Severance Opportunity. Upon termination of Executive’s employment by the Company without Cause or by Executive’s Death or Disability, in addition to any accrued but unpaid base salary and any vested rights under any Company employee benefit plan, the Executive shall be entitled to receive the following severance benefits, receipt of which is subject to (a) Executive’s full and continued compliance with the Covenants set forth in Section 2 of this Agreement; (b) Executive’s execution, and non-revocation, of a separation agreement containing a release of claims in favor of the Company, its affiliates, and their respective officers and directors, and other relevant provisions in a form provided by and acceptable to the Company (the “Release”); and (c) Executive’s agreement to forego any other severance payment to which Executive may be entitled under any other agreement with the Company:
Severance Opportunity. The Company agrees to provide Executive with a severance opportunity, as follows:
Severance Opportunity. Although your employment with the Company is “at-will,” if your employment as CFO is terminated by the Company without “Cause” (as defined below), a severance opportunity will be available to you as described below. This severance opportunity will be subject to (i) a Severance & General Release Agreement, in a form provided by the Company and signed by you, that becomes effective and enforceable, which would include non-disparagement and post-termination cooperation provisions (“SGRA”); and (ii) your continued compliance with the PIIA you signed in connection with accepting this offer. This severance opportunity will consist of the following: • Continued payment of your salary by the Company, subject only to tax withholdings and in accordance with the Company’s regular payroll schedule, for a period of up to six (6) months after the effective date of the SGRA with the first such payment to be made on the first regular payroll date, within the 60-day period following such termination of employment, on which the SGRA is effective; provided, however, that if such 60-day period spans two calendar years, the first such payment will not be made until the end of such 60-day period; and • Company-paid COBRA premiums, on behalf of you and your eligible dependents, for continuation of your existing group health benefit plan coverage for a period of up to six (6) calendar months after the effective date of the SGRA, provided that you timely elect COBRA continuation coverage. The following definitions shall apply for the purposes of this severance opportunity only:
