Common use of Termination Without Cause by Company Clause in Contracts

Termination Without Cause by Company. The Company may terminate Executive’s employment under this Agreement without Cause at any time upon written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the Termination Date, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. In addition, subject to Sections 7.7 and 7.9, Executive will be entitled to receive a “Severance Package” that shall consist of: (a) severance in an amount equal to the sum of (i) twelve (12) months of Executive’s Base Salary then in effect on the Termination Date, and (ii) 100% of Executive’s Target Bonus for the fiscal year in which the Termination Date occurs, with the total of such amounts to be payable over twelve (12) months in equal installments in accordance with the Company’s regular payroll cycle, commencing with the first payroll date occurring on or after the 60th day following the Termination Date; (b) payment by the Company of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period (the “COBRA Payment Period”) ending on the earlier of (i) twelve (12) months following the Termination Date or (ii) the date on which Executive becomes eligible for health coverage through another employer, provided in any event that Executive timely elects to continue and remains eligible for these benefits under COBRA; and (c) acceleration of the vesting of any outstanding time-based Equity Awards to the extent that such Equity Awards would have vested in accordance with their terms had Executive’s employment with the Company continued uninterrupted until the first anniversary of the Termination Date. Notwithstanding Section 7.2(b), if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment,” which shall be treated as part of the Severance Package), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. All other Company obligations to Executive will be automatically terminated and completely extinguished, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8.

Termination Without Cause by Company. The Company may terminate Executive’s employment under this Agreement without Cause at any time upon written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the Termination Date, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. In addition, subject to Sections 7.7 and 7.9, Executive will be entitled to receive a “Severance Package” that shall consist of: (a) : severance in an amount equal to the sum of (i) twelve (12) months of Executive’s Base Salary then in effect on the Termination Date, and (ii) 100% of Executive’s Target Bonus for the fiscal year in which the Termination Date occurs, with the total of such amounts to be payable over twelve (12) months in equal installments in accordance with the Company’s regular payroll cycle, commencing with the first payroll date occurring on or after the 60th day following the Termination Date; (b) ; payment by the Company of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period (the “COBRA Payment Period”) ending on the earlier of (i) twelve (12) months following the Termination Date or (ii) the date on which Executive becomes eligible for health coverage through another employer, provided in any event that Executive timely elects to continue and remains eligible for these benefits under COBRA; and (c) and acceleration of the vesting of any outstanding time-based Equity Awards to the extent that such Equity Awards would have vested in accordance with their terms had Executive’s employment with the Company continued uninterrupted until the first anniversary of the Termination Date. Notwithstanding Section 7.2(b), if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment,” which shall be treated as part of the Severance Package), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. All other Company obligations to Executive will be automatically terminated and completely extinguished, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8.

Termination Without Cause by Company. The Company may terminate Executive’s employment under this Agreement without Cause at any time upon on thirty (30) days’ advance written notice to Executive, provided that Company may, in its sole discretion, elect to waive all or any part of such notice period. In the event of such termination, Executive will receive Executive’s Base Salary then and contingent on the satisfaction of the conditions outlined in effect, prorated to Section 7.6 below (the Termination Date, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. In addition, subject to Sections 7.7 and 7.9“Severance Conditions”), Executive will be entitled paid the Standard Entitlements and the Severance Package (defined below). Executive will be paid the Standard Entitlements for the duration of the required notice period, even if Company elects to receive a relieve Executive of Executive’s duties at an earlier time. All other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished. For purposes of this Agreement, the “Severance Package” that shall consist ofinclude the following: (a) a severance in an amount payment equal to the sum of (i) twelve (12) months 87.5% of Executive’s annual Base Salary then in effect on the Termination Datedate of termination, and plus (ii) 100% thirty-five percent (35%) of Executive’s Target Bonus for annual Base Salary in effect on the fiscal year date of termination, less required deductions, payable in which the Termination Date occurs, with the total of such amounts to be payable over twelve (12) months in equal installments in accordance with the Company’s regular payroll cycle, commencing with lump sum on the first payroll date occurring on or after the 60th day Company payday following the Termination Datesatisfaction of the Severance Conditions; (b) payment by the Company of the premiums required to continue Executive’s group health care coverage under the applicable provisions of pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 1986 (“COBRA”) for a period (the “COBRA Payment Period”) ending on the earlier of (i) twelve (12) months following the Termination Date or (ii) the date on which Executive becomes eligible for health coverage through another employerof termination, provided in any event that Executive timely elects to continue and remains eligible for these such benefits under COBRAand does not become eligible for health coverage through another employer during this period; and (c) 100% acceleration of the vesting of any outstanding time-based Equity Awards to the extent that such Equity Awards would have vested in accordance with their terms had Executive’s employment with the Company continued uninterrupted until the first anniversary vesting, as of the Termination Date. Notwithstanding Section 7.2(b)termination date, if the Company determines, in its sole discretion, that the payment of all of the COBRA premiums would result in a violation then-unvested equity awards under any employee benefit plan of Company held by Executive at the nondiscrimination rules time of Section 105(h)(2) of the Internal Revenue Code of 1986, such termination or resignation for Good Reason (as amended (the “Code”defined below), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment,” which shall be treated as part of the Severance Package), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. All other Company obligations to Executive will be automatically terminated and completely extinguished, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8.

Termination Without Cause by Company. The OR FOR GOOD ------------------------------------------------- REASON BY EXECUTIVE: If the Company may terminate terminates the Executive’s 's ------------------- employment under without Cause (including, but not limited to, terminating this Agreement without Cause at before Executive commences work for Company), or if Executive's employment hereunder is terminated by Executive for Good Reason (as defined in Paragraph 4(d) below), the Company's obligations to Executive shall terminate immediately; provided that Company shall promptly pay to -------- Executive (i) any time upon written notice unpaid vested amounts or benefits then due under any Company compensation, incentive or benefit plan; any then-vested but unconveyed equity compensation owed to Executive. In the event of ; and outstanding reimbursable business expenses incurred by Executive prior to such termination, Executive will receive ; (ii) any unpaid portion of Executive’s 's Base Salary then in effectearned to date; (iii) severance, prorated to the Termination Date, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. In addition, subject to Sections 7.7 and 7.9, Executive will be entitled to receive a “Severance Package” that shall consist of: (a) severance in an amount equal to monthly Base Salary as in effect at the sum date of (i) termination for a period of twelve (12) months thereafter (the "Severance Period"), payable monthly; (iv) the pro rata portion of Executive’s Base Salary then 's bonus, if any, under Paragraph 3(b)(ii) of this Agreement for the Fiscal Year in effect which termination occurs if a bonus would have otherwise been earned by Executive at the end of the Fiscal Year under the bonus plan criteria for such Fiscal Year; and (v) if not already paid to Executive, the $200,000 sign on bonus provided for under the provisions of Paragraph 3(b) hereof, each of which shall be paid to Executive on the Termination Datedates set forth in Paragraph 3(b). In addition, any and all unvested stock options and stock grants of the Executive shall accelerate and immediately and fully vest and shall be exercisable by the Executive for ninety (ii90) 100% of Executive’s Target Bonus for the fiscal year in which the Termination Date occurs, with the total of such amounts to be payable over twelve (12) months in equal installments in accordance with the Company’s regular payroll cycle, commencing with the first payroll date occurring on or days after the 60th day following the Termination Date; (b) payment by the Company termination of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) his employment without "Cause" or for a period (the “COBRA Payment Period”) ending on the earlier of (i) twelve (12) months following the Termination Date or (ii) the date on which Executive becomes eligible for health coverage through another employer"Good Reason," provided, provided in any event however, that Executive timely elects to continue and remains eligible for these benefits under COBRA; and (c) acceleration of the vesting of any outstanding time-based Equity Awards to the extent that such Equity Awards would have vested in accordance with their terms had Executive’s employment with the Company continued uninterrupted until the first anniversary of the Termination Date. Notwithstanding Section 7.2(b), if the Company determines, in its sole discretion, that the payment terminates Executive's employment without Cause prior to his being appointed Chief Executive Officer of the COBRA premiums would result in a violation Company or if the Executive terminates his employment for Good Reason prior to his being appointed Chief Executive Officer of the nondiscrimination rules of Section 105(h)(2Company, then only fifty percent (50%) of the Internal Revenue Code Executive's unvested stock options and stock grants will accelerate and immediately and fully vest. Under Paragraph (e)(v) above, for example, if Executive's employment is terminated in the sixth month after the start of 1986the Fiscal Year having completed five full months, as amended (and under the “Code”), or any statute or regulation Executive Bonus Plan in effect for such Fiscal Year at the end of similar effect (including but not limited the Fiscal Year a determination is made that an annual bonus of $150,000 would have been payable to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiumsExecutive for such Fiscal Year, the CompanyCompany shall pay to Executive, in its sole discretion, may elect to instead pay Executive on at the first day of each month of time bonuses under the COBRA Payment PeriodPlan are paid, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings bonus of $62,500 (such amount, the “Special Severance Payment,” which shall be treated as part of the Severance Package), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. All other Company obligations to Executive will be automatically terminated and completely extinguished, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8.$150,000 ./.

Termination Without Cause by Company. The Company may terminate Executive’s 's employment under this Agreement without Cause at any time upon on sixty (60) days' advance written notice to Executive. In the event of such terminationUpon termination without Cause, Executive will receive Executive’s the unpaid Base Salary then in effect, prorated to the effective date of termination (the “Termination Date”), together with any amounts or benefits due to Executive upon termination pursuant to the plans or policies described in Section 5, and all amounts and benefits earned or for reimbursement of business expenses incurred pursuant by Executive prior to Sections 5 and 6 through termination to the Termination Dateextent provided in Section 6. In addition, subject to Sections 7.7 and 7.9, Executive will be entitled to receive the Company shall (X) pay a “Severance Package” that shall consist of: lump sum on the forty-fifth (a45th) severance day following such termination in an amount equal to the sum of (i) his Base Salary for twelve (12) months of Executive’s Base Salary then in effect on from the Termination Date, and Date plus (ii) one year's target Bonus pursuant to Section 4.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if he had not been terminated and if all performance based milestones were achieved at the 100% level by both Company and the Executive, such Bonus to be, solely for the purpose of defining Severance Benefits, not less than $200,000; (Y) cause the immediate acceleration of the vesting of all of Executive’s Target Bonus 's outstanding earned-but-unvested Equity Awards; and (Z) in the event that Executive timely elects to obtain continued group health insurance coverage for the fiscal year in which the Termination Date occurshimself and his family under COBRA following termination of employment under this Section 7.2, with the total of such amounts to be payable over twelve (12) months in equal installments in accordance with the Company’s regular payroll cycle, commencing with the first payroll date occurring on or after the 60th day following the Termination Date; (b) payment by the Company of pay the premiums required to continue Executive’s group health care for such coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period (the “COBRA Payment Period”) ending on through the earlier of (i) twelve the date that is eighteen (1218) months following the Termination Date Date, or (ii) the first date on which Executive becomes eligible for other group health insurance coverage through another employerpursuant to Executive's subsequent employment (such amounts, provided in accelerated vesting and insurance coverage, together with any event that amounts to which Executive timely elects is entitled pursuant to continue and remains eligible for these benefits under COBRA; and (c) acceleration of the vesting of any outstanding time-based Equity Awards to the extent that such Equity Awards would have vested in accordance with their terms had Executive’s employment with the Company continued uninterrupted until the first anniversary Sections 5 or 6 hereof as of the Termination Date. Notwithstanding Section 7.2(b, shall be referred to herein as the “Severance Benefits”), if provided that (A) Executive executes a full general release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to this Agreement or Executive's employment or termination of employment with Company and such release has become effective in accordance with its terms prior to the forty-fifth (45th) day following such termination, in substantially the form attached hereto as Exhibit A, or in another substantially similar form that is acceptable to Company determines, in its sole discretion, and (B) the Severance Benefits shall be subject to Section 7.6 below. For purposes of this agreement, an “earned-but-unvested Equity Award” means an Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied and (ii) Executive's service with the payment of Company has continued through a specified date, and with respect to such Equity Award the COBRA premiums would result condition specified in a violation of the nondiscrimination rules of Section 105(h)(2clause (i) of this sentence has been satisfied but the Internal Revenue Code condition specified in clause (ii) of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but this sentence has not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment,” which shall be treated as part of the Severance Package), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiumsbeen satisfied. All other Company obligations to Executive will be automatically terminated and completely extinguished, but will be subject to the surviving extinguished upon termination of employment. The provisions of this Agreement set forth in Section 14.87.2 shall not apply to termination of Executive's employment by reason of death or Disability.

Termination Without Cause by Company. The Company may terminate Executive’s 's employment under this Agreement without Cause at any time upon on sixty (60) days' advance written notice to Executive. In the event of such terminationUpon termination without Cause, Executive will receive Executive’s the unpaid Base Salary then in effect, prorated to the effective date of termination (the “Termination Date”), together with any amounts or benefits due to Executive upon termination pursuant to the plans or policies described in Section 5, and all amounts and benefits earned or for reimbursement of business expenses incurred pursuant by Executive prior to Sections 5 and 6 through termination to the Termination Dateextent provided in Section 6. In addition, subject to Sections 7.7 and 7.9, Executive will be entitled to receive the Company shall (X) pay a “Severance Package” that shall consist of: lump sum on the forty-fifth (a45th) severance day following such termination in an amount equal to the sum of (i) his Base Salary for twelve (12) months of Executive’s Base Salary then in effect on from the Termination Date, and Date plus (ii) one year's target Bonus pursuant to Section 4.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if he had not been terminated and if all performance based milestones were achieved at the 100% level by both Company and the Executive, such Bonus to be, solely for the purpose of defining Severance Benefits, not less than $175,000; (Y) cause the immediate acceleration of the vesting of all of Executive’s Target Bonus 's outstanding earned-but-unvested Equity Awards; and (Z) in the event that Executive timely elects to obtain continued group health insurance coverage for the fiscal year in which the Termination Date occurshimself and his family under COBRA following termination of employment under this Section 7.2, with the total of such amounts to be payable over twelve (12) months in equal installments in accordance with the Company’s regular payroll cycle, commencing with the first payroll date occurring on or after the 60th day following the Termination Date; (b) payment by the Company of pay the premiums required to continue Executive’s group health care for such coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period (the “COBRA Payment Period”) ending on through the earlier of (i) twelve the date that is eighteen (1218) months following the Termination Date Date, or (ii) the first date on which Executive becomes eligible for other group health insurance coverage through another employerpursuant to Executive's subsequent employment (such amounts, provided in accelerated vesting and insurance coverage, together with any event that amounts to which Executive timely elects is entitled pursuant to continue and remains eligible for these benefits under COBRA; and (c) acceleration of the vesting of any outstanding time-based Equity Awards to the extent that such Equity Awards would have vested in accordance with their terms had Executive’s employment with the Company continued uninterrupted until the first anniversary Sections 5 or 6 hereof as of the Termination Date. Notwithstanding Section 7.2(b, shall be referred to herein as the “Severance Benefits”), if provided that (A) Executive executes a full general release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to this Agreement or Executive's employment or termination of employment with Company and such release has become effective in accordance with its terms prior to the forty-fifth (45th) day following such termination, in substantially the form attached hereto as Exhibit A, or in another substantially similar form that is acceptable to Company determines, in its sole discretion, and (B) the Severance Benefits shall be subject to Section 7.6 below. For purposes of this agreement, an “earned-but-unvested Equity Award” means an Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied and (ii) Executive's service with the payment of Company has continued through a specified date, and with respect to such Equity Award the COBRA premiums would result condition specified in a violation of the nondiscrimination rules of Section 105(h)(2clause (i) of this sentence has been satisfied but the Internal Revenue Code condition specified in clause (ii) of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but this sentence has not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment,” which shall be treated as part of the Severance Package), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiumsbeen satisfied. All other Company obligations to Executive will be automatically terminated and completely extinguished, but will be subject to the surviving extinguished upon termination of employment. The provisions of this Agreement set forth in Section 14.87.2 shall not apply to termination of Executive's employment by reason of death or Disability.

Termination Without Cause by Company. The Company may terminate Executive’s employment under this Agreement without Cause at any time upon written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the Termination Date, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. In addition, subject to Sections 7.7 and 7.9, Executive will be entitled to receive a “Severance Package” that shall consist of: (a) severance in an amount equal to the sum of six (i) twelve (126) months of Executive’s Base Salary then in effect on the Termination Date, and (ii) 100% of Executive’s Target Bonus for the fiscal year in which the Termination Date occurs, with the total of such amounts amount to be payable over twelve six (126) months in equal installments in accordance with the Company’s regular payroll cycle, commencing with the first payroll date occurring on or after the 60th day following the Termination Date;; and (b) payment by the Company of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period (the “COBRA Payment Period”) ending on the earlier of (i) twelve six (126) months following the Termination Date or (ii) the date on which Executive becomes eligible for health coverage through another employer, provided in any event that Executive timely elects to continue and remains eligible for these benefits under COBRA; and (c) acceleration of the vesting of any outstanding time-based Equity Awards to the extent that such Equity Awards would have vested in accordance with their terms had Executive’s employment with the Company continued uninterrupted until the first anniversary of the Termination Date. Notwithstanding Section 7.2(b), if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment,” which shall be treated as part of the Severance Package), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. All other Company obligations to Executive will be automatically terminated and completely extinguished, but will be subject to the surviving provisions of this Agreement set forth in Section 14.813.8.

Termination Without Cause by Company. The Company may terminate Executive’s employment under this Agreement without Cause at any time upon on sixty (60) days’ advance written notice to Executive. In the event of such terminationUpon termination without Cause, Executive will receive Executive’s the unpaid Base Salary then in effect, prorated to the effective date of termination (the “Termination Date”), together with any amounts or benefits due upon termination pursuant to the plans or policies described in Section 5, and all amounts and benefits earned or for reimbursement of business expenses incurred pursuant prior to Sections 5 and 6 through termination to the Termination Dateextent provided in Section 6. In addition, subject to Sections 7.7 and 7.9, Executive will be entitled to receive the Company shall (X) pay a “Severance Package” that shall consist of: lump sum on the forty-fifth (a45th) severance day following such termination in an amount equal to the sum of (i) twelve his Base Salary for twenty-four (1224) months of Executive’s Base Salary then in effect on from the Termination Date, and plus (ii) one year’s target Bonus pursuant Section 4.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if he had not been terminated and if all performance based milestones were achieved at the 100% level by both Company and the Executive, such Bonus to be, solely for the purpose of defining Severance Benefits, not less than $600,000, plus (iii) any unpaid Bonus earned in the year of termination, but not paid as of termination, (Y) cause the immediate acceleration of the vesting of all of Executive’s Target Bonus outstanding earned-but-unvested Equity Awards; and (Z) in the event that Executive timely elects to obtain continued group health insurance coverage for the fiscal year in which the Termination Date occurshimself and his family under COBRA following termination of employment under this Section 7.2, with the total of such amounts to be payable over twelve (12) months in equal installments in accordance with the Company’s regular payroll cycle, commencing with the first payroll date occurring on or after the 60th day following the Termination Date; (b) payment by the Company of pay the premiums required to continue Executive’s group health care for such coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period (the “COBRA Payment Period”) ending on through the earlier of (i) twelve the date that is eighteen (1218) months following the Termination Date Date, or (ii) the first date on which Executive becomes eligible for other group health insurance coverage through another employer, provided in any event that Executive timely elects pursuant to continue and remains eligible for these benefits under COBRA; and (c) acceleration of the vesting of any outstanding time-based Equity Awards to the extent that such Equity Awards would have vested in accordance with their terms had Executive’s subsequent employment (such amounts, accelerated vesting and insurance coverage, together with the Company continued uninterrupted until the first anniversary any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof as of the Termination Date. Notwithstanding Section 7.2(b, shall be referred to herein as the “Severance Benefits”), if provided that (A) Executive executes a full general release (which shall contain a cross release of the Company), releasing all claims, known or unknown, that Executive may have against Company determinesarising out of or any way related to this Agreement or Executive’s employment or termination of employment with Company and such release has become effective in accordance with its terms prior to the forty-fifth (45th) day following such termination, in substantially the form attached hereto as Exhibit A, or in another form that is acceptable to Company in its sole discretion, and (B) the Severance Benefits shall be subject to Section 7.7 below. For purposes of this agreement, an “earned-but-unvested Equity Award” means an Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied and (ii) Executive’s service with the payment of Company has continued through a specified date, and with respect to such Equity Award the COBRA premiums would result condition specified in a violation of the nondiscrimination rules of Section 105(h)(2clause (i) of this sentence has been satisfied but the Internal Revenue Code condition specified in clause (ii) of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but this sentence has not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment,” which shall be treated as part of the Severance Package), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiumsbeen satisfied. All other Company obligations to Executive will be automatically terminated and completely extinguished, but will be subject to the surviving provisions extinguished upon termination of this Agreement set forth in Section 14.8employment.