(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 parties 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 50 % 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 six-month period immediately following the Date of Termination. However, no payments of such cash severance will be made prior to the Severance Commencement Date. On the first payroll pay day on or following the Severance Commencement Date, the Company will pay the Executive in a lump sum the cash severance the Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness and irrevocability of the Release, with the balance of the cash severance being paid as originally scheduled; and
(2) If the Executive timely elects continuation health care coverage pursuant to COBRA for himself and/or his eligible dependents, the Company will reimburse the Executive for the applicable COBRA premiums for such coverage for up to six months, or such earlier time as the Executive ceases to be eligible for such continuation coverage; provided, however, that if the Company determines in its sole discretion that it cannot make the COBRA reimbursements without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that the Executive would be