Common use of Resignation by Employee for Good Reason Clause in Contracts

Resignation by Employee for Good Reason. (a) Notwithstanding the provisions of Section 3.3, in the event that Employee terminates this Agreement by resigning for Good Reason (defined below), in addition to payment of the Accrued Obligations, (A) Company shall pay Employee (i) a lump sum equal to one times Employee’s Base Salary as then in effect, and (ii) an amount equal to one times the amount of the Annual Bonus (as defined below) actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, prorated based on the number of days actually worked in the fiscal year in which the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, multiplied by a fraction, the numerator of which is equal to the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such year), in each case payable on Company’s first regular pay date that is on or after the 60th day following the effective date of termination; (B) for the period beginning on the effective date of termination and ending on the date that is 18 months after the effective date of termination, Company shall reimburse Employee for the COBRA Premium (as defined above); provided, however, that in order to receive a COBRA Premium reimbursement, Employee must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the COBRA Premium reimbursement for any period in which Employee is eligible to participate in a group medical plan sponsored by any other employer. Employee agrees and understands that the payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this Section 3.4, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall remain in full force and effect. Collectively, the payments made under this Section shall be referred to as the “Good Reason Separation Package.” (b) For purposes of this Agreement, “Good Reason” shall mean (1) the material breach of any of Company’s obligations under this Agreement without Employee’s written consent; (2) the change of Employee’s title or the assignment to Employee of any duties that materially adversely alter the nature or status of Employee’s office, title, and responsibilities, including reporting responsibilities, or action by Company that results in the material diminution of Employee’s position, duties or authorities, from those in effect immediately prior to such change in title, assignment or action, in each case, without Employee’s written consent; or (3) in the event that Employee and Company cannot agree on a relocation package, the relocation of the Employee’s principal place of employment as set forth in Section 2.2 of this Agreement, except for required travel on Company’s business to an extent substantially consistent with Employee’s obligations under this Agreement. To constitute Good Reason, Employee is required to provide notice to Company of the existence of the conditions constituting Good Reason within a period not to exceed ninety (90) days from the initial existence of the condition and Company must be provided a period of at least 30 days during which it may remedy the condition.

Resignation by Employee for Good Reason. (a) Notwithstanding the provisions of Section 3.3, in the event that Employee terminates this Agreement by resigning Upon Employee’s resignation for Good Reason (defined below), in addition at any time prior to payment the expiration of the Accrued ObligationsTerm, (A) Company shall pay Employee then (i) a lump sum equal the Company shall continue to one times Employee’s pay Employee the Base Salary as then in effect, through the longer of (x) the end of the Term and (iiy) an amount equal to one times the amount of the Annual Bonus 18 months (as defined below) actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, prorated based on the number of days actually worked in the fiscal year in which the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, multiplied by a fractionsuch period, the numerator of which is equal to “Salary Continuation Period” and such payments, the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such year“Cash Severance Payments”), in each case payable on in equal biweekly installments in accordance with the Company’s first regular payroll practice as in effect from time to time; (ii) the Company shall pay date that is on or after Employee within 30 days of the 60th day following the effective date of terminationsuch termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(g) below); (Biii) the Company shall pay in cash to Employee for each month between the period beginning on the effective date of termination and ending the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee’s eligible dependents to the extent such coverage is then in place; and (iv) any compensation awards of Employee based on, or in the form of, Company equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination (such period, the “Equity Acceleration Period”) shall vest as of the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that is 18 months after the effective date of termination, Company shall reimburse Employee any amount that would vest under this provision but for the COBRA Premium (as defined above)fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; provided, however, and provided further that in order if any Equity Awards made subsequent to receive a COBRA Premium reimbursement, Employee must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the COBRA Premium reimbursement for any period in which Employee is eligible to participate in a group medical plan sponsored by any other employer. Employee agrees and understands that the payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this Section 3.4, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 Effective Date of this Agreement shall remain in full force and effect. Collectivelyspecifies a more favorable post-termination vesting schedule for such equity, the payments made under this Section shall be referred to as the “Good Reason Separation Package.” (b) For purposes of this Agreement, “Good Reason” shall mean (1) the material breach of any of Company’s obligations under this Agreement without Employee’s written consent; (2) the change of Employee’s title or the assignment to Employee of any duties that materially adversely alter the nature or status of Employee’s office, title, and responsibilities, including reporting responsibilities, or action by Company that results in the material diminution of Employee’s position, duties or authorities, from those in effect immediately prior to such change in title, assignment or action, in each case, without Employee’s written consent; or (3) in the event that Employee and Company cannot agree on a relocation package, the relocation terms of the Employee’s principal place of employment as set forth in Section 2.2 of this Agreement, except award agreement for required travel on Company’s business to an extent substantially consistent with Employee’s obligations under this Agreement. To constitute Good Reason, Employee is required to provide notice to Company of the existence of the conditions constituting Good Reason within a period not to exceed ninety (90) days from the initial existence of the condition and Company must be provided a period of at least 30 days during which it may remedy the conditionsuch Equity Award shall govern.

Resignation by Employee for Good Reason. (a) Notwithstanding the provisions of Section 3.3, in the event that Employee terminates this Agreement by resigning Upon Employee’s resignation for Good Reason (defined below), in addition at any time prior to payment the expiration of the Accrued ObligationsTerm, then (Ai) the Company shall pay Employee his Termination Base Salary, less applicable tax withholdings, payable in equal biweekly installments for a period of 18-months following the date of Employee’s termination (isuch period, the “Salary Continuation Period” and such payments, the “Cash Severance Payments”); (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum equal in cash any Accrued Obligations (as defined in Section 1(i) below); (iii) the Company shall pay in cash to one times Employee’s Base Employee (within 10 business days of each applicable monthly period) for each month between the date of termination and the end of the Salary as then in effect, and (ii) Continuation Period an amount equal to one times the amount premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee’s eligible dependents to the extent such coverage is then in place; (iv) any compensation awards of Employee based on, or in the form of, Company equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination without regard to a lapse of the Annual Bonus Term of the Agreement (such period, the “Equity Acceleration Period”) shall vest as defined belowof the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) actually paid to Employee of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for the fiscal year immediately purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the fiscal date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Awards made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule for such equity, the terms of the award agreement for such Equity Award shall govern; (v) any then vested options of Employee (including options vesting as a result of (iv) above) to purchase Company equity, shall remain exercisable through the date that is 18 months following the date of such termination or, if earlier, through the scheduled expiration date of such options, and this right to exercise options shall survive Employee’s death, if his death should occur during these same timeframes; and (vi) the Company will consider in good faith the payment of a discretionary bonus on a pro rata basis for the year in which the effective date termination of termination employment occurs, prorated any such payment to be paid (if at all) based on actual performance during the year in which termination has occurred and based on the number of days actually worked in the fiscal of employment during such year in which the effective date of termination occurs relative to 365 days (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, multiplied by a fraction, the numerator of which is equal to the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such year), in each case payable on Company’s first regular pay date that is on or after the 60th day following the effective date of termination; (B) for the period beginning on the effective date of termination and ending on the date that is 18 months after the effective date of termination, Company shall reimburse Employee for the COBRA Premium (as defined above); provided, however, that in order to receive a COBRA Premium reimbursement, Employee must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the COBRA Premium reimbursement for any period in which Employee is eligible to participate in a group medical plan sponsored by any other employer. Employee agrees and understands that lump sum at the payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this Section 3.4, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall remain in full force and effect. Collectively, the payments made under this Section shall be referred to as the “Good Reason Separation Packagetime such annual bonus would otherwise have been paid).” (b) For purposes of this Agreement, “Good Reason” shall mean (1) the material breach of any of Company’s obligations under this Agreement without Employee’s written consent; (2) the change of Employee’s title or the assignment to Employee of any duties that materially adversely alter the nature or status of Employee’s office, title, and responsibilities, including reporting responsibilities, or action by Company that results in the material diminution of Employee’s position, duties or authorities, from those in effect immediately prior to such change in title, assignment or action, in each case, without Employee’s written consent; or (3) in the event that Employee and Company cannot agree on a relocation package, the relocation of the Employee’s principal place of employment as set forth in Section 2.2 of this Agreement, except for required travel on Company’s business to an extent substantially consistent with Employee’s obligations under this Agreement. To constitute Good Reason, Employee is required to provide notice to Company of the existence of the conditions constituting Good Reason within a period not to exceed ninety (90) days from the initial existence of the condition and Company must be provided a period of at least 30 days during which it may remedy the condition.

Resignation by Employee for Good Reason. (a) Notwithstanding If Employee's employment is terminated --------------------------------------- by the provisions of Section 3.3Company for any reason other than Employee's death or Disability or for Cause, in the event that or if Employee terminates this Agreement by resigning resigns for Good Reason Reason, then (defined below), in addition to payment of i) the Accrued Obligations, (A) Company shall pay Employee (i) a lump sum equal to one times Employee’s the Base Salary as then in effect, and from the date of termination of Employee's employment through the end of the scheduled Term (the "Severance Period") pursuant to the Company's normal payroll practices; (ii) commencing at the end of the fiscal year in which Employee's date of termination of employment occurs and at the end of each full fiscal year during the Severance Period, the Company shall pay to Employee an amount equal to one times the amount Employee's target bonus (expressed as a percentage of the Annual Bonus (as defined belowBase Salary) actually paid to Employee for the fiscal year immediately prior in which the date of termination occurs, based on the deemed achievement of any individual performance goal formulas and actual achievement of corporate performance goal formulas, with respect to the fiscal year in which payment is made, at such time and in such manner as the effective Company otherwise pays its annual bonuses to similarly situated executives of the Company; (iii) during the Severance Period, the Company shall continue to provide benefits to Employee that would have been provided to Employee in accordance with the plans, programs, practices and policies in which Employee participated as of the date of termination occursif Employee's employment had not been terminated or, prorated based on the number of days actually worked in the fiscal year case where any or all of the employee benefit plans are discontinued or no longer applicable to similarly situated executives of the Company and its subsidiaries, as in which effect generally at any time thereafter with respect to similarly situated executives of the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occursCompany and its subsidiaries, multiplied by a fraction, the numerator of which is equal to the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such year), in each case payable on Company’s first regular pay date that is on or after the 60th day following the effective date of termination; (B) for the period beginning on the effective date of termination and ending on the date that is 18 months after the effective date of termination, Company shall reimburse Employee for the COBRA Premium (as defined above); provided, however, that in order that, if Employee becomes re-employed with another employer and is eligible to receive a COBRA Premium reimbursementsuch benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility; (iv) the Company shall pay Employee must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the COBRA Premium within 30 days of having paid the date of such COBRA Premium; provided furthertermination in a lump sum in cash any Accrued Obligations (as defined in Section 1(f) below). In addition, howeverEmployee shall automatically and immediately vest in all of his then-outstanding Company equity-based compensation awards and options granted on or prior to August 2, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed 2001 or any attendant warrants granted in respect thereof pursuant to Section 2716 8.12 of ____________________ (A) London, UK metropolitan area for Xxxxx Xxxxxxxxx. the PHSATransaction Agreement. Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the COBRA Premium reimbursement for any period in which Employee is eligible to participate in a group medical plan sponsored by any other employer. Employee agrees and understands that the The payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this Section 3.4, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall remain in full force and effect. Collectively, the payments made under this Section shall be referred to as the “Good Reason Separation Package.” (b) For purposes of this Agreement, “Good Reason” shall mean (1) the material breach of any of Company’s obligations under this Agreement without Employee’s written consent; (2) the change of Employee’s title or the assignment to Employee of any duties that materially adversely alter the nature or status severance benefits described in this Section 1(d) shall be subject to Employee's execution and non-revocation of Employee’s office, title, and responsibilities, including reporting responsibilities, or action by Company that results in the material diminution of Employee’s position, duties or authorities, from those in effect immediately prior to such change in title, assignment or action, in each case, without Employee’s written consent; or (3) in the event that Employee and Company cannot agree on a relocation package, the relocation general release of the Employee’s principal place of employment as set forth Company and its affiliates in Section 2.2 of this Agreement, except a form substantially similar to that used for required travel on Company’s business to an extent substantially consistent with Employee’s obligations under this Agreement. To constitute Good Reason, Employee is required to provide notice to Company similarly situated executives of the existence Company and its subsidiaries, a copy of the conditions constituting Good Reason within a period not to exceed ninety (90) days from the initial existence form of the condition and Company must be provided a period of at least 30 days during which it may remedy the condition.is attached as Exhibit A.

Resignation by Employee for Good Reason. (a) Notwithstanding the provisions of Section 3.3, in the event that Employee terminates this Agreement by resigning Upon Employee’s resignation for Good Reason (defined below), in addition at any time prior to payment the expiration of the Accrued ObligationsTerm, then (Ai) the Company shall pay Employee his Base Salary, less applicable tax withholdings, payable in equal biweekly installments for a period of 18-months following the date of Employee’s termination (isuch period, the “Salary Continuation Period” and such payments, the “Cash Severance Payments”); (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum equal in cash any Accrued Obligations (as defined in Section 1(i) below); (iii) the Company shall pay in cash to one times Employee’s Base Employee (within 10 business days of each applicable monthly period) for each month between the date of termination and the end of the Salary as then in effect, and (ii) Continuation Period an amount equal to one times the amount premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee’s eligible dependents to the extent such coverage is then in place; (iv) any compensation awards of Employee based on, or in the form of, Company equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination without regard to a lapse of the Annual Bonus Term of the Agreement (such period, the “Equity Acceleration Period”) shall vest as defined belowof the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) actually paid to Employee of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for the fiscal year immediately purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the fiscal date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Awards made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule for such equity, the terms of the award agreement for such Equity Award shall govern; (v) any then vested options of Employee (including options vesting as a result of (iv) above) to purchase Company equity, shall remain exercisable through the date that is 18 months following the date of such termination or, if earlier, through the scheduled expiration date of such options, and this right to exercise options shall survive Employee’s death, if his death should occur during these same timeframes; and (vi) the Company will consider in good faith the payment of a discretionary bonus on a pro rata basis for the year in which the effective date termination of termination employment occurs, prorated any such payment to be paid (if at all) based on actual performance during the year in which termination has occurred and based on the number of days actually worked in the fiscal of employment during such year in which the effective date of termination occurs relative to 365 days (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, multiplied by a fraction, the numerator of which is equal to the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such year), in each case payable on Company’s first regular pay date that is on or after the 60th day following the effective date of termination; (B) for the period beginning on the effective date of termination and ending on the date that is 18 months after the effective date of termination, Company shall reimburse Employee for the COBRA Premium (as defined above); provided, however, that in order to receive a COBRA Premium reimbursement, Employee must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the COBRA Premium reimbursement for any period in which Employee is eligible to participate in a group medical plan sponsored by any other employer. Employee agrees and understands that lump sum at the payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this Section 3.4, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall remain in full force and effect. Collectively, the payments made under this Section shall be referred to as the “Good Reason Separation Packagetime such annual bonus would otherwise have been paid).” (b) For purposes of this Agreement, “Good Reason” shall mean (1) the material breach of any of Company’s obligations under this Agreement without Employee’s written consent; (2) the change of Employee’s title or the assignment to Employee of any duties that materially adversely alter the nature or status of Employee’s office, title, and responsibilities, including reporting responsibilities, or action by Company that results in the material diminution of Employee’s position, duties or authorities, from those in effect immediately prior to such change in title, assignment or action, in each case, without Employee’s written consent; or (3) in the event that Employee and Company cannot agree on a relocation package, the relocation of the Employee’s principal place of employment as set forth in Section 2.2 of this Agreement, except for required travel on Company’s business to an extent substantially consistent with Employee’s obligations under this Agreement. To constitute Good Reason, Employee is required to provide notice to Company of the existence of the conditions constituting Good Reason within a period not to exceed ninety (90) days from the initial existence of the condition and Company must be provided a period of at least 30 days during which it may remedy the condition.

Resignation by Employee for Good Reason. (a) Notwithstanding Upon termination of Employee's employment prior to the provisions expiration of Section 3.3, in the event that Term by Employee terminates this Agreement by resigning for Good Reason (as defined below), in addition to payment of the Accrued Obligations, (A) Company shall pay Employee then: (i) a lump sum equal the Company shall continue to one times Employee’s pay Employee the Base Salary as through the longer of (x) the end of the Term over the course of the then in effect, remaining Term and (iiy) an amount equal to one times the amount of the Annual Bonus 12 months (as defined below) actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, prorated based on the number of days actually worked in the fiscal year in which the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, multiplied by a fractionsuch period, the numerator of which is equal to “Salary Continuation Period” and such payments, the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such year“Cash Severance Payments”), in each case payable on Company’s first regular in equal biweekly installments and the Company shall pay in cash to Employee (within 10 business days of each applicable monthly period) for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee's eligible dependents to the extent such coverage is then in place; (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations; (iii) any compensation awards of Employee based on, or in the form of, Company equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination shall 100% vest (and with respect to awards other than stock options and stock appreciation rights, settle) as of the date of such termination of employment; provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest (and with respect to awards other than stock options and stock appreciation rights, settle) as if such performance conditions had been fully satisfied ; and provided further that if any Equity Awards made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule for such equity, the terms of the award agreement for such Equity Award shall govern; and (iv) any then vested options of Employee (including options vesting as a result of (iii) above) to purchase Company equity, shall remain exercisable through the time of their exercise period. (v) The payment to Employee of the severance pay or benefits described in Section 1(d) (other than any Accrued Obligations) is contingent upon Employee signing and not revoking a separation and release of the Company and its affiliates in a form substantially similar to that used for similarly situated executive officers of the Company (the “Release”), the offset provisions in Section 1(e), and Employee's compliance with the restrictive covenants set forth in Section 2 (other than any non-compliance that is on immaterial, does not result in harm to the Company or its affiliates, and, if curable, is cured by Employee promptly after receipt of notice thereof given by the 60th day Company). The Release must become effective no later than sixty (60) days following Employee's employment termination date or such earlier date required by the Release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, Employee will forfeit any rights to severance. In no event will severance payments or benefits (other than any Accrued Obligations) be paid or provided until the Release becomes effective and irrevocable. Upon the Release becoming effective and irrevocable, any payments delayed from the date Employee terminates employment through the effective date of termination; (B) for the period beginning on the effective date of termination and ending on the date that is 18 months Release will be payable in a lump sum without interest as soon as administratively practicable after the Release Deadline and all other amounts will be payable in accordance with the payment schedule applicable to each payment or benefit. In the event the termination occurs at a time during the calendar year where the Release could become effective date of terminationin the calendar year following the calendar year in which Employee's termination occurs, Company shall reimburse Employee for the COBRA Premium then any severance payments or benefits that would be considered Deferred Payments (as defined above); provided, however, that in order below) will be paid on the first payroll date to receive a COBRA Premium reimbursement, Employee must timely elect COBRA continuation coverage, pay occur during the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid calendar year following the COBRA Premium within 30 days of having paid such COBRA Premium; provided further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the COBRA Premium reimbursement for any period calendar year in which Employee such termination occurs, or, if later, (i) the Release Deadline, (ii) such time as required by the payment schedule provided above that is eligible applicable to participate in a group medical plan sponsored by any other employereach payment or benefit, or (iii) the Delayed Initial Payment Date (as defined below). Employee acknowledges and agrees and understands that the Company's payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this Section 3.4, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 severance pay and 14 of this Agreement shall remain in full force benefits (except Accrued Obligations) constitutes good and effect. Collectively, the payments made under this Section shall be referred to as the “Good Reason Separation Packagevaluable consideration for such Release.” (b) For purposes of this Agreement, “Good Reason” shall mean (1) the material breach of any of Company’s obligations under this Agreement without Employee’s written consent; (2) the change of Employee’s title or the assignment to Employee of any duties that materially adversely alter the nature or status of Employee’s office, title, and responsibilities, including reporting responsibilities, or action by Company that results in the material diminution of Employee’s position, duties or authorities, from those in effect immediately prior to such change in title, assignment or action, in each case, without Employee’s written consent; or (3) in the event that Employee and Company cannot agree on a relocation package, the relocation of the Employee’s principal place of employment as set forth in Section 2.2 of this Agreement, except for required travel on Company’s business to an extent substantially consistent with Employee’s obligations under this Agreement. To constitute Good Reason, Employee is required to provide notice to Company of the existence of the conditions constituting Good Reason within a period not to exceed ninety (90) days from the initial existence of the condition and Company must be provided a period of at least 30 days during which it may remedy the condition.