Common use of Separation Pay and Benefits Clause in Contracts

Separation Pay and Benefits. In consideration of, subject to and conditioned on (a) Executive’s execution of this Agreement and compliance with its terms and conditions, and (b) Executive’s execution on or within twenty-one (21) days following the Tender Date and non-revocation thereof of the Waiver and Release of Claims set forth in Exhibit A (the “Release”, and the first date on which the Release is executed and delivered with all periods for revocation thereof expired the “Release Effective Date”), Executive will be entitled to receive the severance benefits described in this Section 2 (subject to the terms and conditions set forth in this Agreement). (a) The Company will pay to Executive severance pay (“Cash Severance”) in the total amount of $1,195,000.00, less all required tax withholdings and other authorized deductions, on the 60th day after the Effective Date. The Cash Severance provided for in this Section 2(a) is in full satisfaction of the Company’s obligations under Sections 3(b), 4(b), 5 and 6(b) of the CIC Agreement. (b) Effective as of the close of business on the Release Effective Date, the following restricted shares granted to Executive will be deemed fully vested and any restrictions on such restricted shares will fully lapse and will be settled in accordance with the provisions of the Company’s 2013 Equity Incentive Plan and the applicable award agreement. (i) The restricted shares granted to Executive on March 2, 2016 and designated the 2015 Annual Long-Term Incentive Award, of which 2,288 shares are unvested as of the Termination Date; (ii) The restricted shares granted to Executive on March 2, 2016 and designated the 2015 Long-Term Incentive Award, of which 1,326 shares are unvested as of the Termination Date; (iii) The restricted shares granted to Executive on March 5, 2015 and designated the 2014 Annual Long-Term Incentive Award, of which 2,014 shares are unvested as of the Termination Date; (iv) The restricted shares granted to Executive on March 5, 2015 and designated the 2014 Long-Term Incentive Award, of which 979 shares are unvested as of the Termination Date; (v) The restricted shares granted to Executive on March 6, 2014 and designated the 2013 Annual Long-Term Incentive Award, of which 930 shares are unvested as of the Termination Date. (c) All other restricted shares and bonus stock granted to Executive pursuant to the 2013 Equity Incentive Plan or the 2004 Equity Incentive Plan, as amended, that were outstanding and unvested as of the Termination Date (excluding, for purposes of clarity, the restricted shares deemed fully vested on the Release Effective Date by reason of Section 2(b) hereof) were cancelled and forfeited without consideration on the Termination Date. (d) If Executive timely elects continued group medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse Executive for the COBRA premium payments for himself and his eligible dependents under the Company’s group medical plan, less applicable withholdings, for the period of eighteen (18) months following the Termination Date. The reimbursements provided for in this Section 2(d) are in full satisfaction of the Company’s obligations, if any, under Section 6(d) of the CIC Agreement. Any reimbursements that are required under this Section 2(d) will be made on a regular, periodic basis within thirty (30) days after such reimbursable amounts are incurred by Executive; provided, that, before such reimbursement, Executive has submitted or the Company possesses the applicable and appropriate evidence of such expense(s).

Separation Pay and Benefits. In consideration of, subject to and conditioned on (a) Executive’s execution Provided that Employee executes the release of this Agreement and compliance with its terms and conditions, and (b) Executive’s execution on or within twenty-one (21) days following the Tender Date and non-revocation thereof of the Waiver and Release of Claims set forth claims in Exhibit A hereto and it becomes irrevocable by the sixtieth (the “Release”, and the first date on which the Release is executed and delivered with all periods for revocation thereof expired the “Release Effective Date”), Executive will be entitled to receive the severance benefits described in this Section 2 (subject to the terms and conditions set forth in this Agreement). (a60th) The Company will pay to Executive severance pay (“Cash Severance”) in the total amount of $1,195,000.00, less all required tax withholdings and other authorized deductions, on the 60th day after the Effective Date. The Cash Severance provided for in this Section 2(a) is in full satisfaction of the Company’s obligations under Sections 3(b), 4(b), 5 and 6(b) of the CIC Agreement. (b) Effective as of the close of business on the Release Effective Termination Date, Employee will receive the following restricted shares granted to Executive will be deemed fully vested and any restrictions on such restricted shares will fully lapse and will be settled in accordance with the provisions of the Company’s 2013 Equity Incentive Plan and the applicable award agreement.following: (i) The restricted shares granted to Executive on March 2, 2016 and designated On the 2015 Annual Long-Term Incentive Award, of which 2,288 shares are unvested as of date that is sixty (60) days after the Termination Date;, Employer shall pay Employee severance of $890,974.70 in a single lump sum cash payment. (ii) The restrictions on all 65,790 restricted common shares of CyrusOne Inc. granted to Executive on March 2Employee with the award date of January 17, 2016 and designated the 2015 Long-Term Incentive Award2013, of which 1,326 shares are unvested as of the Termination Date; (iii) The restricted shares granted to Executive on March 5, 2015 and designated the 2014 Annual Long-Term Incentive Award, of which 2,014 shares are unvested as of the Termination Date; (iv) The restricted shares granted to Executive on March 5, 2015 and designated the 2014 Long-Term Incentive Award, of which 979 shares are unvested as of the Termination Date; (v) The restricted shares granted to Executive on March 6, 2014 and designated the 2013 Annual Long-Term Incentive Award, of which 930 shares are unvested as of the Termination Date. (c) All other restricted shares and bonus stock granted to Executive pursuant to the 2013 Equity Executive Restricted Stock Award under the provisions of the CyrusOne 2012 Long Term Incentive Plan or (the 2004 Equity Incentive “Plan, as amended, that were outstanding ”) shall lapse and unvested as of the Termination Date (excluding, for purposes of clarity, the restricted such shares deemed fully shall become vested on the Release Effective Date by reason of Section 2(b) hereof) were cancelled and forfeited without consideration with all entitlements thereto on the Termination Date. (diii) If Executive timely elects continued group medical coverage pursuant The restrictions on the target number of common shares of CyrusOne Inc. subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse Executive for the COBRA premium payments for himself and his eligible dependents Non-Statutory Performance Stock Option Award under the Company’s group medical planprovisions of the Plan, less applicable withholdingsgranted to Employee with the award date of April 17, for 2013 (10,455 shares) shall lapse on the period of eighteen (18) months following Termination Date and such options shall become vested with all entitlements thereto on the Termination Date, to the extent not already vested, and Employee may exercise such vested options in accordance with the award agreement within one year after the Termination Date. The reimbursements provided for in vested options will terminate, if not exercised, at the expiration of this Section 2(done-year period. (iv) are in full satisfaction The restrictions on the target number of common shares of CyrusOne Inc. subject to the Executive Performance Restricted Stock Award under the provisions of the Company’s obligationsPlan, granted to Employee with the award date of April 17, 2013 (13,757 shares) shall lapse on the Termination Date and such shares shall become vested with all entitlements thereto on the Termination Date, to the extent not already vested. (v) The restrictions on the target number of common shares of CyrusOne Inc. subject to the Executive Performance Restricted Stock Award under the provisions of the Plan, granted to Employee with the award date of February 7, 2014 (36,320 shares) shall lapse and the shares become vested with all entitlements thereto on the Termination Date, to the extent not already vested. (vi) Pursuant to the Executive Time-Based Restricted Stock Award under the provisions of the Plan, granted to Employee with the award date of February 10, 2015, the restrictions on 2,533 common shares of CyrusOne Inc. will lapse and the shares shall become vested with all entitlements thereto on the Termination Date, and the remaining 2,415 shares will be immediately forfeited on that date. (vii) Pursuant to the Executive Non-Statutory Stock Option Award under the provisions of the Plan, granted to Employee with the award date of February 10, 2015, the restrictions on 15,838 options will lapse and the options shall become vested with all entitlements thereto on the Termination Date, and the remaining 15,103 options will be immediately forfeited on that date. Employee may exercise such vested options in accordance with the award agreement within one year after the Termination Date. The vested options will terminate, if anynot exercised, at the expiration of this one-year period. (viii) The restrictions on the target number of common shares of CyrusOne Inc. subject to the Executive Performance Restricted Stock Award under Section 6(d) the provisions of the CIC AgreementPlan, granted to Employee with the award date of February 10, 2015 (14,844 shares) shall become lapse and the shares shall become fully vested with all entitlements thereto on the Termination Date. (ix) Provided Employee makes a timely election for COBRA continuation coverage under CyrusOne Group’s group health and welfare benefit plans, Employer will pay or reimburse the portion of the COBRA premiums that exceeds the active employee rate for up to twelve months after the Termination Date. Any reimbursements The portion of the COBRA premiums that are required under this Section 2(dEmployer pays will be additional taxable income to Employee. (x) On the date that is sixty (60) days after the Termination Date, Employer shall pay Employee $4,622 in a single lump sum cash payment to pay for converted group term life insurance coverage. No payments will be made on a regularor benefits provided if the general release in Exhibit A hereto does not become irrevocable by the sixtieth (60th) day after the Termination Date. If any equity award is deemed vested as of the Termination Date but would not otherwise have vested according to its terms, periodic basis within thirty (30) days after but the general release is revoked, such reimbursable amounts are incurred by Executive; provided, equity acceleration will be immediately rescinded and revoked and the underlying shares forfeited. Employee acknowledges that, before such reimbursementin the absence of his execution of the general release, Executive has submitted benefits and payments specified above would not otherwise be due to him. All payments and benefits will be processed in accordance with the normal payroll practices of Employer, and are subject to deductions for payroll taxes, income tax withholding and other deductions required by law or the Company possesses the applicable and appropriate evidence of such expense(s)authorized by Employee.

Separation Pay and Benefits. In consideration of, subject to and conditioned on (a) Executiveexchange for Employee’s execution of this Agreement and continued compliance with its terms and conditions, and (b) Executive’s execution on or within twenty-one (21) days following the Tender Date and non-revocation thereof of the Waiver and Release of Claims set forth in Exhibit A (the “Release”, and the first date on which the Release is executed and delivered with all periods for revocation thereof expired the “Release Effective Date”), Executive will be entitled to receive the severance benefits described in this Section 2 (subject to the terms and conditions set forth in of this Agreement), and provided that Employee executes the release of claims in Exhibit A hereto on or after the Termination Date and it becomes irrevocable by the sixtieth (60th) day after the Termination Date, Employer will pay or provide to Employee the following: (i) On the date that is sixty (60) days after the Termination Date, Employer shall pay Employee severance of $1,442,000.00 in a single lump sum cash payment. (aii) The Company will pay to Executive severance pay (“Cash Severance”) in the total amount All 97,492 restricted common shares of $1,195,000.00, less all required tax withholdings and other authorized deductions, on the 60th day after the Effective Date. The Cash Severance provided for in this Section 2(a) is in full satisfaction of the Company’s obligations under Sections 3(b), 4(b), 5 and 6(b) of the CIC Agreement. (b) Effective as of the close of business on the Release Effective Date, the following restricted shares CyrusOne Inc. granted to Employee with the award date of January 17, 2013, pursuant to the Executive will be deemed fully vested and any restrictions on such restricted shares will fully lapse and will be settled in accordance with Restricted Stock Award under the provisions of the Company’s 2013 Equity CyrusOne 2012 Long Term Incentive Plan and (the applicable award agreement. (i“Plan”) The restricted shares granted to Executive on March 2, 2016 and designated the 2015 Annual Long-Term Incentive Award, of which 2,288 shares are unvested as of the Termination Date; (ii) The restricted shares granted to Executive on March 2, 2016 and designated the 2015 Long-Term Incentive Award, of which 1,326 shares are unvested as of the Termination Date; (iii) The restricted shares granted to Executive on March 5, 2015 and designated the 2014 Annual Long-Term Incentive Award, of which 2,014 shares are unvested as of the Termination Date; (iv) The restricted shares granted to Executive on March 5, 2015 and designated the 2014 Long-Term Incentive Award, of which 979 shares are unvested as of the Termination Date; (v) The restricted shares granted to Executive on March 6, 2014 and designated the 2013 Annual Long-Term Incentive Award, of which 930 shares are unvested shall become vested as of the Termination Date. (ciii) All other restricted 7,197 options to acquire common shares and bonus stock of CyrusOne Inc. subject to the Executive Non-Statutory Performance Stock Option Award under the provisions of the Plan, granted to Executive pursuant to Employee with the 2013 Equity Incentive Plan or the 2004 Equity Incentive Planaward date of April 17, as amended2013, that were outstanding and unvested as of the Termination Date (excluding, for purposes of clarity, the restricted shares shall be deemed fully vested on the Release Effective Date by reason of Section 2(b) hereof) were cancelled and forfeited without consideration on the Termination Date, and Employee may exercise such vested options in accordance with the award agreement within one year after the Termination Date. In addition, notwithstanding Employee’s termination of employment, up to an additional 5,227 options may become vested on March 31, 2016, based entirely on whether the total stockholder return (“TSR”) performance goals for the performance evaluation periods set forth in the option award agreement are met. If these additional options vest based on performance, Employee may exercise such vested options in accordance with the award agreement within one year after the vesting date. The vested options will terminate, if not exercised, at the expiration of this one-year period. All unvested options will immediately terminate on March 31, 2016. (div) If Executive timely elects continued group medical coverage pursuant 9,471 common shares of CyrusOne Inc. subject to the Consolidated Omnibus Budget Reconciliation Act Executive Performance Restricted Stock Award under the provisions of 1985the Plan, as amended (“COBRA”)granted to Employee with the award date of April 17, 2013, shall be deemed vested on the Company will reimburse Executive Termination Date. In addition, notwithstanding Employee’s termination of employment, up to an additional 6,878 common shares may become vested on March 31, 2016, based entirely on whether the TSR performance goals for the COBRA premium payments for himself and his eligible dependents performance evaluation periods set forth in the award agreement are met. All unvested awards will immediately terminate on March 31, 2016. (v) 30,267 common shares of CyrusOne Inc. subject to the Executive Performance Restricted Stock Award under the Companyprovisions of the Plan, granted to Employee with the award date of February 7, 2014, shall be deemed vested on the Termination Date. In addition, notwithstanding Employee’s group medical plantermination of employment, less applicable withholdingsup to an additional cumulative 18,160 common shares may become vested on February 7, 2017, based entirely on whether the TSR performance goals for the period performance evaluation periods set forth in the award agreement are met. All unvested awards will immediately terminate on February 7, 2017. (vi) Pursuant to the Executive Time-Based Restricted Stock Award under the provisions of eighteen the Plan, granted to Employee with the award date of February 10, 2015, 3,120 common shares of CyrusOne Inc. will become vested on the Termination Date, and the remaining unvested shares will be immediately forfeited on that date. (18vii) months following Pursuant to the Executive Non-Statutory Stock Option Award under the provisions of the Plan, granted to Employee with the award date of February 10, 2015, 19,508 options will become vested on the Termination Date, and the remaining unvested options to acquire shares will be immediately forfeited on that date. Employee may exercise such vested options in accordance with the award agreement within one year after the Termination Date. The reimbursements provided for in vested options will terminate, if not exercised, at the expiration of this Section 2(done-year period. (viii) are in full satisfaction 14,845 common shares of CyrusOne Inc. subject to the Executive Performance Restricted Stock Award under the provisions of the CompanyPlan, granted to Employee with the award date of February 10, 2015, shall be deemed vested on the Termination Date, and the remaining unvested shares will be immediately forfeited on that date. (ix) Provided Employee makes a timely election for COBRA continuation coverage under CyrusOne Group’s obligationsgroup health benefit plan, if any, under Section 6(d) Employer will pay or reimburse the portion of the CIC AgreementCOBRA premium that exceeds the active employee rate for up to twelve months after the Termination Date. Any reimbursements Employer will cease payment or reimbursement if Employee becomes eligible for another employer’s group health plan. The portion of the COBRA premium that are required under this Section 2(dEmployer pays will be additional taxable income to Employee. (x) On the first payroll payment date after the end of the Consulting Period in 2016, Employer shall pay Employee $200,000.00 in a single lump sum cash payment. (xi) On the date that is sixty (60) days after the Termination Date, Employer shall pay Employee $4,320.00 in a single lump sum cash payment to pay for converted group term life insurance coverage. The Committee (as defined in the Plan) will determine in its sole discretion whether any additional options or shares will become vested, as described above, based on attainment of performance goals set forth in the applicable award agreements described above. No payments will be made on a regularor benefits provided if the general release in Exhibit A hereto does not become irrevocable by the sixtieth (60th) day after the Termination Date. In addition, periodic basis within thirty none of the foregoing payments will be made or benefits provided if Employee is terminated by Employer for Cause (30as defined in the Employment Agreement) days after or if her employment terminates due to death or Terminating Disability (as defined in the Employment Agreement), or if she voluntarily terminates for any reason. If any equity award is deemed vested as of the Termination Date, but the general release is revoked, such reimbursable amounts are incurred by Executive; provided, equity acceleration will be immediately rescinded and revoked and the underlying shares forfeited. Employee acknowledges that, before such reimbursementin the absence of her execution of this Agreement and the general release, Executive has submitted benefits and payments specified above would not otherwise be due to her. All payments and benefits will be processed in accordance with the normal payroll practices of Employer, and are subject to deductions for payroll taxes, income tax withholding and other deductions required by law or the Company possesses the applicable and appropriate evidence of such expense(s)authorized by Employee.

Separation Pay and Benefits. A. In consideration of, subject to exchange for Employee entering into and conditioned on (a) Executive’s execution not revoking this Agreement and his continued compliance with the terms and conditions of this Agreement and compliance with its terms and conditionshis other obligations to Employer, Employer will pay or provide to Employee the following: i. On the date that is sixty (60) days after the Termination Date, Employer shall pay Employee severance of $850,000.00, which is the sum of (a) Employee’s annual base salary as of the Termination Date and (b) ExecutiveEmployee’s execution on or within twenty-one (21) days following the Tender Date and non-revocation thereof of the Waiver and Release of Claims set forth annual bonus target in Exhibit A (the “Release”, and the first date on which the Release is executed and delivered with all periods for revocation thereof expired the “Release Effective Date”), Executive will be entitled to receive the severance benefits described in this Section 2 (subject to the terms and conditions set forth in this Agreement). (a) The Company will pay to Executive severance pay (“Cash Severance”) in the total amount of $1,195,000.00, less all required tax withholdings and other authorized deductions, on the 60th day after the Effective Date. The Cash Severance provided for in this Section 2(a) is in full satisfaction of the Company’s obligations under Sections 3(b), 4(b), 5 and 6(b) of the CIC Agreement. (b) Effective as of the close of business on the Release Effective Date, the following restricted shares granted to Executive will be deemed fully vested and any restrictions on such restricted shares will fully lapse and will be settled in accordance with the provisions of the Company’s 2013 Equity Incentive Plan and the applicable award agreement. (i) The restricted shares granted to Executive on March 2, 2016 and designated the 2015 Annual Long-Term Incentive Award, of which 2,288 shares are unvested effect as of the Termination Date;, in a single lump sum cash payment. ii. Employee will remain eligible to receive a Bonus (iias defined in the Employment Agreement) The restricted shares granted in respect of the 2016 calendar year to Executive on March 2, 2016 and designated the 2015 Long-Term Incentive Award, of which 1,326 shares are unvested same extent as if Employee’s employment had not been terminated as of the Termination Date;. Such Bonus, if any, will be paid to Employee in a manner consistent with other executives with respect to company performance and individual performance at target. (iii) The . On October 26, 2015, Executive was granted 27,473 restricted shares granted pursuant to the Executive on March 5Time-Based Restricted Stock Award (the “2015 LTI Award”), 2015 and designated under the 2014 Annual Long-CyrusOne 2012 Long Term Incentive AwardPlan (the “Plan”). On October 26, 2016, 9,158 of which 2,014 shares are unvested as of subject to the Termination Date; (iv) The 2105 LTI Aware vested. All 18,315 remaining restricted shares granted subject to Executive on March 5, the 2015 and designated the 2014 Long-Term Incentive Award, of which 979 shares are unvested as of the Termination Date; (v) The restricted shares granted to Executive on March 6, 2014 and designated the 2013 Annual Long-Term Incentive Award, of which 930 shares are unvested LTI Award will be fully vested as of the Termination Date. (c) All other iv. Of the 4,383 restricted shares and bonus stock granted to Executive Employee on February 1, 2016, pursuant to the 2013 Equity Incentive Plan or Executive Time-Based Restricted Stock Award under the 2004 Equity Incentive Plan, as amended, that were outstanding and unvested 2,672 restricted shares will become vested as of the Termination Date (excludingDate, for purposes of clarity, and the remaining restricted shares deemed fully thereunder shall be immediately forfeited on that date. v. Of the 30,401 options granted to Employee on February 1, 2016, pursuant to the Executive Non-Statutory Stock Option Award under the Plan, at an exercise price of $36.99, 18,530 options will become vested on the Release Effective Date by reason as of Section 2(b) hereof) were cancelled and forfeited without consideration on the Termination Date. (d) If Executive timely elects continued group medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company remaining unvested options to acquire shares will reimburse Executive for be immediately forfeited on that date, and Employee may exercise such vested options in accordance with the COBRA premium payments for himself and his eligible dependents under the Company’s group medical plan, less applicable withholdings, for the period of eighteen (18) months following award agreement within one year after the Termination Date. The reimbursements provided vested options will terminate, if not exercised, at the expiration of this one-year period. vi. Provided Employee makes a timely election for and remains eligible for COBRA continuation coverage under CyrusOne Group’s group health benefit plan, Employer will pay or reimburse the portion of the COBRA premium that exceeds the active employee rate for up to twelve months after the Termination Date. Employer will cease payment or reimbursement if Employee becomes eligible for another employer’s group health plan. The portion of the COBRA premium that Employer pays will be additional taxable income to Employee. vii. On the date that is sixty (60) days after the Termination Date, Employer shall pay Employee the amount of $2,124.00 in a single lump sum cash payment to pay for converted group term life insurance coverage. B. The amounts in this Section 2(d) 3 will be collectively referred to as the Separation Pay and Benefits, which are amounts to which the Employee is not otherwise entitled. Employee acknowledges that, in full satisfaction the absence of his execution of this Agreement, the Separation Pay and Benefits would not otherwise be due to him. C. The Separation Pay and Benefits will be processed in accordance with the normal payroll practices of Employer, and are subject to deductions for payroll taxes, income tax withholding and other deductions required by law or authorized by Employee. D. If any equity award is deemed vested as of the CompanyTermination Date, but Employee revokes his agreement to those provisions of this Agreement releasing and waiving Employee’s obligationsrights and claims under the ADEA, if anysuch equity acceleration will be immediately rescinded and revoked and the underlying shares forfeited. E. For the avoidance of doubt, Employee acknowledges and agrees that all restricted shares granted to Employee on February 1, 2016, pursuant to the Executive Performance Restricted Stock Award (12,917 target shares; 25,834 maximum shares) under Section 6(d) the Plan shall be immediately forfeited as of the CIC Agreement. Any reimbursements that are required under this Section 2(d) will be made on a regular, periodic basis within thirty (30) days after such reimbursable amounts are incurred by Executive; provided, that, before such reimbursement, Executive has submitted or the Company possesses the applicable and appropriate evidence of such expense(s)Termination Date.

Separation Pay and Benefits. In consideration of, subject to and conditioned on (a) Following receipt of the Executive’s execution signed copy of this Agreement and compliance with its terms and conditions, and (b) Executive’s execution on or within twenty-one (21) days following upon the Tender Date and non-revocation thereof expiration of the Waiver and Release revocation period related to the releases contained in the form of Claims set forth in release attached hereto as Exhibit A (delivered on the “Release”Termination Date, the Company and the first date on which the Release is executed and delivered with all periods for revocation thereof expired the “Release Effective Date”), Executive will be entitled to receive the severance benefits described in this Section 2 (subject to the terms and conditions set forth in this Agreement).agree that: (a) The Company will pay to Executive severance nine-months of Executive’s Base Salary (as defined under the Employment Agreement) less applicable legal deductions, such as tax withholdings, as separation pay (“Cash SeveranceSeparation Pay”) in the total amount of $1,195,000.00, less all required tax withholdings and other authorized deductions, on the 60th day after the Effective Date. The Cash Severance provided for in this Section 2(a) is in full satisfaction of by salary continuation consistent with the Company’s obligations under Sections 3(b), 4(b), 5 and 6(b) of the CIC Agreementnormal payroll procedures. (b) Effective No bonus for 2023 or any other period is due or payable with respect Section 4(b) of the Employment Agreement. (c) Any options to purchase common stock of the Company previously granted shall continue to be subject to their existing terms. Specifically, as of the close of business on the Release Effective DateTermination Date (unless earlier exercised), the following restricted shares granted to Executive will be deemed fully vested and any restrictions on such restricted shares will fully lapse and will be settled in accordance with the provisions of the Company’s 2013 Equity Incentive Plan and the applicable award agreement.Company agree: (i) The restricted Executive has vested options, granted March 1, 2021, to purchase up to 1,632,590 shares granted of Common Stock with an exercise price of $1.73 but the ability to Executive exercise such options will terminate on March 2January 28, 2016 and designated 2024 after which the 2015 Annual Long-Term Incentive Award, of which 2,288 shares are unvested as of the Termination Dateoptions will expire; (ii) The restricted Executive has vested options, granted March 30, 2022, to purchase up to 100,000 shares granted of Common Stock with an exercise price of $1.45 but the ability to Executive exercise such options will terminate on March 2January 28, 2016 and designated 2024 after which the 2015 Long-Term Incentive Award, of which 1,326 shares are unvested as of the Termination Dateoptions will expire; (iii) The restricted Executive has unvested options granted April 3, 2023 to purchase up to 75,000 shares granted to Executive on March 5of Common Stock with an exercise price of $1.06, 2015 and designated the 2014 Annual Long-Term Incentive Award, of which 2,014 shares are unvested as but these options shall only be vested if there is a Change in Control of the Termination DateCompany on or prior to December 30, 2023 and the VWAP Performance Goal (as defined in the award agreement dated April 3, 2023) shall be deemed satisfied upon the effective time such Change in Control. In the event such options vest, the ability to exercise such options will terminate on January 28, 2024 after which the options will expire; (iv) The restricted incentive stock options granted April 3, 2023 to purchase up to 75,000 shares granted to Executive on March 5, 2015 of Common Stock with an exercise price of $1.06 did not vest and designated the 2014 Long-Term Incentive Award, of which 979 shares are unvested shall be forfeited as of the Termination Date;; and (v) The restricted shares granted to Executive on March 6Other than as set forth above, 2014 and designated the 2013 Annual Long-Term Incentive Award, of which 930 shares are unvested as of the Termination Date. (c) All other restricted shares and bonus stock granted to Executive pursuant to the 2013 Equity Incentive Plan or the 2004 Equity Incentive Plan, as amended, that were outstanding and unvested as of the Termination Date (excluding, for purposes of clarity, the restricted shares deemed fully vested on the Release Effective Date by reason of Section 2(b) hereof) were cancelled and forfeited without consideration on the Termination Dateno prior awards remain outstanding. (d) The Company will pay Executive a lump sum amount equal to Executive’s accrued but unused vacation days, less applicable legal deductions, such as tax withholdings. (e) If the Executive timely and properly elects continued group medical health continuation coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), the Company will shall reimburse the Executive for the monthly COBRA premium payments paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 1st day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible dependents under to receive such reimbursement until the Company’s group medical plan, less applicable withholdings, for earliest of: (i) the period of eighteen (18) months eighteen-month anniversary following the Termination Date. The reimbursements provided for in this Section 2(d; (ii) are in full satisfaction of the Company’s obligations, if any, under Section 6(ddate the Executive is no longer eligible to receive COBRA continuation coverage; or (iii) of the CIC Agreement. Any reimbursements that are required under this Section 2(d) will be made date on a regular, periodic basis within thirty (30) days after such reimbursable amounts are incurred by Executive; provided, that, before such reimbursement, which the Executive has submitted receives substantially similar coverage from another employer or the Company possesses the applicable and appropriate evidence of such expense(s)other source.