Common use of Conditions To And Timing Of Severance Payments Clause in Contracts

Conditions To And Timing Of Severance Payments. Any obligation of the Company to provide Employee the Severance Payments and the Equity Acceleration, or the Change of Control Severance Payments and the Change of Control Equity Acceleration, as applicable, is conditioned, however, on Employee’s cooperation in the transition of Employee’s duties and Employee’s execution, return to the Company, and non-revocation of a Severance Agreement and General Release acceptable to the Company, which shall include a release of all claims against the Company, all affiliated and related entities, and/or persons deemed necessary by the Company (the “Release”). The Release may also include Confidentiality, Non-Disparagement, No-Reapply, Tax Indemnification, and/or other appropriate terms. Employee shall not be entitled to receive the Severance Payments and the Equity Acceleration, or the Change of Control Severance Payments and the Change of Control Equity Acceleration, as applicable, unless Employee executes and returns the Release to the Company, and such Release becomes effective and non-revocable, within sixty (60) days following Employee’s termination of employment (or such shorter period provided for in the Release). Unless otherwise provided by this Agreement, the first payment of the Severance Payment or the Change of Control Severance Payment, as applicable, will be made on the Company’s next regular payday following the effective date of the Release; but that first payment shall include all amounts accrued retroactive to the day following the date Employee’s employment terminated. Notwithstanding anything contained herein to the contrary, in the event that the period during which Employee may review and revoke the Release begins in one calendar year and ends in the following calendar year, any severance payments hereunder that constitute non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), shall be paid to Employee no earlier than January 1 of the second calendar year.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide Employee the Executive the Severance Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in Paragraph 2 of Schedule A of the Award (if applicable) is, in each case, conditioned on the Executive's signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary terms, including (in the Company's sole discretion) a reaffirmation of the Executive's obligations under the Restrictive Covenant Agreement, and a seven (7) business day revocation period, in the form provided to the Executive by the Company at or around the time that the Executive's employment terminates (the "Separation Agreement "). The Executive must return to the Company and not revoke the Separation Agreement within the time period required by the Separation Agreement, and in any event, the Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date the Executive's employment terminates. Any Severance Payments and Health Continuation Benefits to which the Equity Acceleration, or the Change of Control Severance Payments and the Change of Control Equity Acceleration, as applicable, Executive is conditioned, however, on Employee’s cooperation entitled will be payable in the transition form of Employee’s duties and Employee’s execution, return to salary continuation in accordance with the normal payroll practices of the Company, and non-revocation of a Severance Agreement and General Release acceptable to the Company, which shall include a release of all claims against the Company, all affiliated and related entities, and/or persons deemed necessary by the Company (the “Release”). The Release may also include Confidentialityfirst such payment, Nontogether with the pro-Disparagement, No-Reapply, Tax Indemnification, and/or other appropriate terms. Employee shall not be entitled to receive the Severance Payments and the Equity Acceleration, or the Change of Control Severance Payments and the Change of Control Equity Acceleration, as applicable, unless Employee executes and returns the Release to the Company, and such Release becomes effective and non-revocable, within sixty (60rated Target Bonus described under Section 5(b)(ii) days following Employee’s termination of employment (or such shorter period provided for in the Release). Unless otherwise provided by this Agreement, the first payment of the Severance Payment or the Change of Control Severance Payment, as applicableabove, will be made on the Company’s 's next regular payday following the effective date expiration of the Release; but that first payment shall include all amounts accrued retroactive to the day following sixty (60) calendar days from the date Employee’s employment terminated. Notwithstanding anything contained herein to the contrary, in the event that the Executive's employment terminates, provided that if the 60-day period during which Employee may review and revoke the Release begins in one calendar year and ends in the following a second calendar year, any severance payments hereunder that constitute the Severance Payments, to the extent they qualify as "non-qualified deferred compensation compensation" within the meaning of Section 409A, shall begin to be paid in the second calendar year by the last day of such 60-day period, provided further that the initial payment of the Severance Payments shall include a catch-up payment to cover amounts retroactive to the day following such date of termination. Notwithstanding the foregoing, in the event that the Company's payment of the Health Continuation Benefits would subject the Company to any tax or penalty under Section 409A 105(h) of the Internal Revenue Code of 1986Code, as amended (“Section 409A”the " Code"), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall be paid work together in good faith to Employee no earlier than January 1 of the second calendar yearrestructure such benefit.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide Employee the Executive the Severance Payments Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in the Award (if applicable) is, in each case, conditioned on the Executive’s signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary terms, including (in the Company’s sole discretion) a twelve month post- employment noncompetition provision, other post-employment restrictive covenants substantially similar to those found in this Agreement and the Equity AccelerationRestrictive Covenant Agreement, or the Change of Control Severance Payments and the Change of Control Equity Accelerationa seven (7) business day revocation period, as applicable, is conditioned, however, on Employee’s cooperation in the transition of Employee’s duties and Employee’s execution, return form provided to the Company, and non-revocation of a Severance Agreement and General Release acceptable to the Company, which shall include a release of all claims against the Company, all affiliated and related entities, and/or persons deemed necessary Executive by the Company at or around the time that the Executive’s employment terminates (the “ReleaseSeparation Agreement”). The Release may also include ConfidentialityExecutive must return to the Company and not revoke the Separation Agreement within the time period required by the Separation Agreement, Non-Disparagementand in any event, No-Reapplythe Separation Agreement must become effective, Tax Indemnificationif at all, and/or other appropriate termsby the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Employee shall not be entitled to receive the Any Severance Payments and Health Continuation Benefits to which the Equity Acceleration, or Executive is entitled will be payable in the Change form of Control Severance Payments and salary continuation in accordance with the Change normal payroll practices of Control Equity Acceleration, as applicable, unless Employee executes and returns the Release to the Company. The first such payment, and such Release becomes effective and nontogether with the pro-revocable, within sixty (60rated Target Bonus described under Section 5(b)(ii) days following Employee’s termination of employment (or such shorter period provided for in the Release). Unless otherwise provided by this Agreement, the first payment of the Severance Payment or the Change of Control Severance Payment, as applicableabove, will be made on the Company’s next regular payday following the effective date expiration of the Release; but that first payment shall include all amounts accrued retroactive to the day following sixty (60) calendar days from the date Employeethat the Executive’s employment terminated. Notwithstanding anything contained herein to terminates, provided that if the contrary, in the event that the 60-day period during which Employee may review and revoke the Release begins in one calendar year and ends in the following a second calendar year, any severance payments hereunder that constitute the Severance Payments, to the extent they qualify as “non-qualified deferred compensation compensation” within the meaning of Section 409A, shall begin to be paid in the second calendar year by the last day of such 60-day period, provided further that the initial payment of the Severance Payments shall include a catch-up payment to cover amounts retroactive to the day following such date of termination. Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Benefits would subject the Company to any tax or penalty under Section 409A 105(h) of the Internal Revenue Code of 1986Code, as amended (the “Section 409ACode”), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall be paid work together in good faith to Employee no earlier than January 1 of the second calendar yearrestructure such benefit.

Conditions To And Timing Of Severance Payments. Any obligation of the Company to provide Employee you the Severance Payments and the Equity Termination Acceleration, or the Change of Control Severance Payments and the Change of Control Equity Acceleration, as applicable, is conditioned, however, on Employee’s cooperation your signing and returning to the Company a timely and effective separation agreement containing a general release of claims substantially in the transition form attached hereto as Exhibit B (the “Release of Employee’s duties Claims”) and Employee’s execution, return other customary terms in the form provided to the Company, and non-revocation of a Severance Agreement and General Release acceptable to the Company, which shall include a release of all claims against the Company, all affiliated and related entities, and/or persons deemed necessary you by the Company (at the “Release”)time your employment is terminated. The Release may also include Confidentialityof Claims must become effective, Non-Disparagementif at all, No-Reapply, Tax Indemnification, and/or other appropriate terms. Employee shall not be entitled to receive by the Severance Payments and sixtieth (60th) calendar day following the Equity Acceleration, or the Change of Control Severance Payments and the Change of Control Equity Acceleration, as applicable, unless Employee executes and returns the Release to the Company, and such Release becomes effective and non-revocable, within sixty (60) days following Employee’s termination of date your employment is terminated (or such shorter period provided for in the ReleaseRelease of Claims). Unless otherwise provided by this Agreement, the first payment of the Severance Payment or the Change of Control Severance Payment, as applicable, will be made on the Company’s next regular payday following the effective date of the ReleaseRelease of Claims; but that first payment shall include all amounts accrued retroactive to the day following the date Employee’s your employment terminated. Notwithstanding anything contained herein to the contrary, in the event that the period during which Employee you may review and revoke the Release of Claims begins in one calendar year and ends in the following calendar year, any severance payments hereunder that constitute non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), shall be paid to Employee you no earlier than January 1 of the second calendar year.

Conditions To And Timing Of Severance Payments. Any obligation of the Company to provide Employee the Severance Payments and the Equity Acceleration, or the Change of Control Severance Payments and the Change of Control Equity Acceleration, as applicable, is conditioned, however, on Employee’s cooperation in the transition of Employee’s duties and Employee’s execution, execution and return to the Company, and non-revocation Company of a Severance Separation Agreement and General Release acceptable to the CompanyRelease, which shall will include a release by Employee of all releasable claims against relating to employment or separation from employment, reaffirmation of Employee’s obligations under the CompanyConfidential Information, all affiliated Non-Disclosure, Non-Solicitation, Non-Compete and related entitiesRights to Intellectual Property Agreement, and/or persons deemed necessary by a twelve-month post-employment non-competition provision, and confidentiality, non-disparagement and cooperation obligations of the Company parties (the “ReleaseSeparation Agreement”) in a form substantially similar to the form attached hereto as Exhibit 4(c). The Release may also include Confidentiality, Non-Disparagement, No-Reapply, Tax Indemnification, and/or other appropriate terms. Employee shall not be entitled to receive the Severance Payments Separation Agreement must become binding and the Equity Acceleration, or the Change of Control Severance Payments and the Change of Control Equity Acceleration, as applicable, unless Employee executes and returns the Release to the Company, and such Release becomes effective and non-revocable, enforceable within sixty (60) 60 calendar days following after Employee’s termination of employment (or such shorter period provided for in the ReleaseSeparation Agreement). Unless otherwise provided by this Agreement, the first payment of the Severance Payment or the Change of Control Severance Payment, as applicable, will be made on the Company’s next regular payday following the effective date of the ReleaseSeparation Agreement; but that first payment shall include all amounts accrued retroactive to the day following the date Employee’s employment terminated. Notwithstanding anything contained herein to the contrary, in the event that the period during which Employee may review and revoke the Release Separation Agreement begins in one calendar year and ends in the following calendar year, any severance payments hereunder that constitute non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), shall be paid to Employee no earlier than January 1 of the second calendar year.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide Employee the Executive the Severance Payments Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in Paragraph 2 of Schedule A of the Award is, in each case, conditioned on his signing and returning, without revoking, to the Equity AccelerationCompany a timely and effective separation agreement containing a general release of claims and other customary terms, or the Change of Control Severance Payments and the Change of Control Equity Accelerationincluding post-employment restrictive covenants substantially similar to those found in this Agreement, as applicable, is conditioned, however, on Employee’s cooperation in the transition of Employee’s duties and Employee’s execution, return form provided to the Company, and non-revocation of a Severance Agreement and General Release acceptable to the Company, which shall include a release of all claims against the Company, all affiliated and related entities, and/or persons deemed necessary Executive by the Company at the time that the Executive’s employment terminates (the “ReleaseSeparation Agreement”). The Release may also include ConfidentialitySeparation Agreement must become effective, Non-Disparagementif at all, No-Reapply, Tax Indemnification, and/or other appropriate termsby the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Employee shall not be entitled to receive the Any Severance Payments and Health Continuation Benefits to which the Equity AccelerationExecutive is entitled will be payable in the form of salary continuation in accordance with the normal payroll practices of the Company. The first such payment, or together with the Change of Control Severance Payments pro-rated Target Bonus described under Section 5(b)(iii) above and the Change of Control Equity Acceleration, as applicable, unless Employee executes and returns the Release Signing Bonus (to the Company, and such Release becomes effective and non-revocable, within sixty (60) days following Employeeextent not paid prior to the date the Executive’s termination of employment (or such shorter period provided for in the Releaseterminates). Unless otherwise provided by this Agreement, the first payment of the Severance Payment or the Change of Control Severance Payment, as applicable, will be made on the Company’s next regular payday following the effective expiration of sixty (60) calendar days from the date of that the Release; Executive’s employment terminates, but that first payment shall include all amounts accrued will be retroactive to the day following the such date Employee’s employment terminatedof termination. Notwithstanding anything contained herein to the contraryforegoing, in the event that the period during which Employee may review and revoke Company’s payment of the Release begins in one calendar year and ends in Health Continuation Benefits would subject the following calendar year, Company to any severance payments hereunder that constitute non-qualified deferred compensation subject to tax or penalty under Section 409A 105(h) of the Internal Revenue Code of 1986Code, as amended (the “Section 409ACode”), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall be paid work together in good faith to Employee no earlier than January 1 of the second calendar yearrestructure such benefit.

Conditions To And Timing Of Severance Payments. Any obligation Notwithstanding any other provision of this Agreement to the Company to provide Employee contrary, the Severance Payments and the Equity Acceleration, Health Payment shall be paid or provided to you only if you enter into the Change Release within a period of Control time not to exceed forty-five (45) days from the date of termination of your employment and you do not revoke the Release. Any Severance Payments and the Change of Control Equity Acceleration, as applicable, is conditioned, however, on Employee’s cooperation to which you are entitled will be provided in the transition form of Employee’s duties and Employee’s executionsalary continuation, return to payable in accordance with the normal payroll practices of the Company, and non-revocation of a Severance Agreement and General Release acceptable to the Company, which shall include a release of all claims against the Company, all affiliated and related entities, and/or persons deemed necessary by the Company (the “Release”). The Release may also include Confidentiality, Non-Disparagement, No-Reapply, Tax Indemnification, and/or other appropriate termsHealth Payment will be paid in a lump sum. Employee shall not be entitled to receive the Severance Payments and the Equity Acceleration, or the Change Except as provided in Section 9(a) of Control Severance Payments and the Change of Control Equity Acceleration, as applicable, unless Employee executes and returns the Release to the Company, and such Release becomes effective and non-revocable, within sixty (60) days following Employee’s termination of employment (or such shorter period provided for in the Release). Unless otherwise provided by this Agreement, the first payment of the Severance Payments and the Health Payment or the Change of Control Severance Payment, as applicable, will be made on the Company’s next regular payday following the effective date the Release becomes effective, but no later than the date that is sixty (60) days following the date your employment terminates, with the first payment of the Release; but that first payment shall include all amounts accrued Severance Payments being retroactive to the day following date of termination of your employment. Notwithstanding the foregoing, if the date Employee’s your employment terminated. Notwithstanding anything contained herein terminates occurs in one taxable year and the date that is sixty (60) days following such termination date occurs in a second taxable year, to the contrary, in the event that the period during which Employee may review and revoke the Release begins in one calendar year and ends in the following calendar year, any severance payments hereunder that constitute non-qualified deferred compensation subject to extent required by Section 409A of the Internal Revenue Code of 1986Code, as amended and the regulations and guidance promulgated thereunder (“Section 409A”), such payment shall not be paid made prior to Employee no earlier than January 1 the first day of the second calendar taxable year. For the avoidance of doubt, if you do not execute the Release within the period specified in this Section 5(c) or if you revoke the executed Release within the time period permitted by law, you will not be entitled to any payments or benefits set forth in this Agreement, and neither the Company nor any of its Affiliates will have any further obligations to you under this Agreement or otherwise. Further the obligation of the Company to make payments to you under Section 5(b), and your right to retain the same, are conditioned upon your continued compliance with Section 3 of this Agreement.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide Employee the Executive the Severance Payments Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in Paragraph 2 of Schedule A of the Award (if applicable) is, in each case, conditioned on the Executive's signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary terms, including (in the Company's sole discretion) a twelve month post-employment noncompetition provision, other post-employment restrictive covenants substantially similar to those found in this Agreement and the Equity AccelerationRestrictive Covenant Agreement, or the Change of Control Severance Payments and the Change of Control Equity Accelerationa seven (7) business day revocation period, as applicable, is conditioned, however, on Employee’s cooperation in the transition of Employee’s duties and Employee’s execution, return form provided to the Company, and non-revocation of a Severance Agreement and General Release acceptable to the Company, which shall include a release of all claims against the Company, all affiliated and related entities, and/or persons deemed necessary Executive by the Company at or around the time that the Executive's employment terminates (the “ReleaseSeparation Agreement”). The Release may also include ConfidentialityExecutive must return to the Company and not revoke the Separation Agreement within the time period required by the Separation Agreement, Non-Disparagementand in any event, No-Reapplythe Separation Agreement must become effective, Tax Indemnificationif at all, and/or other appropriate termsby the sixtieth (60th) calender day following the date the Executive's employment terminates. Employee shall not be entitled to receive the Any Severance Payments and Health Continuation Benefits to which the Equity Acceleration, or Executive is entitled will be payable in the Change form of Control Severance Payments and salary continuation in accordance with the Change normal payroll practices of Control Equity Acceleration, as applicable, unless Employee executes and returns the Release to the Company. The first such payment, and such Release becomes effective and nontogether with the pro-revocable, within sixty (60rated Target Bonus described under Section 5(b)(ii) days following Employee’s termination of employment (or such shorter period provided for in the Release). Unless otherwise provided by this Agreement, the first payment of the Severance Payment or the Change of Control Severance Payment, as applicableabove, will be made on the Company’s 's next regular payday following the effective date expiration of the Release; but that first payment shall include all amounts accrued retroactive to the day following sixty (60) calender days from the date Employee’s employment terminated. Notwithstanding anything contained herein to the contrary, in the event that the Executive's employment terminates, provided that if the 60-day period during which Employee may review and revoke the Release begins in one calendar year and ends in the following a second calendar year, any severance payments hereunder that constitute the Severance Payments, to the extend they qualify as “non-qualified deferred compensation compensation” within the meaning of Section 409A, shall begin to be paid in the second calendar year by the last day of such 60-day period, provided further that the initial payment of the Severance Payments shall include a catch-up payment to cover amounts retroactive to the day following such date of termination. Notwithstanding the foregoing, in the event that the Company's payment of the Health Continuation Benefits would subject the company to any tax or penalty under Section 409A 105(h) of the Internal Revenue Code of 1986Code, as amended (the “Section 409ACode”), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall be paid work together in good faith to Employee no earlier than January 1 of the second calendar yearrestructure such benefit.

Conditions To And Timing Of Severance Payments. Any obligation of the Company to provide Employee the Executive the Severance Payments Payments, the Pro-Rated Bonus and the Equity AccelerationCOBRA Payment is conditioned on her signing and returning, or without revoking, to the Change Company a timely and effective separation agreement containing a general release of Control Severance Payments claims and other customary terms (including standard carve-outs from the Change of Control Equity Accelerationrelease, such as applicable, is conditioned, however, on Employee’s cooperation for vested benefits and indemnification claims) in the transition of Employee’s duties and Employee’s execution, return form provided to the Company, and non-revocation of a Severance Agreement and General Release acceptable to the Company, which shall include a release of all claims against the Company, all affiliated and related entities, and/or persons deemed necessary Executive by the Company at the time that the Executive’s employment terminates (the “ReleaseSeparation Agreement”). The Release may also include ConfidentialitySeparation Agreement must become effective, Non-Disparagementif at all, No-Reapply, Tax Indemnification, and/or by the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Any Severance Payments to which the Executive is entitled under Section 5(b) (other appropriate termsthan due to the Executive’s death) will be payable in the form of salary continuation in accordance with the normal payroll practices of the Company. Employee shall not be entitled to receive The first installment of the Severance Payments and the Equity Acceleration, or the Change of Control Severance Payments and the Change of Control Equity Acceleration, as applicable, unless Employee executes and returns the Release to the Company, and such Release becomes effective and non-revocable, within sixty (60) days following Employee’s termination of employment (or such shorter period provided for in the Release). Unless otherwise provided by this Agreement, the first payment of the Severance Payment or the Change of Control Severance Payment, as applicable, will be made on the Company’s next regular payday following the effective expiration of sixty (60) calendar days from the date of that the Release; Executive’s employment terminates, but that first payment shall include all amounts accrued will be retroactive to the day following such date of termination. The Pro-Rated Bonus, the COBRA Payment, any Severance Payments payable under Section 5(b) upon the Executive’s death, and any Severance Payments to which the Executive is entitled under Section 5(c) will be made in a single cash payment on the Company’s next regular payday following the expiration of sixty (60) calendar days from the date Employeethat the Executive’s employment terminatedterminates (and in no event later than March 15 of the year following the year in which the termination of employment occurs). Notwithstanding anything contained herein For any payments due in connection with the Executive’s death, payments shall be made to the contraryExecutive’s estate, in which must provide the event that Company with the period during which Employee may review and revoke the Release begins in one calendar year and ends in the following calendar year, any severance payments hereunder that constitute non-qualified deferred compensation subject to Section 409A required release of the Internal Revenue Code of 1986, as amended (“Section 409A”), shall be paid to Employee no earlier than January 1 of the second calendar yearclaims.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide Employee the Executive the Severance Payments and Health Continuation Benefits and/or (ii) Parent to provide the accelerated vesting of Equity AccelerationAwards described in Section 5(b)(iii) above is, or in each case, conditioned on his signing and returning, without revoking, to the Change Company a timely and effective separation agreement containing a general release of Control Severance Payments claims and other customary terms, including a reaffirmation of the Change of Control Equity AccelerationExecutive’s post-employment restrictive covenants and/or, as applicable, is conditioned, however, on Employee’s cooperation in the transition of EmployeeCompany’s duties and Employee’s executionsole discretion, return post-employment restrictive covenants substantially similar to those found in this Agreement, in the form provided to the Company, and non-revocation of a Severance Agreement and General Release acceptable to the Company, which shall include a release of all claims against the Company, all affiliated and related entities, and/or persons deemed necessary Executive by the Company at the time that the Executive’s employment terminates (the “ReleaseSeparation Agreement”). The Release may also include ConfidentialitySeparation Agreement must become effective, Non-Disparagementif at all, No-Reapply, Tax Indemnification, and/or other appropriate termsby the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Employee shall not be entitled to receive the Any Severance Payments and Health Continuation Benefits to which the Equity Acceleration, or Executive is entitled will be payable in the Change form of Control Severance Payments and salary continuation in accordance with the Change normal payroll practices of Control Equity Acceleration, as applicable, unless Employee executes and returns the Release to the Company. The first such payment, and such Release becomes effective and nontogether with the pro-revocable, within sixty (60rated Target Bonus described under Section 5(b)(ii) days following Employee’s termination of employment (or such shorter period provided for in the Release). Unless otherwise provided by this Agreement, the first payment of the Severance Payment or the Change of Control Severance Payment, as applicableabove, will be made on the Company’s next regular payday following the effective expiration of sixty (60) calendar days from the date of that the Release; Executive’s employment terminates, but that first payment shall include all amounts accrued will be retroactive to the day following the such date Employee’s employment terminatedof termination. Notwithstanding anything contained herein to the contraryforegoing, in the event that the period during which Employee may review and revoke Company’s payment of the Release begins in one calendar year and ends in Health Continuation Benefits would subject the following calendar year, Company to any severance payments hereunder that constitute non-qualified deferred compensation subject to tax or penalty under Section 409A 105(h) of the Internal Revenue Code of 1986Code, as amended (the “Section 409ACode”), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as reasonably determined by the Company, the Executive and the Company shall be paid work together in good faith to Employee no earlier than January 1 of the second calendar yearrestructure such benefit.