Executive may make in his discretion, the Company shall loan Executive an amount equal to the aggregate per share exercise price payable by the Executive in connection with any exercise by the Executive of the Initial Award, in accordance with loan documents to be mutually agreeable to Executive and the Company. In all other respects, except as otherwise provided in this Agreement the Initial Award shall be subject to the terms, definitions and provisions of the Companys equity compensation plan and the form of option agreement thereunder.
(f) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in the furtherance of or in connection with the performance of Executives duties hereunder, in accordance with the applicable policy of the Company, as in effect from time to time.
(g) Paid Time Off. The Executive shall be entitled to paid time off in accordance with the Companys paid time off policy, as in effect from time to time.
4. At-Will Employment. The patties agree that the Executives employment with the Company will be at-will employment and may be terminated at any time with or without cause or notice. The Executive understands and agrees that neither his job performance nor promotions, commendations, bonuses, or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company. However, as described in this Agreement, the Executive may be entitled to severance benefits depending on the circumstances of the termination of the Executives employment with the Company.
5. Termination. The Term and the Executives employment shall terminate upon the occurrence of any of the following events:
(a) Qualifying Termination Outside of the Change in Control Period.
(i) The Company may remove the Executive at any time, with or without Cause, from the position in which the Executive is employed hereunder, with or without notice.
(ii) Upon a Qualifying Termination outside of the Change in Control Period, the Executive shall be entitled to receive, subject to the effectiveness and irrevocability of the Release, the following severance benefits, subject to standard deductions and withholdings:
(1) The Executive shall receive cash severance equal to 100% of the Annual Base Salary in effect immediately prior to the Date of Termination (or if the Qualifying Termination is due to a resignation for Good Reason based on a material reduction in base cash compensation, then the Executives Annual Base Salary in effect immediately prior to such reduction). Subject to any delay in payment required by Section 5(d), the Company will pay such cash severance, in substantially equal installments on the Companys regular payroll schedule over the twelve (12)-month