking such release. However, if such forty-five (45) day period straddles two (2) taxable years of the Executive, then the Company shall pay the CIC Severance Benefit in the second of such taxable years, regardless of the taxable year in which the Executive actually delivers the executed release of claims. Notwithstanding the foregoing and for avoidance of doubt, if the Executive's employment is terminated (x) at any time by the Company for Cause, or (y) voluntarily by the Executive without Good Reason, then in each case, the Executive shall only be entitled to any unpaid annual Base Salary and unreimbursed business expenses through and including the date of termination and the Executive shall not receive any Severance Benefit.

Change in Control & Termination of Employment. In the event that the Executive’s 's employment is terminated by the Company (or a successor to the Company) without Cause (including pursuant to a notice of non-renewal by the Company at the end of the Initial Term or any Renewal Term pursuant to Section 2) or by the Executive for Good Reason, either in connection with a Change in Control or by a Notice of Termination delivered within eighteen (18) 12 months after the consummation of a Change in Control, conditioned upon the Executive’s timely execution and non-revocation of a release of claims in accordance with Section 4(h) and the Executive’s continued compliance with the terms of this Agreement (including, but not limited to, the Executive’s satisfactory provision of any Transition Services (as defined in Section 4(i)) and Section 7 and Section 8 hereof) and all other agreements between the Executive and the Company (or a successor to the Company) and/or its Affiliates, the Executive shall be entitled to receive payments (A) a lump sum payment (collectively, the "Severance Benefit") equal to the sum of: (i) (x) one million two times hundred thousand dollars (2x) Base Salary as of the termination date less the aggregate amount of any portion of the Notice Salary Payments (as defined in Section 4(i$1,200,000.00)) paid to the Executive during the Notice Period, if applicable, plus (y) one times (1x) the Executive’s annualized car allowance (the “Car Allowance”)allowance, plus (z) a lump sum amount equal to twelve (12) months’ worth of the monthly premium payment to continue the Executive’s (and the Executive’s his family’s) existing group health and dental coverage calculated under the applicable provisions of the Consolidated Omnibus Budget Reconciliation COBRA Act of 1985 (“COBRA”)1985, whether or not the Executive actually elects such continuation coverage (the “COBRA Benefit”), (ii) any earned but unpaid annual bonus with respect to the calendar year ending on or preceding the date of termination of employment, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Prior Year Bonus”); (iii) a payment equal to the product of (x) the annual bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the applicable performance goals for such year and (y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Pro Rata Bonus”) (collectively, clauses (i), (ii)coverage, and (iiiB) immediate vesting of any Shares granted to the “CIC Severance Benefit”Executive during the course of the Executive's employment (including, but not limited to, any Shares granted under this Agreement and any appendixes hereto), without regard to any other terms or conditions governing such vesting (including, but not limited to, any then-undetermined performance-based vesting criteria set forth in this Agreement and shall also be entitled to: (iv) immediate vesting, as of the date of termination, of any Incentive Securities that vest solely based on continued service that are held by the Executive as of the date of termination (the “CIC Equity Treatment”appendixes hereto). The CIC Severance Benefit payable pursuant to this Section 4(b) will shall be paid in a lump sum to the Executive no later than the forty-fifth (45th) day immediately following the Executive’s termination of employment; 's "separation from service" (as defined under the Code), provided that the Executive has executed first executes a release of any and all claims against the Company (set forth in Section 4(h) 4(f), below) and the revocation period specified therein has expired without the Executive revoking such release. However, if such forty-five (45) day period straddles two (2) taxable years of the Executive, then the Company shall pay the CIC Severance Benefit in the second of such taxable years, regardless of the taxable year in which the Executive actually delivers the executed release of claims. Notwithstanding the foregoing and for avoidance of doubt, if the Executive's employment is terminated (x) at any time by the Company for Cause, or (y) voluntarily by the Executive without Good Reason, then in each case, the Executive shall only be entitled to any unpaid annual Base Salary and unreimbursed business expenses through and including the date of termination and the Executive shall not receive any Severance Benefit.