Employment Termination During the Transition Period. During the Transition Period, your employment will remain at-will, meaning you may resign your employment for any reason, or the Company may terminate your employment at any time, with or without Cause or advance notice. For the purposes of this Agreement and the Employment Agreement, “Change in Control Period” means the time period ending on the date that is twelve (12) months after the effective date of a Change in Control and commencing on the earlier of (i) three (3) months before the effective date of a Change in Control or (ii) six (6) months before the effective date of a Change in Control, if the acquirer in such Change in Control had been having discussions with the Company on or before the Separation Date or the Early Separation Date (as applicable) regarding an acquisition of the Company, or entering into a strategic relationship or licensing transaction or similar transaction with the Company. Notwithstanding the foregoing, if, on or before the Separation Date or the Early Separation Date (as applicable): (iii) there is a term sheet with a potential acquirer in respect of a Change in Control, and/or (iv) negotiation with the potential acquirer about definitive agreements related to a transaction that would result in a Change in Control, you will be eligible for the CIC Severance Benefits provided by Section 8.3 of the Employment Agreement if the effective date of such Change in Control occurs on or before February 28, 2020. For avoidance of doubt, the Change in Control Period shall apply to the Separation Date or any Early Separation Date (except for terminations occurring under Sections 3(b)(i) or 3(b)(iii) below), such that you will continue to be eligible for CIC Severance Benefits provided by Section 8.3 of the Employment Agreement in such situations.
Employment Termination During the Transition Period. During the Transition Period, you and the Company may mutually agree in writing to accelerate your employment termination date (a “Mutual Accelerated Termination”), the Company may terminate your employment for Cause (as defined in Section 12.1 of that certain Executive Employment Agreement, dated May 24, 2019, entered into by and between you and the Company, as amended on March 1, 2023 (the “Employment Agreement”), or your employment may terminate due to your death or Disability (as defined in Section 12.4 of the Employment Agreement). The Company agrees that as additional consideration for this Agreement, it will not terminate your employment without Cause during the Transition Period. If, at any time before the Separation Date, the Company terminates your employment for Cause, you resign your employment without a mutual agreement with the Company, or your employment terminates due to your death or Disability, you will not be eligible for the Separation Benefits or Consulting Relationship pursuant to the terms of Sections 4 and 5 below or any other termination or severance benefits.
Employment Termination During the Transition Period. You may resign your employment for any reason, or the Company may terminate your employment for Cause (as defined in your Employment Agreement), at any time prior to the Separation Date, upon notice to the other party and the date of such termination or resignation shall be the “Early Separation Date”. As of your Early Separation Date, all payments of compensation by the Company hereunder will terminate immediately (except as to amounts already earned), and you will no longer be eligible for participation in any Company benefit plans. For the avoidance of doubt, if, prior to the Separation Date either (i) the Company terminates your employment for Cause or (ii) you resign for any reason, then you will not be eligible to receive the Severance Benefits detailed in Section 4 of this Agreement.
