excluding any change in title that does not represent a material adverse reduction in your duties, authority or responsibilities as existed immediately prior to such change in title and (iv) a material breach by the Company under this agreement or any written agreement between the executive and the company.
For purposes of clause (iii) above, for all other officers, if the Company is operated as a separate subsidiary or business unit following a Change of Control, such officers will be deemed to have suffered a material reduction in duties, authority or responsibilities if such duties, authority or responsibilities, including reporting responsibilities, with respect to such subsidiary or separate business unit are materially changed following such Change of Control. In order to effect a Resignation for Good Reason, you must notify the Board within 30 days after the first occurrence of the event described above, the Company must fail to cure such event within 30 days after receiving written notice, and your resignation date must be no later than 60 days after the expiration of the Companys cure period.
Participant means each individual who (i) is employed by the Company or an affiliated professional corporation as an officer, excluding the Chief Executive Officer and (ii) has received and returned a signed Participation Notice attached hereto as EXHIBIT A.
Separation from Service shall mean any termination of employment is terminated by the Company without Cause or resignation for Good Reason, whether or not a Change of Control has occurred, and such termination constitutes a separation from service (as defined under Treasury Regulation Section 1.409A-1(h)).
Severance Benefits shall mean the acceleration of vesting, continuation of benefits, bonus payments and base salary payments described above and below.
You understand and agree that, in the event of termination of your employment with the Company, you shall not be entitled to any other severance pay, severance benefits, accelerated vesting or any other compensation or benefits other than as set forth herein, or as required by applicable law.
You understand and agree that this Plan supersedes any and all other arrangements currently described in any Offer Letter or other employment agreement with the Company.
As a condition of your receipt of any Severance Benefits or Vesting Acceleration as set forth in this Agreement, you will be required to execute and allow to become effective a general release of claims in favor of the Company, with such changes as may be required due to intervening changes in applicable law (a General Release) within 45 days following your employment termination. Unless the Release is timely signed by you, is delivered to the Company, and becomes effective within the required period (the date on which the Release becomes effective, the Release Date), you will not be entitled to any Severance Benefits pursuant to this Agreement, and any Vesting Acceleration as provided in this Agreement shall not apply and each Equity Awards may be exercised following the date of your termination only to the extent provided under its original terms.
The Salary Continuation will be paid in equal installments on the Companys regular payroll schedule and will be subject to applicable tax withholdings over the 12-month period outlined above following the date of your Separation from Service; provided, however, that no payments will be made prior to the first payroll date following the effective date of the General Release (the Initial Payment Date). On the Initial Payment Date, the Company will pay you in a lump sum the Salary Continuation that you would have received on or prior to such date under the original schedule but for the delay while waiting for Initial Payment Date in compliance with Section 409A and the effectiveness of the General Release, with the balance of the Salary Continuation being paid as originally scheduled. Notwithstanding the foregoing, the Company may pay the Salary Continuation in the form of a lump sum, which amount will be paid on the Initial Payment Date, but such lump sum payment shall be made only if the Company, in consultation with its advisors, determines that such payment will not result in adverse taxation under Section 409A (as defined below). The Pro Rata Bonus will be paid to you in a lump sum on the date on which the Salary Continuation commences.
Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a specified employee for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (Section 409A) then to the extent delayed commencement of any portion of the severance benefits to which you are entitled under this Agreement is required in order