Common use of Constructive Termination or Termination Without Cause Clause in Contracts

Constructive Termination or Termination Without Cause. In the event of any termination of this Agreement pursuant to Section 7.1(d) or Section 7.1(e), (a) the Company shall immediately pay to Employee the compensation and benefits otherwise payable to Employee under Section 5 through the date of termination, and (b) for the longer of (i) six (6) months after the termination of Employee’s employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay Employee (A) his salary under Section 5.1 above at Employee’s then-current salary, less applicable withholding taxes, payable on the Company’s normal payroll dates during that period, (B) his annual cash bonus, if any, under Section 5.2 above, and (C) shall continue his benefits under Section 5.3 above, and (c) all of Employee’s options to purchase the Company’s Common Stock shall, as of the date of employment termination, be immediately exercisable in full and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictions; provided, that if the total amount of the benefits available to Employee under this Section 8.4, either alone or together with other payments which Employee has the right to receive from the Company, would constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then Employee may elect to either (i) receive such payments in full; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in the benefits available under this Section 8.4 pursuant to the foregoing shall be made by the Company in good faith and any such reduction shall reduce first the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stock.

Constructive Termination or Termination Without Cause. In the ----------------------------------------------------- event of any termination of this Agreement pursuant to Section 7.1(d6.1(d) or Section 7.1(e),6.1(e): (a) the The Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination, and; (b) for the longer of For three (i) six (63) months after the termination of the Employee’s 's employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay Employee the Employee: (Ai) his salary under Section 5.1 above at the Employee’s 's then-current salary, less applicable withholding taxes, payable on the Company’s 's normal payroll dates during that period, ; (Bii) his annual cash bonus, if any, under Section 5.2 above, and (C) shall continue his benefits under Section 5.3 above, andhealthcare premium for a period of three months. (c) all If the termination occurs within the first (12) twelve months following the Effective Date, in addition to the First Option, the Employee shall be vested in such number of Employee’s options shares of the Initial Option provided in Section 5.3 equal to purchase the Company’s Common Stock product of 75,000 multiplied by the result of dividing the number of months the Employee has provided services to the Company by twelve; provided, however, in no event shall the vested amount of the Initial Option be less than 37,500 shares. (d) If the termination occurs for any reason after a Change in Control, then in addition to the foregoing benefits, the remainder of the Initial Option shall, as of the date of employment termination, be immediately exercisable in full 100% vested and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictionsSection 5.3; provided, that if the total amount of the benefits available to the Employee under this Section 8.47.4, either alone or together with other payments which the Employee has the right to receive from the Company, would constitute a “"parachute payment” " as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), then the Employee may elect to either will receive whichever provides him with the greater economic benefit: (i) receive the total amount of such payments in fullbenefits; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in which of the benefits available under this Section 8.4 pursuant foregoing would provide the greatest economic benefit to the foregoing Employee shall be made by an independent accounting firm the Company in good faith and any such reduction fees for which determination shall reduce first be paid by the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stockCompany.

Constructive Termination or Termination Without Cause. In the ----------------------------------------------------- event of any termination of this Agreement employment pursuant to Section 7.1(d6.1(d) or Section 7.1(e),6.1(e): (a) the The Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination, and; (b) for the longer of For three (i) six (63) months after the termination of the Employee’s 's employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay Employee the Employee: (Ai) his her salary under Section 5.1 above at the Employee’s 's then-current salary, less applicable withholding taxes, payable on the Company’s 's normal payroll dates during that period, ; (Bii) his annual any accrued but unpaid cash bonus, if any, bonus and any earned but ungranted stock option under Section 5.2 abovewith respect to achievement of milestones during such three (3) month period (that is, the Employee is entitled to receive the unpaid cash bonus and ungranted stock option if the objective or milestone is achieved within three (3) months after the effective date of termination), any such option grant shall provide Employee with a period of at least ninety (90) days in which Employee may exercise such option for shares that are freely tradable on a public market; and (Ciii) shall continue his benefits under Section 5.3 above, andher COBRA premium for a period of three months. (c) If the termination occurs within the first twelve (12) months following the Effective Date, in addition to the 15,000 shares vested on the Effective Date, the Employee shall be vested as of the date of termination of employment in 10,000 of shares of the Initial Option provided in Section 5.4. In addition, in such termination event, the Employee shall have twelve (1 2) months from the date of such termination of employment to exercise all of Employee’s the options described in this paragraph 7.4(c). (d) If the termination occurs for any reason after a Change in Control, then in addition to purchase the Company’s Common Stock foregoing benefits, the remainder of the Initial Option provided in Section 5.4 shall, as of the date of employment termination, be immediately exercisable vested in full and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictionsSection 5.4; provided, that if the total amount of the benefits available to the Employee under this Section 8.47.4, either alone or together with other payments which the Employee has the right to receive from the Company, would constitute a “"parachute payment” " as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), then the Employee may elect to either will receive whichever provides him with the greater economic benefit: (i) receive the total amount of such payments in fullbenefits; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in which of the benefits available under this Section 8.4 pursuant foregoing would provide the greatest economic benefit to the foregoing Employee shall be made by an independent accounting firm the Company in good faith and any such reduction fees for which determination shall reduce first be paid by the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stockCompany.

Constructive Termination or Termination Without Cause. In the event ----------------------------------------------------- of any termination of this Agreement pursuant to Section 7.1(d6.1(d) or Section 7.1(e),6.1(e): (a) the The Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination, and; (b) for the longer of For five (i5) six (6) months days after the termination of the Employee’s 's employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay Employee the Employee: (Ai) his salary under Section 5.1 above at the Employee’s 's then-current salary, less applicable withholding taxes, payable on the Company’s 's normal payroll dates during that period, ; (Bii) his annual cash bonus, if any, under Section 5.2 above, and (C) shall continue his benefits under Section 5.3 above, andhealthcare premium for a period of three months. (c) all If the termination occurs within the first (15) fifteen weeks following the Effective Date, in addition to the First Option, the Employee shall be vested in such number of Employee’s options shares of the Initial Option provided in Section 5.3 equal to purchase the Company’s Common Stock product of 60,000 multiplied by the result of dividing the number of weeks the Employee has provided services to the Company by fifteen; provided, however, in no event shall the vested amount of the Initial Option be less than 15,00 shares. (d) If the termination occurs for any reason after a Change in Control, then in addition to the foregoing benefits, the remainder of the Initial Option shall, as of the date of employment termination, be immediately exercisable in full 100% vested and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictionsSection 5.3; provided, that if the total amount of the benefits available to the Employee under this Section 8.47.4, either alone or together with other payments which the Employee has the right to receive from the Company, would constitute a “"parachute payment” " as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), then the Employee may elect to either will receive whichever provides him with the greater economic benefit: (i) receive the total amount of such payments in fullbenefits; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in which of the benefits available under this Section 8.4 pursuant foregoing would provide the greatest economic benefit to the foregoing Employee shall be made by an independent accounting firm the Company in good faith and any such reduction fees for which determination shall reduce first be paid by the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stockCompany.

Constructive Termination or Termination Without Cause. In the ----------------------------------------------------- event of any termination of this Agreement pursuant to Section 7.1(d6.1(d) or Section 7.1(e),6.1(e): (a) the The Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination, and; (b) for the longer of For three (i) six (63) months after the termination of the Employee’s 's employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay Employee the Employee: (Ai) his her salary under Section 5.1 above at the Employee’s 's then-current salary, less applicable withholding taxes, payable on the Company’s 's normal payroll dates during that period, ; (Bii) his annual cash bonus, if any, under Section 5.2 above, and (C) shall continue his benefits under Section 5.3 above, andher healthcare premium for a period of three months. (c) all If the termination occurs within the first (12) twelve months following the Effective Date, in addition to the option for 25,000 shares vested on the Effective Date, the Employee shall be vested in such number of Employee’s options shares of the Initial Option provided in Section 5.3 equal to purchase the Company’s Common Stock product of 66,666 multiplied by the result of dividing the number of months the Employee has provided services to the Company by twelve. (d) If the termination occurs for any reason after a Change in Control, then in addition to the foregoing benefits, the remainder of the Initial Option provided in Section 5.3 shall, as of the date of employment termination, be immediately exercisable vested in full and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictionsSection 5.3; provided, that if the total amount of the benefits available to the Employee under this Section 8.47.4, either alone or together with other payments which the Employee has the right to receive from the Company, would constitute a “"parachute payment” " as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), then the Employee may elect to either will receive whichever provides her with the greater economic benefit: (i) receive the total amount of such payments in fullbenefits; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in which of the benefits available under this Section 8.4 pursuant foregoing would provide the greatest economic benefit to the foregoing Employee shall be made by an independent accounting firm the Company in good faith and any such reduction fees for which determination shall reduce first be paid by the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stockCompany.

Constructive Termination or Termination Without Cause. In the event of any termination of this Agreement pursuant to Section 7.1(d6.1(d) or Section 7.1(e),6.1(e): (a) the The Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination, and; (b) for the longer of For twenty four (i) six (624) months after the termination of the Employee’s 's employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay the Employee (A) his salary under Section 5.1 above at the Employee’s 's then-current salary, less applicable withholding taxes, payable on the Company’s 's normal payroll dates during that period, (B) his annual cash bonus, if any, under Section 5.2 above, and (C) shall continue his benefits under Section 5.3 above, and. (c) all If the termination occurs for any reason after a Change in Control, then in addition to the foregoing benefits, the remainder of Employee’s options to purchase the Company’s Common Stock Initial Option provided in Section 5.3 shall, as of the date of employment termination, be immediately exercisable vested in full and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictionsSection 5.3; provided, that if the total amount of the benefits available to the Employee under this Section 8.47.4, either alone or together with other payments which the Employee has the right to receive from the Company, would constitute a “"parachute payment” " as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), then the Employee may elect to either will receive whichever provides him with the greater economic benefit: (i) receive the total amount of such payments in fullbenefits; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in which of the benefits available under this Section 8.4 pursuant foregoing would provide the greatest economic benefit to the foregoing Employee shall be made by an independent accounting firm the Company in good faith and any such reduction fees for which determination shall reduce first be paid by the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stockCompany.

Constructive Termination or Termination Without Cause. In the ----------------------------------------------------- event of any termination of this Agreement pursuant to Section 7.1(d6.1(d) or Section 7.1(e),6.1(e): (a) the The Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination, and; (b) for the longer of (i) For six (6) months after the termination of the Employee’s 's employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay Employee the Employee: (Ai) his salary under Section 5.1 above at the Employee’s 's then-current salary, less applicable withholding taxes, payable on the Company’s 's normal payroll dates during that period, ; (Bii) his annual cash bonus, if any, under Section 5.2 above, and (C) shall continue his benefits under Section 5.3 above, andhealthcare premium for a period of three months. (c) all If the termination occurs within the first (12) twelve months following the Effective Date, in addition to the option for 25,000 shares vested on the Effective Date, the Employee shall be vested in such number of Employee’s options shares of the Initial Option provided in Section 5.3 equal to purchase the Company’s Common Stock product of 125,000 multiplied by the result of dividing the number of months the Employee has provided services to the Company by twelve. (d) If the termination occurs for any reason after a Change in Control, then in addition to the foregoing benefits, the remainder of the Initial Option provided in Section 5.3 shall, as of the date of employment termination, be immediately exercisable vested in full and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictionsSection 5.3; provided, that if the total amount of the benefits available to the Employee under this Section 8.47.4, either alone or together with other payments which the Employee has the right to receive from the Company, would constitute a “"parachute payment” " as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), then the Employee may elect to either will receive whichever provides him with the greater economic benefit: (i) receive the total amount of such payments in fullbenefits; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in which of the benefits available under this Section 8.4 pursuant foregoing would provide the greatest economic benefit to the foregoing Employee shall be made by an independent accounting firm the Company in good faith and any such reduction fees for which determination shall reduce first be paid by the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stockCompany.

Constructive Termination or Termination Without Cause. In the ----------------------------------------------------- event of any termination of this Agreement pursuant to Section 7.1(d6.1(d) or Section 7.1(e),6.1(e): (a) the The Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination, and; (b) for the longer of For three (i) six (63) months after the termination of the Employee’s 's employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay Employee the Employee: (Ai) his salary under Section 5.1 above at the Employee’s 's then-current salary, less applicable withholding taxes, payable on the Company’s 's normal payroll dates during that period, ; (Bii) his annual cash bonus, if any, healthcare premium for a period of three months; and (iii) royalties under Section 5.2 abovefor sale, and lease or rental of the Interlynq device to Company customers during the three (C3) shall continue his benefits under Section 5.3 above, andmonths after the termination of the Employee's employment. (c) all If the termination occurs within the first (12) twelve months following the Effective Date, the Employee shall be vested in such number of Employee’s options shares of the Initial Option provided in Section 5.4 equal to purchase the Company’s Common Stock product of 75,000 multiplied by the result of dividing the number of months the Employee has provided services to the Company by twelve. (d) If the termination occurs for any reason after a Change in Control, then in addition to the foregoing benefits, the remainder of the Initial Option provided in Section 5.3 shall, as of the date of employment termination, be immediately exercisable vested in full and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictionsSection 5.4; provided, that if the total amount of the benefits available to the Employee under this Section 8.47.4, either alone or together with other payments which the Employee has the right to receive from the Company, would constitute a “"parachute payment” " as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), then the Employee may elect to either will receive whichever provides him with the greater economic benefit: (i) receive the total amount of such payments in fullbenefits; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in which of the benefits available under this Section 8.4 pursuant foregoing would provide the greatest economic benefit to the foregoing Employee shall be made by an independent accounting firm the Company in good faith and any such reduction fees for which determination shall reduce first be paid by the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stockCompany.

Constructive Termination or Termination Without Cause. In the ----------------------------------------------------- event of any termination of this Agreement employment pursuant to Section 7.1(d6.1(d) or Section 7.1(e),6.1(e): (a) the The Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination, and; (b) for the longer of For three (i) six (63) months after the termination of the Employee’s 's employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay Employee the Employee: (Ai) his salary under Section 5.1 above at the Employee’s 's then-current salary, less applicable withholding taxes, payable on the Company’s 's normal payroll dates during that period, ; (Bii) his annual any accrued but unpaid cash bonus, if any, bonus and any earned but ungranted stock option under Section 5.2 abovewith respect to achievement of milestones during such three (3) month period (that is, the Employee is entitled to receive the unpaid cash bonus and ungranted stock option if the objective or milestone is achieved within three (3) months after the effective date of termination), any such option grant shall provide Employee with a period of at least ninety (90) days in which Employee may exercise such option for shares that are freely tradable on a public market; and (Ciii) shall continue his benefits under Section 5.3 above, andCOBRA premium for a period of three months. (c) If the termination occurs within the first twelve (12) months following the Effective Date, in addition to the 25,000 shares vested on the Effective Date, the Employee shall be vested as of the date of termination of employment in 62,500 of shares of the Initial Option provided in Section 5.4. If the termination occurs after the first twelve (12) months following the Effective Date, in addition to the 25,000 shares and the 62,500 shares, the Employee shall be vested as of the date of employment termination in an additional 20,833 shares of the Initial Option provided in Section 5.4, and the portion of such Initial Option that is unvested as of the date of employment termination shall terminate immediately upon such date. In addition, in such termination event, the Employee shall have twelve (12) months from the date of such termination of employment to exercise all of Employee’s the options described in this paragraph 7.4(c). (d) If the termination occurs for any reason after a Change in Control, then in addition to purchase the Company’s Common Stock foregoing benefits, the remainder of the Initial Option provided in Section 5.4 shall, as of the date of employment termination, be immediately exercisable vested in full and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictionsSection 5.4; provided, that if the total amount of the benefits available to the Employee under this Section 8.47.4, either alone or together with other payments which the Employee has the right to receive from the Company, would constitute a “"parachute payment” " as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), then the Employee may elect to either will receive whichever provides him with the greater economic benefit: (i) receive the total amount of such payments in fullbenefits; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in which of the benefits available under this Section 8.4 pursuant foregoing would provide the greatest economic benefit to the foregoing Employee shall be made by an independent accounting firm the Company in good faith and any such reduction fees for which determination shall reduce first be paid by the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stockCompany.

Constructive Termination or Termination Without Cause. In the event of any termination of this Agreement pursuant to Section 7.1(d) or Section 7.1(e), (a) the Company shall immediately pay to Employee the compensation and benefits otherwise payable to Employee under Section 5 through the date of termination, and (b) for the longer of twelve (i) six (612) months after the termination of Employee’s 's employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay Employee (A) his salary under Section 5.1 above at Employee’s 's then-current salary, less applicable withholding taxes, payable on the Company’s 's normal payroll dates during that period, (B) his annual cash bonus, if any, bonus under Section 5.2 above, and (C) shall continue his benefits under Section 5.3 above, and (c) If the termination occurs after a Change in Control, then in addition to the foregoing benefits, all of Employee’s 's vested and unvested options to purchase the Company's or the Company’s parent’s Common Stock shall, as of the date of employment termination, be immediately exercisable in full and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company's or the Company’s parent’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictions, and Company shall pay Employee in a lump sum, in cash, on or before the fifth business day following the effective date of termination, an amount equal to Employee's salary for one year at the time of termination; provided, that if the total amount of the benefits available to Employee under this Section 8.4, either alone or together with other payments which Employee has the right to receive from the Company, would constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall pay to Employee may elect to either (i) receive at the time of termination an additional amount such payments in full; or (ii) reduce that the total net amount retained by Employee, after deduction of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of Code and any reduction in federal, state and local income tax and excise tax imposed on such additional amount, shall be equal to the benefits available amount payable to the Employee under this Section 8.4 pursuant as originally determined prior to the foregoing shall be made by deduction of the Company in good faith and any such reduction shall reduce first the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stock.excise tax. 455772

Constructive Termination or Termination Without Cause. In the ----------------------------------------------------- event of any termination of this Agreement pursuant to Section 7.1(d6.1(d) or Section 7.1(e),6.1(e): (a) the The Company shall immediately pay to the Employee the compensation and benefits accrued and otherwise payable to the Employee under Section 5 through the date of termination, and; (b) for the longer of For three (i) six (63) months after the termination of the Employee’s 's employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay Employee the Employee: (Ai) his salary under Section 5.1 above at the Employee’s 's then-current salary, less applicable withholding taxes, payable on the Company’s 's normal payroll dates during that period, ; (Bii) his annual cash bonus, if any, under Section 5.2 above, and (C) shall continue his benefits under Section 5.3 above, andhealthcare premium for a period of three months. (c) all If the termination occurs within the first (12) twelve months following the Effective Date, in addition to the option for 25,000 shares vested on the Effective Date, the Employee shall be vested in such number of Employee’s options shares of the Initial Option provided in Section 5.3 equal to purchase the Company’s Common Stock product of 121,666 multiplied by the result of dividing the number of months the Employee has provided services to the Company by twelve. (d) If the termination occurs for any reason after a Change in Control, then in addition to the foregoing benefits, the remainder of the Initial Option provided in Section 5.3 shall, as of the date of employment termination, be immediately exercisable vested in full and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictionsSection 5.3; provided, that if the total amount of the benefits available to the Employee under this Section 8.47.4, either alone or together with other payments which the Employee has the right to receive from the Company, would constitute a “"parachute payment” " as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), then the Employee may elect to either will receive whichever provides him with the greater economic benefit: (i) receive the total amount of such payments in fullbenefits; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in which of the benefits available under this Section 8.4 pursuant foregoing would provide the greatest economic benefit to the foregoing Employee shall be made by an independent accounting firm the Company in good faith and any such reduction fees for which determination shall reduce first be paid by the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stockCompany.

Constructive Termination or Termination Without Cause. In the event of any termination of this Agreement pursuant to Section 7.1(d) or Section 7.1(e), (a) the Company shall immediately pay to Employee the compensation and benefits otherwise payable to Employee under Section 5 through the date of termination, and (b) for the longer of twelve (i) six (612) months after the termination of Employee’s 's employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay Employee (A) his her salary under Section 5.1 above at Employee’s 's then-current salary, less applicable withholding taxes, payable on the Company’s 's normal payroll dates during that period, (B) his her annual cash bonus, if any, bonus under Section 5.2 above, and (C) shall continue his her benefits under Section 5.3 above, and (c) If the termination occurs after a Change in Control, then in addition to the foregoing benefits, all of Employee’s 's vested and unvested options to purchase the Company's or the Company’s parent’s Common Stock shall, as of the date of employment termination, be immediately exercisable in full and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company's or the Company’s parent’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictions, and Company shall pay Employee in a lump sum, in cash, on or before the fifth business day following the effective date of termination, an amount equal to Employee's salary for one year at the time of termination; provided, that if the total amount of the benefits available to Employee under this Section 8.4, either alone or together with other payments which Employee has the right to receive from the Company, would constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then Employee may elect to either (i) receive such payments in full; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in the benefits available under this Section 8.4 pursuant to the foregoing shall be made by the Company in good faith and any such reduction shall reduce first the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stock.a

Constructive Termination or Termination Without Cause. In the event of any termination of this Agreement pursuant to Section 7.1(d) or Section 7.1(e), (a) the Company shall immediately pay to Employee the compensation and benefits otherwise payable to Employee under Section 5 through the date of termination, and (b) for the longer of twelve (i) six (612) months after the termination of Employee’s 's employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay Employee (A) his salary under Section 5.1 above at Employee’s 's then-current salary, less applicable withholding taxes, payable on the Company’s 's normal payroll dates during that period, (B) his annual cash bonus, if any, bonus under Section 5.2 above, and (C) shall continue his benefits under Section 5.3 above, and (c) If the termination occurs after a Change in Control, then in addition to the foregoing benefits, all of Employee’s 's vested and unvested options to purchase the Company's or the Company’s parent’s Common Stock shall, as of the date of employment termination, be immediately exercisable in full and shall remain exercisable for the periods specified in such options or the plans governing such options, and all shares of the Company's or the Company’s parent’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictions, and Company shall pay Employee in a lump sum, in cash, on or before the fifth business day following the effective date of termination, an amount equal to Employee's salary for one year at the time of termination; provided, that if the total amount of the benefits available to Employee under this Section 8.4, either alone or together with other payments which Employee has the right to receive from the Company, would constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then Employee may elect to either (i) receive such payments in full; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in the benefits available under this Section 8.4 pursuant to the foregoing shall be made by the Company in good faith and any such reduction shall reduce first the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stock.a