Common use of Qualifying Termination Outside of the Change in Control Period Clause in Contracts

Qualifying Termination Outside of the Change in Control Period. In the event you have a Qualifying Termination that occurs outside of the Change in Control Period, the Severance Benefits shall consist of the following: (A) cash severance payments of twelve (12) months’ continued Base Salary, subject to all applicable deductions and withholdings, paid in accordance with the Company’s standard payroll schedule over a period of twelve (12) months; provided, however (x) amounts shall accrue until the Release (as defined below) becomes fully and irrevocably effective, and (y) in the event the Release Period spans two calendar years, no amount of such cash severance payments will be paid prior to January 1 of the second calendar year; and (B) to the extent permitted by applicable laws without incurring statutory penalties, the Company will reimburse the cost (to the same extent that the Company was paying as of immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve (12) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the period of time you are receiving the COBRA Benefits to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period. Reimbursement for the COBRA Benefits shall be provided to you within sixty (60) days of your submission of evidence of the premium payment, subject to such submission being delivered to the Company within sixty (60) days of your making the applicable payment; and (C) immediate vesting acceleration of the Performance-Vested Options to the extent outstanding and unvested as of the date of your Qualifying Termination, in each case as to the number of shares of the Company’s common stock subject to such award that otherwise would have vested had you remained employed by the Company through the twelve (12)- month anniversary of the date of your Qualifying Termination; and (D) the Performance-Vested Options and IPO Option to the extent outstanding and vested as of the date of your Qualifying Termination (after giving effect to the vesting acceleration described in subpart (C) above and any other applicable vesting acceleration) shall each remain outstanding and exercisable until the earlier of (i) the expiration of the original term of such stock option, (ii) the one-year anniversary of the date of your Qualifying Termination, provided if such stock option is the IPO Option, then the 90th day following your Qualifying Termination instead, and (iii) immediately prior to the effective time of a Change in Control if such stock option is not assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with such Change in Control.

Qualifying Termination Outside of the Change in Control Period. In the event you have a Qualifying Termination that occurs outside of the Change in Control Period, the Severance Benefits shall consist of the following: (A) cash severance payments of twelve (12) months’ continued Base Salary, subject to all applicable deductions and withholdings, paid in accordance with the Company’s standard payroll schedule over a period of twelve (12) months; provided, however (x) amounts shall accrue until the Release (as defined below) becomes fully and irrevocably effective, and (y) in the event the Release Period spans two calendar years, no amount of such cash severance payments will be paid prior to January 1 of the second calendar year; and (B) to the extent permitted by applicable laws without incurring statutory penalties, the Company will reimburse the cost (to the same extent that the Company was paying as of immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve (12) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the period of time you are receiving the COBRA Benefits to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period. Reimbursement for the COBRA Benefits shall be provided to you within sixty (60) days of your submission of evidence of the premium payment, subject to such submission being delivered to the Company within sixty (60) days of your making the applicable payment; and (C) immediate vesting acceleration of the PerformanceTime-Vested Based Options and Performance Options to the extent outstanding and unvested as of the date of your Qualifying Termination, in each case as to the number of shares of the Company’s common stock subject to such award that otherwise would have vested had you remained employed by the Company through the twelve (12)- month anniversary of the date of your Qualifying Termination; and (D) the PerformanceTime-Vested Based Option, Performance Options and IPO Option to the extent outstanding and vested as of the date of your Qualifying Termination (after giving effect to the vesting acceleration described in subpart (C) above and any other applicable vesting acceleration) shall each remain outstanding and exercisable until the earlier of (i) the expiration of the original term of such stock option, (ii) the one-year anniversary of the date of your Qualifying Termination, provided if such stock option is the IPO Option, then the 90th day following your Qualifying Termination instead, and (iii) immediately prior to the effective time of a Change in Control if such stock option is not assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with such Change in Control.

Qualifying Termination Outside of the Change in Control Period. In (i) The Company may remove the event you have Executive at any time, with or without Cause, from the position in which the Executive is employed hereunder, with or without notice. (ii) Upon a Qualifying Termination that occurs outside of the Change in Control Period, the Severance Benefits Executive shall consist be entitled to receive, subject to the effectiveness and irrevocability of the followingRelease, the following severance benefits, subject to standard deductions and withholdings: (A1) The Executive shall receive cash severance payments equal to 100% of twelve the Annual Base Salary in effect immediately prior to the Date of Termination (12) months’ continued or if the Qualifying Termination is due to a resignation for Good Reason based on a material reduction in base cash compensation, then the Executive’s Annual Base SalarySalary in effect immediately prior to such reduction). Subject to any delay in payment required by Section 5(d), subject to all applicable deductions and withholdingsthe Company will pay such cash severance, paid in accordance with substantially equal installments on the Company’s standard regular payroll schedule over a period of the twelve (12) months; provided, however (x) amounts shall accrue until 12)-month period immediately following the Release (as defined below) becomes fully and irrevocably effective, and (y) in the event the Release Period spans two calendar yearsDate of Termination. However, no amount payments of such cash severance payments will be made prior to the Severance Commencement Date. On the first payroll pay day on or following the Severance Commencement Date, the Company will pay the Executive in a lump sum the cash severance the Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness and irrevocability of the Release, with the balance of the cash severance being paid as originally scheduled; (2) the Executive shall receive a lump-sum payment equal to (A) the Target Bonus that the Executive would have earned for the fiscal year in which the Executive’s Qualifying Termination occurs had the Executive remained employed with the Company through the date the Executive was required to continue employment with the Company in order to be eligible to receive such bonus multiplied by (B) the fraction obtained by dividing (x) the number of days the Executive has worked during such fiscal year by (y) the total number of days in such fiscal year, which will be paid prior to January 1 at the same time as other similarly situated employees of the second calendar yearCompany receive bonus payments for the fiscal year but in no event later than March 15 of the year following the year of the Qualifying Termination, subject to any delay in payment required by Section 5(d); and (B3) If the Executive timely elects continuation health care coverage pursuant to the extent permitted by applicable laws without incurring statutory penaltiesCOBRA for himself and/or his eligible dependents, the Company will reimburse the cost (Executive for the applicable COBRA premiums for such coverage for up to the same extent that the Company was paying as of immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve (12) months after months, or such earlier time as the Termination Date or until you become Executive ceases to be eligible for group health insurance benefits from another employersuch continuation coverage; provided, whichever occurs firsthowever, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during if the period of time you are receiving Company determines in its sole discretion that it cannot make the COBRA Benefits to inform reimbursements without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company promptly will in writing if you become eligible lieu thereof provide to receive Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive’s group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and in effect on the termination of employment date (ii) that you may not increase which amount will be based on the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period. Reimbursement premium for the first month of COBRA Benefits shall continuation coverage), which payments will be provided to you within sixty (60) days made regardless of your submission whether the Executive elects COBRA continuation coverage and will commence on the month following the Executive’s termination of evidence of the premium payment, subject to such submission being delivered to the Company within sixty (60) days of your making the applicable payment; and (C) immediate vesting acceleration of the Performance-Vested Options to the extent outstanding employment and unvested as of the date of your Qualifying Termination, in each case as to the number of shares of the Company’s common stock subject to such award that otherwise would have vested had you remained employed by the Company through the twelve (12)- month anniversary of the date of your Qualifying Termination; and (D) the Performance-Vested Options and IPO Option to the extent outstanding and vested as of the date of your Qualifying Termination (after giving effect to the vesting acceleration described in subpart (C) above and any other applicable vesting acceleration) shall each remain outstanding and exercisable until will end on the earlier of (ix) the expiration of date upon which the original term of such stock option, Executive obtains other employment or (iiy) the one-year anniversary date the Company has paid an amount equal to twelve (12) monthly payments. For the avoidance of doubt, the date taxable payments in lieu of your Qualifying TerminationCOBRA reimbursements may be used for any purpose, provided if such stock option is the IPO Optionincluding, then the 90th day following your Qualifying Termination insteadbut not limited to continuation coverage under COBRA, and (iii) immediately prior will be subject to the effective time of a Change in Control if such stock option is not assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with such Change in Controlall applicable tax withholding.

Qualifying Termination Outside of the Change in Control Period. In (i) The Company may remove the event you have Executive at any time, with or without Cause, from the position in which the Executive is employed hereunder, with or without notice. (ii) Upon a Qualifying Termination that occurs outside of the Change in Control Period, the Severance Benefits Executive shall consist be entitled to receive, subject to the effectiveness and irrevocability of the followingRelease, the following severance benefits, subject to standard deductions and withholdings: (A1) The Executive shall receive cash severance payments equal to 50 % of twelve the Annual Base Salary in effect immediately prior to the Date of Termination (12) months’ continued or if the Qualifying Termination is due to a resignation for Good Reason based on a material reduction in base cash compensation, then the Executive’s Annual Base SalarySalary in effect immediately prior to such reduction). Subject to any delay in payment required by Section 5(d), subject to all applicable deductions and withholdingsthe Company will pay such cash severance, paid in accordance with substantially equal installments on the Company’s standard regular payroll schedule over a the six-month period immediately following the Date of twelve (12) months; provided, however (x) amounts shall accrue until the Release (as defined below) becomes fully and irrevocably effective, and (y) in the event the Release Period spans two calendar yearsTermination. However, no amount payments of such cash severance payments will be paid made prior to January 1 the Severance Commencement Date. On the first payroll pay day on or following the Severance Commencement Date, the Company will pay the Executive in a lump sum the cash severance the Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness and irrevocability of the second calendar yearRelease, with the balance of the cash severance being paid as originally scheduled; and (B2) If the Executive timely elects continuation health care coverage pursuant to the extent permitted by applicable laws without incurring statutory penaltiesCOBRA for himself and/or his eligible dependents, the Company will reimburse the cost Executive for the applicable COBRA premiums for such coverage for up to six months, or such earlier time as the Executive ceases to be eligible for such continuation coverage; provided, however, that if the Company determines in its sole discretion that it cannot make the COBRA reimbursements without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the same extent monthly COBRA premium that the Company was paying as of immediately before Executive would be required to pay to continue the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to the same extent provided by the CompanyExecutive’s group health plans immediately before coverage in effect on the Termination Date termination of employment date (“COBRA Benefits”) for twelve (12) months after which amount will be based on the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the period of time you are receiving the COBRA Benefits to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period. Reimbursement premium for the first month of COBRA Benefits shall continuation coverage), which payments will be provided to you within sixty (60) days made regardless of your submission whether the Executive elects COBRA continuation coverage and will commence on the month following the Executive’s termination of evidence of the premium payment, subject to such submission being delivered to the Company within sixty (60) days of your making the applicable payment; and (C) immediate vesting acceleration of the Performance-Vested Options to the extent outstanding employment and unvested as of the date of your Qualifying Termination, in each case as to the number of shares of the Company’s common stock subject to such award that otherwise would have vested had you remained employed by the Company through the twelve (12)- month anniversary of the date of your Qualifying Termination; and (D) the Performance-Vested Options and IPO Option to the extent outstanding and vested as of the date of your Qualifying Termination (after giving effect to the vesting acceleration described in subpart (C) above and any other applicable vesting acceleration) shall each remain outstanding and exercisable until will end on the earlier of (ix) the expiration of date upon which the original term of such stock option, Executive obtains other employment or (iiy) the one-year anniversary date the Company has paid an amount equal to six monthly payments. For the avoidance of doubt, the date taxable payments in lieu of your Qualifying TerminationCOBRA reimbursements may be used for any purpose, provided if such stock option is the IPO Optionincluding, then the 90th day following your Qualifying Termination insteadbut not limited to continuation coverage under COBRA, and (iii) immediately prior will be subject to the effective time of a Change in Control if such stock option is not assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with such Change in Controlall applicable tax withholding.

Qualifying Termination Outside of the Change in Control Period. In the event you have a Qualifying Termination that occurs outside of the Change in Control Period, the Severance Benefits shall consist of the following: (A) cash severance payments of twelve (12) months’ continued Base Salary, subject to all applicable deductions and withholdings, paid in accordance with the Company’s standard payroll schedule over a period of twelve (12) months; provided, however (x) amounts shall accrue until the Release (as defined below) becomes fully and irrevocably effective, and (y) in the event the Release Period spans two calendar years, no amount of such cash severance payments will be paid prior to January 1 of the second calendar year; and (B) to the extent permitted by applicable laws without incurring statutory penalties, the Company will reimburse the cost (to the same extent that the Company was paying as of immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve (12) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the period of time you are receiving the COBRA Benefits to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period. Reimbursement for the COBRA Benefits shall be provided to you within sixty (60) days of your submission of evidence of the premium payment, subject to such submission being delivered to the Company within sixty (60) days of your making the applicable payment; and (C) immediate vesting acceleration of the Time-Vested Options and Performance-Vested Options to the extent outstanding and unvested as of the date of your Qualifying Termination, in each case as to the number of shares of the Company’s common stock subject to such award that otherwise would have vested had you remained employed by the Company through the twelve (12)- month anniversary of the date of your Qualifying Termination; andand 250706503 v6 (D) the Time-Vested Options, Performance-Vested Options and IPO Option to the extent outstanding and vested as of the date of your Qualifying Termination (after giving effect to the vesting acceleration described in subpart (C) above and any other applicable vesting acceleration) shall each remain outstanding and exercisable until the earlier of (i) the expiration of the original term of such stock option, (ii) the one-year anniversary of the date of your Qualifying Termination, provided if such stock option is the IPO Option, then the 90th day following your Qualifying Termination instead, and (iii) immediately prior to the effective time of a Change in Control if such stock option is not assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with such Change in Control.

Qualifying Termination Outside of the Change in Control Period. In the event you have a Qualifying Termination that occurs outside of the Change in Control Period, the Severance Benefits shall consist of the following: (A) cash severance payments of twelve (12) months’ continued Base Salary, subject to all applicable deductions and withholdings, paid in accordance with the Company’s standard payroll schedule over a period of twelve (12) months; provided, however (x) amounts shall accrue until the Release (as defined below) becomes fully and irrevocably effective, and (y) in the event the Release Period spans two calendar years, no amount of such cash severance payments will be paid prior to January 1 of the second calendar year; and (B) if, following the end of the fiscal year of the Company in which your Qualifying Termination occurs, the Company determines in good faith that the applicable Performance Bonus objectives and milestones for that fiscal year have been achieved, you will receive a Performance Bonus in the amount so determined by the Company, and pro-rated based on the date of your Qualifying Termination, payable to you on the earlier of (i) the date annual performance bonuses are paid to other similarly-situated employees of the Company and (ii) March 15th of the calendar year next following the calendar year in which your Qualifying Termination occurs, subject to all applicable deductions and withholdings, provided that in the event the Release Period spans two calendar years, no amount of such cash severance payments will be paid prior to January 1 of the second calendar year; and (C) to the extent permitted by applicable laws without incurring statutory penalties, the Company will reimburse the cost (to the same extent that the Company was paying as of immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve (12) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the period of time you are receiving the COBRA Benefits to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period. Reimbursement for the COBRA Benefits shall be provided to you within sixty (60) days of your submission of evidence of the premium payment, subject to such submission being delivered to the Company within sixty (60) days of your making the applicable payment; and (CD) immediate vesting acceleration of the PerformanceTime-Vested Based Options and Performance Options to the extent outstanding and unvested as of the date of your Qualifying Termination, in each case as to the number of shares of the Company’s common stock subject to such award that otherwise would have vested had you remained employed by the Company through the twelve (12)- month anniversary of the date of your Qualifying Termination; and (DE) the PerformanceTime-Vested Based Option, Performance Options and IPO Option to the extent outstanding and vested as of the date of your Qualifying Termination (after giving effect to the vesting acceleration described in subpart (CD) above and any other applicable vesting acceleration) shall each remain outstanding and exercisable until the earlier of (i) the expiration of the original term of such stock option, (ii) the one-year anniversary of the date of your Qualifying Termination, provided if such stock option is the IPO Option, then the 90th day following your Qualifying Termination instead, and (iii) immediately prior to the effective time of a Change in Control if such stock option is not assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with such Change in Control.

Qualifying Termination Outside of the Change in Control Period. In the event you have Upon a Qualifying Termination that occurs outside of the Change in Control Period, the Severance Benefits Executive shall consist of the following: (A) cash severance payments of twelve (12) months’ continued Base Salarybe entitled to receive, subject to all applicable deductions and withholdings, paid in accordance with the Company’s standard payroll schedule over a period of twelve (12) months; provided, however (x) amounts shall accrue until the effectiveness and irrevocability of the Release (as defined below) becomes fully and irrevocably effective, and (y) the Executive’s resignation from the Board (if Executive is a member of the Board), the following severance benefits, subject to standard deductions and withholdings·: (i) The Executive shall receive cash severance equal to 100% of the Annual Base Salary in effect immediately prior to the event Date of Termination (or if the Release Period spans two calendar yearsQualifying Termination is due to a resignation for Good Reason based on a material reduction in base cash compensation, then the Executive’s Annual Base Salary in effect immediately prior to such reduction). Subject to any delay in payment required by Section 5(d), the Company will pay such cash severance, in substantially equal installments on the Company’s regular payroll schedule over the twelve-month period immediately following the Date of Termination. However, no amount payments of such cash severance payments will be paid made prior to January 1 the Severance Commencement Date. On the first payroll pay day on or following the Severance Commencement Date, the Company will pay the Executive in a lump sum the cash severance the Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness and irrevocability of the second calendar yearRelease, with the balance of the cash severance being paid as originally scheduled; and (Bii) If the Executive timely elects continuation health care coverage pursuant to the extent permitted by applicable laws without incurring statutory penaltiesCOBRA for Executive and/or Executive’s eligible dependents, the Company will reimburse the cost Executive for the applicable COBRA premiums, grossed up for income taxation, for such coverage for up to twelve months, or such earlier time as the Executive ceases to be eligible for such continuation coverage; provided, however, that if the Company determines in its sole discretion that it cannot make the COBRA reimbursements without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the same extent monthly COBRA premium that the Company was paying as of immediately before Executive would be required to pay to continue the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to the same extent provided by the CompanyExecutive’s group health plans immediately before coverage in effect on the Date of Termination Date (“COBRA Benefits”) for twelve (12) months after which amount will be based on the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the period of time you are receiving the COBRA Benefits to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period. Reimbursement premium for the first month of COBRA Benefits shall continuation coverage), which payments will be provided to you within sixty (60) days made regardless of your submission whether the Executive elects COBRA continuation coverage and will commence on the month following the Executive’s Date of evidence of the premium payment, subject to such submission being delivered to the Company within sixty (60) days of your making the applicable payment; and (C) immediate vesting acceleration of the Performance-Vested Options to the extent outstanding Termination and unvested as of the date of your Qualifying Termination, in each case as to the number of shares of the Company’s common stock subject to such award that otherwise would have vested had you remained employed by the Company through the twelve (12)- month anniversary of the date of your Qualifying Termination; and (D) the Performance-Vested Options and IPO Option to the extent outstanding and vested as of the date of your Qualifying Termination (after giving effect to the vesting acceleration described in subpart (C) above and any other applicable vesting acceleration) shall each remain outstanding and exercisable until will end on the earlier of (ix) the expiration of date upon which the original term of such stock option, Executive obtains other comparable health care coverage or (iiy) the one-year anniversary date the Company has paid an amount equal to twelve payments. For the avoidance of doubt, the date taxable payments in lieu of your Qualifying TerminationCOBRA reimbursements may be used for any purpose, provided if such stock option is the IPO Optionincluding, then the 90th day following your Qualifying Termination insteadbut not limited to continuation coverage under COBRA, and (iii) immediately prior will be subject to the effective time of a Change in Control if such stock option is not assumed, continued or substituted by the surviving or acquiring entity (or its parent) in connection with such Change in Controlall applicable tax withholding.