Common use of Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control Clause in Contracts

Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control. If Executive’s employment under this Agreement is terminated by the Company without Cause or Executive resigns for Good Reason, at any time other than at the time of, or within eighteen (18) months following a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking a release of claims in the form attached as Exhibit B (the “Release”) within the time periods specified therein, the Company will provide the following separation benefits: (i) the Company will continue Executive’s Base Salary (at the rate in effect as of the termination) for a period of twelve (12) months, beginning on the sixtieth (60th) day following the termination of Executive’s employment with the Company and with the first such payment comprising all salary accruing from the termination date through the date of payment, (ii) partial accelerated vesting, effective as of the termination date, of all unvested equity awards with respect to the same number of shares that would have vested if Executive had continued in employment for one year after the termination date and to the extent any vested equity awards are stock options, Executive will have twelve (12) months from the date of termination in which to exercise such options (but not beyond the expiration date of the options), (iii) any unvested portion of the Shares subject to Market Capitalization or FDA approval vesting as described in Section 3.4.3 shall remain outstanding for a period of six (6) months following the termination date and to the extent that such milestones are achieved during such six-month period, the respective Shares shall vest and become non-forfeitable, and (iv) if Executive (or his estate, if applicable) elects to continue his health insurance coverage under COBRA following the termination, then the Company shall pay the monthly premiums for such coverage until the earliest of (A) the date that is twelve (12) months following termination, (B) the expiration of such continuation coverage under COBRA, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment of the COBRA premiums hereunder is or may be discriminatory under Section 105(h) of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdings. Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.2) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, as amended, and will result in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with Executive’s death or Disability.

Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control. If Executive’s employment under Subject to the provisions set forth in this Agreement is terminated by the Company without Cause or Executive resigns for Good Reason, at any time other than at the time of, or within eighteen (18) months following a Change in Control, thenAgreement, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking case of a release of claims in the form attached as Exhibit B (the “Release”) within the time periods specified therein, the Company will provide the following separation benefits: (i) the Company will continue Executive’s Base Salary (at the rate in effect as of the termination) for a period of twelve (12) months, beginning on the sixtieth (60th) day following the termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or a resignation for Good Reason in accordance with Section 1.5.5 above, the Company and with shall pay Executive the first such payment comprising all salary accruing from following severance package (“Severance Package”): (i) an amount equivalent to twelve (12) months of Executive’s then Base Salary, subject to the termination date through tax withholding specified in Section 1.4.1 above, payable as set forth herein (the date of payment, “Severance Payment”); (ii) partial accelerated vesting, effective as of the termination date, of all unvested equity awards with respect to the same number of shares that would have vested if Executive had continued in employment for one year after the termination date and to the extent Executive participates in any vested equity awards are stock optionsmedical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to Executive’s Termination Date, and provided that Executive will have timely elects COBRA continuation coverage, the Company shall pay the full cost of Executive’s COBRA continuation coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such plans immediately prior to the Termination Date) pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, for a period of up to twelve (12) months from the date of termination in which Termination Date, or when Executive becomes eligible for comparable coverage through a subsequent employer, provided that Executive agrees to exercise such options notify the Company as soon as he accepts subsequent employment (but not beyond the expiration date of the options“COBRA Continuation”), ; (iii) Base Salary earned but unpaid, vested benefits under any unvested portion employee benefit plan, any unreimbursed expenses pursuant to Section 1.4.3 hereof incurred by Executive as of the Shares Termination Date and any earned but unpaid Bonus for the fiscal year prior to the Termination Date, subject to Market Capitalization or FDA approval vesting as described the tax withholding specified in Section 3.4.3 shall remain outstanding for a period of six 1.4.2 above (6) months following the termination date and to the extent that such milestones are achieved during such six-month periodcollectively, the respective Shares shall vest and become non-forfeitable, “Accrued Benefits”); and (iv) if the Termination Date is after June 30th, Executive’s target Bonus for such year, pro-rated for the period of time during such year in which Executive remained with the Company, subject to the tax withholding specified in Section 1.4.2 above (the “Target Bonus”). The Company’s obligation to provide Executive with the Severance Payment, COBRA Continuation, and Target Bonus is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such release becoming effective on or his estatebefore thirty (30) days following Executive’s Termination Date (“Severance Condition”). Payment of the Severance Payment and COBRA Continuation, if applicable) elects to continue his health insurance coverage under COBRA any, will commence on the first payday following the terminationthirtieth (30th) day after Executive’s Termination Date and continue over a twelve month period in equal installments, then with payments made on the Company shall pay the monthly premiums for such coverage until the earliest of (A) the date that is twelve (12) months following termination, (B) the expiration of such continuation coverage under COBRA, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Company’s regular paydays. Payment of the COBRA premiums hereunder is or may be discriminatory under Section 105(hTarget Bonus shall occur in full on the first payday following the thirtieth (30th) of the Code or would otherwise cause adverse tax consequences day after Executive’s Termination Date. Such release will not affect Executive’s continuing obligations to the Company under the Employment Covenants Agreement (as defined below). The Company’s obligation to pay and Executive’s right to receive the Severance Package set forth herein (other than Accrued Benefits) shall cease in the event of Executive’s material breach of any of his obligations under this Agreement or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingsthe Employment Covenants Agreement after the Termination Date. Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.2) will disqualify the option from being treated as an incentive stock option under Section 422 Payment of the Code, as amended, and will result Accrued Benefits shall be made in full on the option being deemed a nonqualified stock option except in certain limited circumstances in connection with first payroll date after Executive’s death or DisabilityTermination Date in any event.

Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control. If Executive’s employment under this Agreement is terminated by the Company terminates without Cause pursuant to Section 3(a)(iv) or Executive resigns due to Executive’s resignation for Good ReasonReason pursuant to Section 3(a)(v), at any time other in either case prior to or more than at the time of, or within eighteen (18) months two years following a Change in ControlControl (as defined below), then, in addition subject to Executive signing within the amounts described in Section 4.5.1period of time set forth therein, and conditioned upon Executive (or his estatenot revoking, if applicable) executing and not revoking a general release of claims in the form attached as Exhibit B provided by the Company (the “Release”) within and Executive’s continued compliance with Sections 5, 6, and 7, Executive shall receive, in addition to the time periods specified thereinpayments and benefits set forth in Section 3(b), the Company will provide the following separation benefits: following: (i) the Company will continue an amount in cash equal to 2.00 multiplied by Executive’s Base Salary (at Salary, payable in accordance with the rate Company’s regular payroll practices in effect as of substantially equal installments over the termination) for a 24-month period of twelve (12) months, beginning on the sixtieth first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable (60thor if the period in which such Release may become effective and irrevocable spans two calendar years, in the later calendar year); (ii) day following an amount in cash equal to Executive’s Target Annual Bonus for the year during which the termination of Executive’s employment occurs, payable in accordance with the Company Company’s regular payroll practices in a lump sum within sixty (60) days following the date on which the Release becomes effective and with irrevocable (or if the first period in which such payment comprising all salary accruing from Release may become effective and irrevocable spans two calendar years, in the termination date through later calendar year); (iii) any earned but unpaid Annual Bonus for the fiscal year prior to the year that includes the date of paymenttermination, (ii) partial accelerated vesting, effective as of payable when such annual bonuses are otherwise paid to Company executives and in all events during the termination date, of all unvested equity awards with respect to the same number of shares year that would have vested if Executive had continued in employment for one year after the termination date and to the extent any vested equity awards are stock options, Executive will have twelve (12) months from includes the date of termination in which to exercise such options termination; (but not beyond the expiration date iv) accelerated vesting and settlement of the options), (iii) any unvested portion of the Shares Make-Whole RSUs; and (v) subject to Market Capitalization or FDA approval vesting as described in Section 3.4.3 shall remain outstanding for a period Executive’s timely election of six continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (6) months following the termination date and to the extent that such milestones are achieved during such six-month period, the respective Shares shall vest and become non-forfeitable“COBRA”), and (iv) if Executive (or his estatesubject to Executive’s copayment of premium amounts at the active employees’ rate, if applicable) elects to continue his health insurance coverage under COBRA following the termination, then the Company shall pay the monthly remainder of the premiums for such coverage until Executive’s and his eligible dependents’ participation in the earliest Company’s group health plans pursuant to COBRA for a period ending on the earlier of (A) the 18-month anniversary of the date that is twelve (12) months following of termination, ; (B) Executive becoming eligible for other group health benefits, or (C) the expiration of such continuation coverage Executive’s rights under COBRA, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, ; provided, however, that should in the event that the benefits provided herein would subject the Company reasonably determine that continued payment or any of its affiliates to any tax or penalty under the COBRA premiums hereunder is Patient Protection and Affordable Care Act or may be discriminatory under Section 105(h) of the Internal Revenue Code or would otherwise cause adverse tax consequences to of 1986 (the “Code”), Executive and the Company agree to work together in good faith to restructure the foregoing benefit. (vi) Executive shall not be obligated to mitigate the amount of any payments or benefits otherwise payable hereunder by seeking other employment, or otherwise, nor shall the amounts payable to Executive hereunder be reduced by, or setoff against, any employee thereofcompensation or other amounts earned by Executive from any subsequent employer, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdings. Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended postself-employment exercise period described in this Section 4.5.2) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, as amended, and will result in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with Executive’s death or Disabilityotherwise.

Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control. If Executive’s employment under Subject to the provisions set forth in this Agreement is terminated by the Company without Cause or Executive resigns for Good Reason, at any time other than at the time of, or within eighteen (18) months following a Change in Control, thenAgreement, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking case of a release of claims in the form attached as Exhibit B (the “Release”) within the time periods specified therein, the Company will provide the following separation benefits: (i) the Company will continue Executive’s Base Salary (at the rate in effect as of the termination) for a period of twelve (12) months, beginning on the sixtieth (60th) day following the termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or a resignation with Good Reason in accordance with Section 1.5.5 above, the Company and with shall pay Executive the first such payment comprising all salary accruing from following severance package (“Severance Package”): (i) an amount equivalent to six months’ of Executive’s then Base Salary, subject to the termination date through the date of paymenttax withholding specified in Section 1.4.1 above, payable as set forth herein (“Severance Payment”), (ii) partial accelerated vesting, effective as of the termination date, of all unvested equity awards with respect to the same number of shares that would have vested if Executive had continued in employment for one year after the termination date and to the extent Executive participates in any vested equity awards are stock optionsmedical, Executive will have twelve (12) months from the date of termination in which to exercise such options (but not beyond the expiration date prescription drug, dental, vision and any other “group health plan” of the options)Company immediately prior to Executive’s Termination Date, (iii) any unvested portion of the Shares subject to Market Capitalization or FDA approval vesting as described in Section 3.4.3 shall remain outstanding for a period of six (6) months following the termination date and to the extent that such milestones are achieved during such six-month period, the respective Shares shall vest and become non-forfeitable, and (iv) if Executive (or his estate, if applicable) elects to continue his health insurance coverage under COBRA following the termination, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to six times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRA, and (C) the date when Executive obtains substantially equivalent health insurance coverage such plans in connection accordance with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Section 4980B of the COBRA premiums hereunder is or may be discriminatory under Section 105(h) Internal Revenue Code of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdings. Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.2) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code1986, as amended, and will result Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding, payable on the first payday following the 30th day after Executive’s termination date; provided that Executive may, but is not obligated to, use such payment toward the cost of continuation coverage premiums, and (iii) if such termination or resignation occurs within the twelve (12) month period following the commencement of Executive’s employment hereunder, then accelerated vesting of that number of unvested shares subject to equity grants issued to Executive by Company that would have vested during the twelve (12) month period following such termination or resignation in the option being deemed a nonqualified stock option except in certain limited circumstances in connection absence of such termination or resignation. The Company’s obligation to provide Executive with the Severance Package is contingent upon Executive’s death execution of a general release of claims satisfactory to the Company, with such release becoming effective on or Disabilitybefore 30 days following Executive’s termination date (“Severance Condition”). Payment of the Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a six month period in equal installments, with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the Severance Package set forth herein shall cease in the event of Executive’s material breach of any of his obligations under this Agreement or the Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control. If Upon termination of Executive’s employment under this Agreement is terminated prior to the expiration of the Term by the Company without Cause (other than for death or Disability) or by Executive resigns for Good ReasonReason (as defined below), at in any time case other than pursuant to Section 1(e) hereof, then: (i) the Company shall continue to pay Executive the Base Salary through 12 months following such termination date (such period, the “Salary Continuation Period”) payable in equal biweekly installments and the Company shall pay in cash to Executive (within 10 business days of each applicable monthly period) for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Executive and Executive’s eligible dependents to the extent such coverage is then in place; (ii) the Company shall pay Executive within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations; (iii) the Company will consider in good faith the payment of a annual bonus on a pro rata basis for the year in which the Termination of Employment occurs, any such payment to be paid (if at all) based on actual performance during the year in which termination has occurred and based on the number of days of employment during such year relative to 365 days (payable in a lump sum at the time such annual bonus would otherwise have been paid); (iv) any compensation awards of Executive based on, or in the form of, TripAdvisor equity (e.g. restricted stock, restricted stock units, stock options or within eighteen similar instruments) (18“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the 12 months following such termination (such period, the “Equity Acceleration Period”) shall vest (and, with respect to awards other than stock options and stock appreciation rights, settle) as of the date of such termination of employment; provided that any outstanding Equity Award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the Equity Award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 100 XXXx were granted 1.7 years prior to the date of termination and vested 100% on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest and settle); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest (and, with respect to awards other than stock options and stock appreciation rights, settle) only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Awards made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule for such equity, the terms of the award agreement for such Equity Award shall govern; (v) any Equity Awards that do not vest pursuant to subsection (iv) above shall remain outstanding and shall not be cancelled until three months following such termination, provided, however, there shall be no additional vesting with respect to such remaining Equity Awards unless a Change in ControlControl occurs within three months immediately following the termination date, thenat which time such remaining Equity Awards shall vest pursuant to Section 1(e)(v) below; and (vi) any then vested options of Executive (including options vesting as a result of (iii) above) to purchase TripAdvisor equity, in addition shall remain exercisable through the date that is 18 months following the date of such termination or, if earlier, through the scheduled expiration date of such options. The expiration of the Term shall not give rise to any payment to Executive or acceleration obligation under this Section 1(d). The payment to Executive of the amounts severance pay or benefits described in Section 4.5.1, and conditioned 1(d) (other than any Accrued Obligations) is contingent upon Executive (or his estate, if applicable) executing signing and not revoking a separation and release of claims the Company and its affiliates in a form substantially similar to that used for senior executives of the form attached as Exhibit B Company (the “Release”) within ), and Executive’s compliance with the time periods specified thereinrestrictive covenants set forth in Section 2 (other than any non-compliance that is immaterial, does not result in harm to the Company will provide or its affiliates, and, if curable, is cured by Executive promptly after receipt of notice thereof given by the following separation benefits: (i) Company). The Release shall be delivered by the Company will continue Executive’s Base Salary to the Executive within ten (at the rate in effect as of the termination10) for a period of twelve (12) months, beginning on the sixtieth (60th) day days following the termination of Executive’s employment with the Company and with the first such payment comprising all salary accruing from the termination date and must become effective no later than sixty (60) days following Executive’s employment termination date or such earlier date required by the Release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance. In no event will severance payments or benefits (other than any Accrued Obligations) be paid or provided until the Release becomes effective and irrevocable but in no event shall Executive forfeit Equity Awards that had vested through the date of payment, (ii) partial accelerated vesting, effective as expiration of the termination dateTerm other than the Equity Awards for which the vesting was accelerated pursuant to Section 1 of these terms and conditions. Upon the Release becoming effective and irrevocable, of all unvested equity awards with respect to the same number of shares that would have vested if Executive had continued in employment for one year after the termination date and to the extent any vested equity awards are stock options, Executive will have twelve (12) months payments delayed from the date of termination in which to exercise such options (but not beyond Executive terminates employment through the expiration effective date of the options), (iii) any unvested portion of Release will be payable in a lump sum without interest as soon as administratively practicable after the Shares subject Release Deadline and all other amounts will be payable in accordance with the payment schedule applicable to Market Capitalization each payment or FDA approval vesting as described benefit. In the event the termination occurs at a time during the calendar year where the Release could become effective in Section 3.4.3 shall remain outstanding for a period of six (6) months the calendar year following the calendar year in which Executive’s termination occurs, then any severance payments or benefits that would be considered Deferred Payments (as defined below) will commence to be paid on the first payroll date and to occur during the extent that calendar year following the calendar year in which such milestones are achieved during such six-month periodtermination occurs, or, if later, the respective Shares shall vest and become non-forfeitable, and (iv) if Executive (or his estate, if applicable) elects to continue his health insurance coverage under COBRA following the termination, then the Company shall pay the monthly premiums for such coverage until the earliest of (A) the date that is twelve (12) months following termination, (B) the expiration of such continuation coverage under COBRA, and (C) the date when Executive obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment of the COBRA premiums hereunder is or may be discriminatory under Section 105(h) of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingsRelease Deadline. Executive acknowledges and agrees that his exercise the Company’s payment of a stock option more than three severance pay and benefits (3except Accrued Obligations) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.2) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, as amended, constitutes good and will result in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with Executive’s death or Disabilityvaluable consideration for such Release.

Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control. If Executive’s employment under Subject to the provisions set forth in this Agreement is terminated by the Company without Cause or Executive resigns for Good Reason, at any time other than at the time of, or within eighteen (18) months following a Change in Control, thenAgreement, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking case of a release of claims in the form attached as Exhibit B (the “Release”) within the time periods specified therein, the Company will provide the following separation benefits: (i) the Company will continue Executive’s Base Salary (at the rate in effect as of the termination) for a period of twelve (12) months, beginning on the sixtieth (60th) day following the termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or a resignation for Good Reason in accordance with Section 1.5.5 above, the Company and with shall pay Executive the first such payment comprising all salary accruing from following severance package (“Severance Package”): (i) an amount equivalent to twelve months of Executive’s then Base Salary, subject to the termination date through the date of paymenttax withholding specified in Section 1.4.1 above, payable as set forth herein (“Severance Payment”), (ii) partial accelerated vesting, effective as of the termination date, of all unvested equity awards with respect to the same number of shares that would have vested if Executive had continued in employment for one year after the termination date and to the extent Executive participates in any vested equity awards are stock optionsmedical, Executive will have twelve (12) months from the date of termination in which to exercise such options (but not beyond the expiration date prescription drug, dental, vision and any other “group health plan” of the options)Company immediately prior to Executive’s Termination Date, (iii) any unvested portion of the Shares subject to Market Capitalization or FDA approval vesting as described in Section 3.4.3 shall remain outstanding for a period of six (6) months following the termination date and to the extent that such milestones are achieved during such six-month period, the respective Shares shall vest and become non-forfeitable, and (iv) if Executive (or his estate, if applicable) elects to continue his health insurance coverage under COBRA following the termination, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to twelve times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRA, and (C) the date when Executive obtains substantially equivalent health insurance coverage such plans in connection accordance with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Section 4980B of the COBRA premiums hereunder is or may be discriminatory under Section 105(h) Internal Revenue Code of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdings. Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.2) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding, payable on the first payday following the 30th day after Executive’s termination date, and (iii) one-hundred percent of any unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Executive may, but is not obligated to, use such payment toward the cost of continuation coverage premiums. The Company’s obligation to provide Executive with the Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such release becoming effective on or before 30 days following Executive’s termination date (“Severance Condition”). Payment of the Severance Payment will result commence on the first payday following the 30th day after Executive’s termination date and continue over a six month period in equal installments, with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the Severance Package set forth herein shall cease in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with event of Executive’s death material breach of any of his obligations under this Agreement or Disabilitythe Proprietary Information and Inventions Agreement.