All forms of compensation paid to you as an employee of the Company or its subsidiary shall be less all applicable withholdings.
Your employment with the Company or its subsidiary will be for no specific period of time. Rather, your employment will be at-will, meaning that any party may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Company after approval by the Board.
Severance outside of Change in Control Protection Period
If your employment with the Company or its subsidiary is involuntarily terminated by the Company without Cause (as defined below) and not due to a breach by you of the terms and conditions of this letter (including, but not limited to, a breach of any of the representations contained herein, the enclosed Employee Proprietary Information and Invention Assignment Agreement (the PHA) or the Employee Arbitration Agreement) at any time outside of the Change in Control Protection Period (as defined below), subject to your execution of a release of claims in a form provided by the Company, you will be eligible to receive severance in an amount equal to: (i) six (6) months of base salary at the rate then in effect, (ii) a pro-rata amount of the Target Bonus based on the number of months you were employed with the Company for the year in which your employment is terminated and (iii) subject to your timely election under COBRA, payment or reimbursement of a portion of your COBRA premiums for six (6) months following your termination or, if earlier, until such time as you become eligible for similar coverage through another employer, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for your prior to termination, (such amounts described in clauses (i) through (iii) herein, collectively, the Severance Benefits). You will thereafter be responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for any remaining COBRA period. Notwithstanding the foregoing, in the event that the Company determines, in its sole discretion, that the Company may be subject to a tax or penalty pursuant to Code Section 4980D as a result of providing some or all of the payments described in this paragraph, the Company may reduce or eliminate its obligations under this paragraph to the extent it deems necessary, with no offset or other consideration required. The Severance Benefits will be payable or provided in regular instalments in accordance with the Companys or its subsidiarys normal payroll practices over a period of six (6) months commencing on the first payroll date following the date on which the Release Condition is satisfied or in a cash lump sum, solely at the discretion of the Board. For purposes herein, the Release Condition means your execution, delivery, and non-revocation of the release within 45 days following your termination of employment and Cause means a reasonable, good faith finding by the Board that you: (i) committed, been convicted of, or entered a plea of guilty or nolo contendere or no contest with respect to, (x) any felony or (y) any misdemeanour involving dishonesty or moral turpitude; (ii) engaged in gross negligence, wilful misconduct, or any bad-faith act that is, or could reasonably be expected to be, materially injurious to the business or