Common use of Termination of Employment without Cause or for Good Reason following a Change-in-Control Clause in Contracts

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If within 12 months after a Change in Control, your employment is terminated by the Company without Cause or by you for Good Reason, then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below: (i) The Company shall pay you severance pay in the form of continuation of your base salary for the twelve (12) month period immediately following the Date of Termination (such severance pay being “CIC Severance Pay;” such period being the “CIC Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Code, each installment of CIC Severance Pay is considered a separate payment. (ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay you a monthly cash payment through the end of the CIC Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “CIC Health Benefit” together with that CIC Severance Pay, the “CIC Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which it may withhold from the CIC Severance Pay; provided that if the Company determines that its payment of the CIC Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings. (iii) On the date that is thirty-five (35) days after the Date of Termination, 100% of your then outstanding unvested equity that is subject to vesting based only on the passage of time in service shall immediately vest and become fully exercisable and not subject to forfeiture. Any termination or forfeiture of the unvested portion of such equity grant that would otherwise occur on the Date of Termination in absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 5(a), if within 12 months after a Change in Control your employment is terminated by the Company without Cause or by you for Good Reason, the Restrictive Covenants Amendment shall apply. The Company shall have the option to condition the CIC Severance Benefits, the vesting pursuant to Section 5(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a Separation Agreement and Release. To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If within 12 months after a Change in Control, your employment is terminated by the Company without Cause or by you for Good Reason, then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement separation agreement and Release release requirement below: (i) The Company shall pay you severance pay in the form of continuation of your base salary for the twelve (12) month period immediately following the Date of Termination (such severance pay being “CIC Severance Pay;” such period being the “CIC Severance Period”) in accordance with the Company’s payroll practice, beginning on if you continue to abide by this Agreement, the Company’s first regular payroll date CIIA, and all provisions of the PIIA, except for Section 6 of the PIIA entitled the Non-Compete Provision, and you sign and do not revoke the Separation Agreement and Release and provided that occurs 35 days after such Release becomes effective and irrevocable by the Date of TerminationRelease Deadline, with the first payment to include a payment for all amounts delayed due to the 3560-day period; provided that. If the Release does not become effective by the Release Deadline, solely for purposes of you will forfeit any rights to severance or benefits under this Section 409A of the Code, each installment of 4 or elsewhere in this Agreement. Any CIC Severance Pay is or other benefits under this Agreement that would be considered a separate paymentdeferred compensation (as described in Section 6, below) will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following your separation from service, or, if later, such time as required by Section 6. Except as required by Section 6, any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for the preceding sentence will be paid to you on the sixtieth (60th) day following your separation from service and the remaining payments will be made as provided in this Agreement, unless subject to the 6-month payment delay described herein. Any severance payments under this Agreement that would not be considered deferred compensation will be paid on, or, in the case of installments, will not commence until, the first payroll date that occurs on or after the date the Release becomes effective and any installment payments that would have been made to you during the period prior to the date the Release becomes effective following your separation from service but for the preceding sentence will be paid to you on the first payroll date that occurs on or after the date the Release becomes effective. Notwithstanding the foregoing, this Section 5 shall not limit your ability to obtain expense reimbursements under Section 7 or any other compensation or benefits otherwise required by law or in accordance with written Company plans or policies, as then in effect. (ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay you a monthly cash payment through the end of the CIC Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “CIC Health Benefit” together with that CIC Severance Pay, the “CIC Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which it may withhold from the CIC Severance Pay; provided that if the Company determines that its payment of the CIC Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings. (iii) On If you continue to abide by this Agreement, the date CIIA, and all provisions of the PIIA, except for Section 6 of the PIIA entitled the Non-Compete Provision, and you sign and do not revoke the Separation Agreement and Release and provided that is thirty-five (35) days after such Release becomes effective and irrevocable by the Date of TerminationRelease Deadline, 100% of your then outstanding unvested equity that is subject to vesting based only on the passage of time in service shall immediately vest and become fully exercisable and not subject to forfeiture. Any termination or forfeiture of the unvested portion of such equity grant that would otherwise occur on the Date of Termination in absence of this Agreement will be delayed until the 35th day after the Date of Termination Release Deadline and will only occur if the Company has timely tendered a the Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 5(a), if within 12 months after a Change in Control your employment is terminated by the Company without Cause or by you for Good Reason, the Restrictive Covenants CIIA Amendment shall apply. The Company shall have the option to condition the CIC Severance Benefits, the vesting pursuant to Section 5(c)(iii) and the Restrictive Covenants CIIA Amendment on your timely execution and non-revocation of a the Separation Agreement and Release. To exercise such option, the Company must tender a the Separation Agreement and Release to you no later than five (5) days after the termination of your employment.

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If within 12 months after a Change in Control, your employment is terminated by the Company without Cause or by you for Good Reason, then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below: (i) The Company shall pay you severance pay in the form of continuation of your base salary for the twelve (12) month period immediately following the Date of Termination (such severance pay being “CIC Severance Pay;” such period being the “CIC Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Code, each installment of CIC Severance Pay is considered a separate payment. (ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay you a monthly cash payment through the end of the CIC Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “CIC Health Benefit” together with that CIC Severance Pay, the “CIC Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which it may withhold from the CIC Severance Pay; provided that if the Company determines that its payment of the CIC Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.. ACTIVE/86576310.2 (iii) On the date that is thirty-five (35) days after the Date of Termination, 100% of your then outstanding unvested equity that is subject to vesting based only on the passage of time in service shall immediately vest and become fully exercisable and not subject to forfeiture. Any termination or forfeiture of the unvested portion of such equity grant that would otherwise occur on the Date of Termination in absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 5(a), if within 12 months after a Change in Control your employment is terminated by the Company without Cause or by you for Good Reason, the Restrictive Covenants Amendment shall apply. The Company shall have the option to condition the CIC Severance Benefits, the vesting pursuant to Section 5(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a Separation Agreement and Release. To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If within 12 months after a Change in Control, your employment is terminated by the Company without Cause or by you for Good Reason, then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below: (i) The Company shall pay you severance pay in the form of continuation of your base salary for the twelve (12) month period immediately following the Date of Termination (such severance pay being “CIC Severance Pay;” such period being the “CIC Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Code, each installment of CIC Severance Pay is considered a separate payment.. ACTIVE/86576310.2 (ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay you a monthly cash payment through the end of the CIC Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “CIC Health Benefit” together with that CIC Severance Pay, the “CIC Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which it may withhold from the CIC Severance Pay; provided that if the Company determines that its payment of the CIC Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings. (iii) On the date that is thirty-five (35) days after the Date of Termination, 100% of your then outstanding unvested equity that is subject to vesting based only on the passage of time in service shall immediately vest and become fully exercisable and not subject to forfeiture. Any termination or forfeiture of the unvested portion of such equity grant that would otherwise occur on the Date of Termination in absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 5(a), if within 12 months after a Change in Control your employment is terminated by the Company without Cause or by you for Good Reason, the Restrictive Covenants Amendment shall apply. The Company shall have the option to condition the CIC Severance Benefits, the vesting pursuant to Section 5(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a Separation Agreement and Release. To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If within 12 months after a Change in Control, your employment is terminated by the Company without Cause or by you for Good Reason, then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below: (i) The Company shall pay you severance pay in the form of continuation of your base salary for the twelve six (126) month months period immediately following the Date of Termination (such severance pay being “CIC Severance Pay;” such period being the “CIC Severance Period”) in accordance with the Company’s payroll practice, beginning on if you continue to abide by this Agreement, the Company’s first regular payroll date CIIA, and you sign and do not revoke the Separation Agreement and Release and provided that occurs 35 days after such Release becomes effective and irrevocable by the Date of TerminationRelease Deadline, with the first payment to include a payment for all amounts delayed due to the 3560-day period; provided that. If the Release does not become effective by the Release Deadline, solely for purposes of you will forfeit any rights to severance or benefits under this Section 409A of the Code, each installment of 4 or elsewhere in this Agreement. Any CIC Severance Pay is or other benefits under this Agreement that would be considered a separate paymentdeferred compensation (as described in Section 6, below) will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following your separation from service, or, if later, such time as required by Section 6. Except as required by Section 6, any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for the preceding sentence will be paid to you on the sixtieth (60th) day following your separation from service and the remaining payments will be made as provided in this Agreement, unless subject to the 6-month payment delay described herein. Any severance payments under this Agreement that would not be considered deferred compensation will be paid on, or, in the case of installments, will not commence until, the first payroll date that occurs on or after the date the Release becomes effective and any installment payments that would have been made to you during the period prior to the date the Release becomes effective following your separation from service but for the preceding sentence will be paid to you on the first payroll date that occurs on or after the date the Release becomes effective. Notwithstanding the foregoing, this Section 5 shall not limit your ability to obtain expense reimbursements under Section 7 or any other compensation or benefits otherwise required by law or in accordance with written Company plans or policies, as then in effect. (ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay you a monthly cash payment through the end of the CIC Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “CIC Health Benefit” together with that CIC Severance Pay, the “CIC Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which it may withhold from the CIC Severance Pay; provided that if the Company determines that its payment of the CIC Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings. (iii) On If you continue to abide by this Agreement, the date CIIA, and you sign and do not revoke the Separation Agreement and Release and provided that is thirty-five (35) days after such Release becomes effective and irrevocable by the Date of TerminationRelease Deadline, 100% of your then outstanding unvested equity that is subject to vesting based only on the passage of time in service shall immediately vest and become fully exercisable and not subject to forfeiture. Any termination or forfeiture of the unvested portion of such equity grant that would otherwise occur on the Date of Termination in absence of this Agreement will be delayed until the 35th day after the Date of Termination Release Deadline and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 5(a), if within 12 months after a Change in Control your employment is terminated by the Company without Cause or by you for Good Reason, the Restrictive Covenants CIIA Amendment shall apply. The Company shall have the option to condition the CIC Severance Benefits, the vesting pursuant to Section 5(c)(iii) and the Restrictive Covenants CIIA Amendment on your timely execution and non-revocation of a Separation Agreement and Release. To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If within 12 months after a Change in Control, your employment is terminated by the Company without Cause or by you for Good Reason, then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below: (i) The Company shall pay you severance pay in the form of continuation of your base salary for the twelve eighteen (1218) month period immediately following the Date of Termination (such severance pay being “CIC Severance Pay;” such period being the “CIC Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Code, each installment of CIC Severance Pay is considered a separate payment. (ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay you a monthly cash payment through the end of the CIC Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “CIC Health Benefit” together with that CIC Severance Pay, the “CIC Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which it may withhold from the CIC Severance Pay; provided that if the Company determines that its payment of the CIC Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings. (iii) On the date that is thirty-five (35) days after the Date of Termination, 100% of your then outstanding unvested equity that is subject to vesting based only on the passage of time in service shall immediately vest and become fully exercisable and not subject to forfeiture. Any termination or forfeiture of the unvested portion of such equity grant that would otherwise occur on the Date of Termination in absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 5(a), if within 12 months after a Change in Control your employment is terminated by the Company without Cause or by you for Good Reason, the Restrictive Covenants Amendment shall apply. The Company shall have the option to condition the CIC Severance Benefits, the vesting pursuant to Section 5(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a Separation Agreement and Release. To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If within 12 months after a Change in Control, your employment is terminated by the Company without Cause or by you for Good Reason, then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below: (i) The Company shall pay you severance pay in the form of continuation of your base salary for the twelve eighteen (1218) month period immediately following the Date of Termination (such severance pay being “CIC Severance Pay;” such period being the “CIC Severance Period”) in accordance with the Company’s payroll Mxxxx Xxxxxxx practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Code, each installment of CIC Severance Pay is considered a separate payment. (ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay you a monthly cash payment through the end of the CIC Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “CIC Health Benefit” together with that CIC Severance Pay, the “CIC Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which it may withhold from the CIC Severance Pay; provided that if the Company determines that its payment of the CIC Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings. (iii) On the date that is thirty-five (35) days after the Date of Termination, 100% of your then outstanding unvested equity that is subject to vesting based only on the passage of time in service shall immediately vest and become fully exercisable and not subject to forfeiture. Any termination or forfeiture of the unvested portion of such equity grant that would otherwise occur on the Date of Termination in absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 5(a), if within 12 months after a Change in Control your employment is terminated by the Company without Cause or by you for Good Reason, the Restrictive Covenants Amendment shall apply. The Company shall have the option to condition the CIC Severance Benefits, Benefits and the vesting pursuant to Section 5(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a Separation Agreement and Release. To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If within 12 months after a Change in Control, your employment is terminated by the Company terminates Executive’s employment without Cause upon 30 days’ prior written notice or by you Executive terminates her employment for Good Reason, thenReason by providing 30 days’ prior written notice to the Company, in addition each case within 24 months following a Change-in-Control (as defined in Exhibit C), the Company will provide to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement belowExecutive: (i) The Company shall pay you severance pay payment of the Accrued Payments; (ii) a lump sum separation allowance equal to two (2) times the sum of (x) Executive’s then Base Salary and (y) Executive’s then Target Bonus; (iii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (iv) if employment termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the form total annual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year; (v) under the defined benefit SERP, Executive will be credited with additional “Years of continuation of your base Service” service credit, solely for vesting and benefit accrual purposes under that plan (using normal salary for the twelve (12) month period immediately following the Date of Termination (such severance pay being “CIC Severance Pay;” such period being the “CIC Severance Period”) and normal bonus in accordance with the Companyexisting plan), equal to 24 months and the Executive’s payroll practice, beginning on accrued benefit under the Company’s first regular payroll date that occurs 35 days after defined benefit SERP will be vested (and the Date of Termination, with the first payment Company agrees to include a payment for all amounts delayed due cause plan changes to the 35-day period; provided that, solely for purposes of Section 409A of the Code, each installment of CIC Severance Pay is considered a separate payment.be made to give effect to this); (iivi) If you were participating in Benefit Continuation until the Company’s group health plans immediately prior earlier of 24 months after termination of employment or such time as Executive is eligible to the Date be covered by comparable benefit(s) of Termination a subsequent employer (determined on a benefit-by-benefit and elect COBRA health continuation, the Company shall pay you a monthly cash payment through the end of the CIC Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage-by-coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “CIC Health Benefit” together with that CIC Severance Pay, the “CIC Severance Benefits”basis). The Company shall make such monthly cash payment directly Executive agrees to the applicable insurer(s) along with the regular employee contributions, which it may withhold from the CIC Severance Pay; provided that if notify the Company determines that its payment promptly if and when she begins employment with another employer and if and when she becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. Upon the CIC Health Benefit is taxable income occurrence of a Change-in-Control, all of Executive’s then outstanding stock options, stock appreciation rights, restricted stock and restricted stock unit awards (including the equity awards referred to you, it may pay such amount directly to you subject to applicable tax-related deductions in Section 4(d)(ii) and withholdings. (iii) On the date that is thirty-five (35above) days after the Date of Termination, 100% of your then outstanding unvested equity that is subject to vesting based only on the passage of time will vest in service shall immediately vest and become fully exercisable and not subject to forfeiture. Any termination or forfeiture of the unvested portion of such equity grant that would otherwise occur on the Date of Termination in absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 5(a), if within 12 months after a Change in Control your employment is terminated by the Company without Cause or by you for Good Reason, the Restrictive Covenants Amendment shall apply. The Company shall have the option to condition the CIC Severance Benefits, the vesting pursuant to Section 5(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a Separation Agreement and Release. To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employmentfull.