Prior to February 4, 2011. In the event that prior to February 4, 2011, Employee’s employment is terminated as a result of an involuntary termination other than for Cause (and other than as a result of death or disability as disability is defined for purposes of the Company’s long-term disability policies) or if Employee resigns for Good Reason, as of, immediately prior to or at any time within twelve (12) months following the effective date of a Change of Control, then, in addition to any severance benefits provided to Employee pursuant to Section 7(b) and (c) of the Employment Agreement, Employee will be entitled to receive severance benefits as follows: (i) a lump sum severance payment equal to 75% of Employee’s target annual bonus as in effect immediately prior to the Change of Control, which shall be paid on the date that is sixty (60) days after the effective date of the termination, (ii) continuation of the health insurance benefits provided to Employee for Employee and Employee’s eligible dependents immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law until the earlier of the date nine (9) months after the effective date of the termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law, and (iii) each stock option to purchase the Company’s common shares (“Common Stock”) and all shares of restricted stock granted to Employee over the course of Employee’s employment with the Company and held by Employee on the date of termination of employment shall become immediately vested as to 75% of each of the then unvested options and shares. In addition, Employee will receive payment(s) for all accrued and unpaid salary, bonuses and PTO as of the date of Employee’s termination of employment.
