Common use of Company Obligations upon Termination Clause in Contracts

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to Executive; (iii) any expenses owed to Executive pursuant to Section 2(f); (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of the Executive’s employment pursuant to any of employment, the circumstances listed in Section 3, Executive (or or, in the event of Executive’s death, such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designated, the Executive’s estate) shall be entitled to receive the sum ofreceive: (ia) any amount of the portion of Executive’s Annual Base Salary earned through the Date of Termination, but Termination not yet paid to Executivetheretofore paid; (iib) any reimbursement of expenses incurred through the entire amount Date of any Performance Bonus that relates Termination owing to the prior calendar year, but has not yet been paid to ExecutiveExecutive under Section 3.6; (iiic) any expenses accrued but unused vacation pay owed to the Executive pursuant to Section 2(f)3.5; and (ivd) any amount accrued and arising from the Executive’s participation in, or benefits accrued under under, any employee benefit plans, equity incentive plans, programs or arrangementsarrangements under Section 3.4, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangementsarrangements (including, including but not limited to accrued but unused vacation (collectivelyif applicable, the “Company Arrangements”any death benefits); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g.set forth in Sections 5.1, COBRA) or as specifically provided herein5.2 and 5.3 below, all of Executive’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c4.3 shall be the only payments and benefits payable in the event of the Executive’s termination of employment for any reason (other than, for the avoidance of doubt, any payments or benefits to which the Executive is entitled by virtue of her being a stockholder of the Company) and/or and any equity-based awards (each, an “Equity Award”) the Executive holds on the Date of Termination shall be treated as provided in the applicable plan or award agreement. The amounts in subsections (a)-(c) above shall be paid within sixty (60) days after the Date of Termination or, if earlier, on or before the time required by law, but in any event within the period required by Section 4, 409A such that it qualifies as applicablea “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 33(a) above, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive, which shall be paid as described in Section 2(a) above; (ii) except in the entire amount event of termination for Cause pursuant to Section 3(a)(iii), any Performance unpaid Annual Bonus that relates payable pursuant to the prior calendar year, but has not yet been paid to ExecutiveSection 2(d); (iii) any expenses owed to Executive pursuant to Section 2(f)2(h) above, which shall be paid within thirty (30) days after the Date of Termination; (iv) any accumulated unused vacation, which shall be paid in a lump sum within thirty (30) days after the Date of Termination; and (v) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided in a Company Arrangement or herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of the Executive’s employment pursuant to any of the circumstances listed in Section 33(a), the Executive (or the Executive’s estate) shall be entitled to receive the sum of: (i) the portion of the Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to the Executive; (ii) the entire amount of any Performance Bonus that relates actually earned by the Executive in the year prior to the prior calendar yearyear in which the Date of Termination occurs, but has not yet been paid to the Executive; (iii) any expenses owed to the Executive under Section 2(h); (iv) any accrued vacation pay owed to the Executive pursuant to Section 2(f2(g); and (ivv) any amount accrued and arising from the Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangementsarrangements under Section 2(f) (including, but not limited to, deferred compensation plans and vested Company matching funds), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before . For the Date avoidance of Termination. Except as otherwise expressly required by law (e.g.doubt, COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) shall cease upon the termination of the Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement the Executive shall not be entitled to receive the severance any other payments and or benefits described (including Annual Base Salary) except as specifically provided for in this Section 3(c) and/or or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 33(a) above, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any unpaid Annual Bonus earned by Executive for the entire amount of any Performance Bonus that relates year prior to the prior calendar yearyear in which the Date of Termination occurs, but has not yet been as determined by the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to ExecutiveExecutive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occurs; (iii) any accrued but unpaid paid vacation owed to Executive pursuant to Section 2(e) above, if applicable; (iv) any expenses owed to Executive pursuant to Section Sections 2(f), (g), (j) or (k) above; and (ivv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided hereinin a Company Arrangement, this Section 4 or otherwise in this Agreement, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) the entire amount of any Performance Bonus vacation time that relates to the prior calendar year, has been accrued but has not yet been paid to Executiveunused in accordance with Company’s Policies; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(f); and (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or ), as specifically provided herein, or with respect to the Converted Options or any of Executive’s other equity-related compensation (which, for the avoidance of doubt, shall be governed by the terms and conditions of the applicable equity compensation plans and agreements), all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or and Section 4, as applicable.

Company Obligations upon Termination. Upon termination of the Executive’s employment pursuant to any of the circumstances listed in Section 33(a), the Executive (or the Executive’s estate) shall be entitled to receive the sum of: (i) the portion of the Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to the Executive; (ii) any bonus actually earned by the entire amount of any Performance Bonus that relates Executive in the year prior to the prior calendar yearyear in which the Date of Termination occurs, but has not yet been paid to the Executive; (iii) any expenses owed to the Executive under Section 2(h); (iv) any accrued vacation pay owed to the Executive pursuant to Section 2(f2(g); , and (ivv) any amount accrued and arising from the Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangementsarrangements under Section 2(f) (including, but not limited to, deferred compensation plans and vested company matching funds), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation . (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before . For the Date avoidance of Termination. Except as otherwise expressly required by law (e.g.doubt, COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) shall cease upon the termination of the Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement the Executive shall not be entitled to receive the severance any other payments and or benefits described (including Annual Base Salary) except as specifically provided for in this Section 3(c) and/or or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of ExecutiveEmployee’s employment pursuant to any of the circumstances listed in Section 3employment, Executive Employee (or ExecutiveEmployee’s estate) shall be entitled to receive the sum of: (i) the portion of ExecutiveEmployee’s Annual Base Salary earned through the Date of Termination, but not yet paid to ExecutiveEmployee; (ii) the entire amount of any Performance Bonus that relates expenses incurred by Employee prior to the prior calendar year, but has not yet been paid Date of Termination and owed to ExecutiveEmployee pursuant to this Agreement; (iii) any expenses owed to Executive pursuant to Section 2(f); (iv) any amount accrued and arising from ExecutiveEmployee’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); (iv) payment for any accrued but unused vacation time for the current year as of the Date of Termination; and (v) any equity interests or awards that vested on or before earned but unpaid bonus with respect to bonus periods ending prior to the Date of TerminationTermination (collectively. “Accrued Benefits”). Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of ExecutiveEmployee’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) shall cease upon the termination of ExecutiveEmployee’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 33(a) or by Executive upon expiration of the Term following notice of nonrenewal by the Company or the Executive pursuant to Section 1(b), Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any paid time off that has been accrued but unused in accordance with the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to ExecutiveCompany’s Policies; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(f); (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation (collectively, the “Company Arrangements”); and (v) except in the case of a termination of Executive’s employment for Cause pursuant to Section 3(a)(iii), any equity interests or awards that vested on or before earned but unpaid Annual Bonus for the Date of Terminationprior calendar year. Except as otherwise expressly required by law (e.g., COBRACOBRA (as defined below)) or as specifically provided herein, or in any other plan or arrangement maintained by the Company, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company hereunder for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or and Section 44 as applicable or in any other plan or arrangement maintained by the Company, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 33(a), Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any paid time off that has been accrued but unused in accordance with the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to ExecutiveCompany’s Policies; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(f); (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation (collectively, the “Company Arrangements”); and (v) except in the case of a termination of Executive’s employment for Cause pursuant to Section 3(a)(iii), any equity interests or awards that vested on or before earned but unpaid Annual Bonus for the Date of Terminationprior fiscal year. Except as otherwise expressly required by law (e.g., COBRACOBRA (as defined below)) or as specifically provided herein, or in any other plan or arrangement maintained by the Company, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company hereunder for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or or Section 44 or in any other plan or arrangement maintained by the Company, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 33(a), Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any paid time off that has been accrued but unused in accordance with the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to ExecutiveCompany’s Policies; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(f); (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation (collectively, the “Company Arrangements”); and (v) except in the case of a termination of Executive’s employment for Cause pursuant to Section 3(a)(iii), any equity interests or awards that vested on or before earned but unpaid Annual Bonus for the Date of Terminationprior fiscal year. Except as otherwise expressly required by law (e.g., COBRACOBRA (as defined below)) or as specifically provided herein, or in any other plan or arrangement maintained by the Company, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or or Section 44 or in any other plan or arrangement maintained by the Company, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 33(a), Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; , (ii) the entire amount payment of Annual Base Salary for any Performance Bonus vacation time that relates to the prior calendar yearhas been accrued but unused in accordance with Company’s Policies, but has not yet been paid to Executive; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(f2(e); (iv) any accrued bonus amounts with respect to the year prior to the year in which the Date of Termination occurs, to the extent then unpaid, provided, however, that Executive will not be entitled to receive the amount in this subclause (iv) upon termination of Executive’s employment pursuant to the circumstances listed in Section 3(a)(iii) or Section 3(a)(vi), and (v) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangementsarrangements (including with respect to equity-based awards), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRACOBRA (as defined below)) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 33(a), Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any paid time off that has been accrued but unused in accordance with the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to ExecutiveCompany’s Policies; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(f2(g); (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation (collectively, the “Company Arrangements”); and (v) except in the case of a termination of Executive’s employment for Cause pursuant to Section 3(a)(iii), any equity interests or awards that vested on or before earned but unpaid Annual Bonus for the Date of Terminationprior fiscal year. Except as otherwise expressly required by law (e.g., COBRACOBRA (as defined below)) or as specifically provided herein, or in any other plan or arrangement maintained by the Company, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company hereunder for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 33(a) above, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any vacation time that has been accrued but unused in accordance with the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to ExecutiveCompany’s Policies; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(f); and (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under under, any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company ArrangementsAccrued Obligations”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided hereinin any applicable employee benefit plan or policy or under this Agreement (including this Section 3(c), Section 2(c) and Section 4, as applicable), or with respect to any of Executive’s equity-related compensation (which, for the avoidance of doubt, shall be governed by the terms and conditions of the applicable equity compensation plans and agreements and Section 2(c) of this Agreement), all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in this Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to Executive; (iii) any expenses expense reimbursements owed to Executive pursuant to Section 2(f); and (iviii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. For the avoidance of doubt, Executive’s rights under the Indemnification Agreement between the Company and Executive dated on or about the date hereof (the “Indemnification Agreement”) shall survive Executive’s termination of employment in accordance with the Indemnification Agreement. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 33(a), Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any paid time off that has been accrued but unused in accordance with the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to ExecutiveCompany’s Policies; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(f2(g); (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation (collectively, the “Company Arrangements”); and (v) except in the case of a termination of Executive’s employment for Cause pursuant to Section 3(a)(iii), any equity interests or awards that vested on or before earned but unpaid Annual Bonus for the Date of Terminationprior fiscal year. Except as otherwise expressly required by law (e.g., COBRACOBRA (as defined below)) or as specifically provided herein, or in any other plan or arrangement maintained by the Company, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company hereunder for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or or Section 44 or in any other plan or arrangement maintained by the Company, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in this Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to Executive; (iii) any expenses owed to Executive pursuant to Section 2(f2(e) or Section 2(h) (subject to Executive’s repayment obligations under such Section); and (iviii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in this Section 3, Executive (or Executive’s estate) shall be ​ entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to Executive; (iii) any expenses expense reimbursements owed to Executive pursuant to Section 2(f(f); and (iviii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plansaccrued and unused vacation, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 33(a), Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, Termination but not yet paid to Executive; (ii) the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to Executive; (iii) any expenses owed to Executive pursuant to the last sentence of Section 2(f2(c) or Section 2(e); and (iviii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in Section 2(b), this Section 3(c) and/or or Section 4, as applicable. For the avoidance of doubt, Executive’s Option Grant and any other equity held by him or any equity grants which remain outstanding shall be governed by the applicable documentation and not the provisions of this Section 3.

Company Obligations upon Termination. Upon termination of Executive’s 's employment pursuant to any of the circumstances listed in Section 3, Executive (or Executive’s 's estate) shall be entitled to receive the sum of: (i) the portion of Executive’s 's Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any vacation time that has been accrued but unused in accordance with the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to ExecutiveCompany's Policies; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(f2(e); and (iv) any amount accrued and arising from Executive’s 's participation in, or benefits accrued under under, any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “"Company Arrangements”"); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or ), as specifically provided herein, or with respect to any of Executive's equity-related compensation (which, for the avoidance of doubt, shall be governed by the terms and conditions of the applicable equity compensation plans and agreements), all of Executive’s 's rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s 's employment hereunder. In the event that Executive’s 's employment is terminated by the Company for any reason, Executive’s 's sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or and Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in this Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to Executive; (iii) any expenses owed to Executive pursuant to Section 2(f2(e); and (iviii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 33(a) above, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any unpaid Annual Bonus earned by Executive for the entire amount of any Performance Bonus that relates year prior to the prior calendar yearyear in which the Date of Termination occurs, but has not yet been as determined by the Board in its good faith discretion based upon actual performance achieved, which Annual Bonus, if any, shall be paid to ExecutiveExecutive when bonuses for such year are paid to actively employed senior executives of the Company but in no event later than March 15 of the year in which the Date of Termination occurs; (iii) any accrued but unpaid paid vacation owed to Executive pursuant to Section 2(f) above, if applicable; (iv) any expenses owed to Executive pursuant to Section 2(f)2(g) above; and (ivv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided hereinin a Company Arrangement, this Section 4 or otherwise in this Agreement, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 33(a) above, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any vacation time that has been accrued but unused in accordance with the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to ExecutiveCompany’s Policies; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(f2(g); and (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under under, any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company ArrangementsAccrued Obligations”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided hereinin any applicable employee benefit plan or policy or under this Agreement (including this Section 3(c), Section 2(c) and Section 4, as applicable), or with respect to any of Executive’s equity-related compensation (which, for the avoidance of doubt, shall be governed by the terms and conditions of the applicable equity compensation plans and agreements and Section 2(c) of this Agreement), all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any vacation time that has been accrued but unused in accordance with the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to ExecutiveCompany’s Policies; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(f); and (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under under, any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or ), as specifically provided herein, or with respect to any of Executive’s equity-related compensation (which, for the avoidance of doubt, shall be governed by the terms and conditions of the applicable equity compensation plans and agreements), all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or and Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) the entire amount of any Performance Bonus vacation time that relates to the prior calendar yearhas been accrued but unused in accordance with Company’s Policies, but has not yet been paid to Executive; (iii) any expenses owed to Executive pursuant to Section 2(f); and (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or or Section 4, as applicable.

Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any vacation time that has been accrued but unused in accordance with the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to ExecutiveCompany’s Policies; (iii) any expenses reimbursements owed to Executive pursuant to Section 2(f); (iv) except in the event Executive’s employment is terminated by the Company for Cause pursuant to Section 3(a)(iii) or as a result of Executive’s resignation without Good Reason pursuant to Section 3(a)(vi), all amounts contemplated pursuant to Section 2(b)(ii) that have not yet been paid to Executive; and (v) any amount accrued and arising from Executive’s participation in, or benefits accrued under under, any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation arrangements (collectively, the “Company Arrangements”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law (e.g., COBRA) or ), as specifically provided herein, or with respect to any of Executive’s equity-related compensation (which, for the avoidance of doubt, shall be governed by the terms and conditions of the applicable equity compensation plans and agreements), all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or and Section 4, as applicable.