Sale Event Provisions. The provisions of this Section 5 shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if the Date of Termination occurs upon the closing of a Sale Event or within 12 months thereafter (“Sale Event Period”). These provisions shall terminate and be of no further force or effect after a Sale Event Period.
Sale Event Provisions. The provisions of this Section 5 shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a 4 ACTIVE/84481365.5 termination of employment, if the Date of Termination occurs upon the closing of a Sale Event or within 12 months thereafter (“Sale Event Period”). These provisions shall terminate and be of no further force or effect after a Sale Event Period. (a) Involuntary Termination of Employment During the Sale Event Period. If, during a Sale Event Period, the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason, then, subject to the Executive signing and not revoking a Release Agreement all within 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to (i) 6 months of Executive’s Base Salary; plus (ii) 50% of the Executive’s Target Bonus for the year in which the Date of Termination occurs, (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 6 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); (ii) notwithstanding anything to the contrary in the Equity Documents or any other applicable equity award agreement, all then outstanding time-based equity awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; provided that, for the avoidance of doubt, this provision shall supersede any provision in the Equity Documents relating to acceleration in connection with a Sale Event and all other terms of the Equity Documents shall continue to be in effect, including, without limitation, provisions with respect to exercise; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA...
