have been made on the normal payroll dates occurring during the first sixty (60) days following the date of termination. Notwithstanding the foregoing, the Company reserves the right to restructure the foregoing reimbursement arrangement in any manner necessary or appropriate to avoid penalties or adverse tax consequences to the Executive or the Company or any affiliate, as determined by the Company in its sole discretion.
(ii) Qualifying Termination In Connection with Change of Control. If the Qualifying Termination occurs on the date of, or within 12 months after, the effective date of a Change of Control (a “CoC Qualifying Termination”), the Executive shall be entitled to the same payments and benefits set forth under Section 4a(i) above, except that (A) the Severance Period for purposes of Sections 4a(i)(A) and (B) shall extend for eighteen (18) months instead of twelve (12) months, (B) the continued salary payments in Section 4a(i)(A) shall be paid in a lump sum within sixty (60) days following the Executive’s termination date, instead of in the form of installment payments, (C) the Executive shall be entitled to a lump sum payment equal to the Executive’s target Annual Bonus for the year in which the Executive’s CoC Qualifying Termination occurs, payable within sixty (60) days following the Executive’s termination date, and (D) each equity award granted to the Executive under the Equity Plan shall automatically vest in full upon the CoC Qualifying Termination.
(iii) Disability. If the Executive’s employment under this Agreement terminates due to a disability pursuant to Section 2c, either before or after a Change of Control, the Executive shall be entitled to the same payments and benefits set forth under Section 4a(i) above, provided that if such termination due to a disability is on the date of, or within 12 months after, the effective date of a Change of Control, the continued salary payments in Section 4a(i)(A) shall be paid in a lump sum within sixty (60) days following the Executive’s termination date, instead of in the form of installment payments.
(iv) No Duplication of Benefits. Notwithstanding anything to the contrary, the Executive shall be eligible to receive payments under subsection (i), (ii), or (iii) of this Section 4a (and, for the avoidance of doubt, shall not be eligible to receive payments under more than one such subsection). Additionally, the Executive shall not be eligible to participate in the Company’s Change of Control Severance Plan, or any successor plan.
b. Execution of Release. The Executive shall not be entitled to any payments or benefits under Section 4a unless the Executive executes and does not revoke a Release and Agreement (the “Release”), as drafted by the Company at the time of the Executive’s termination of employment, including, but not limited to, the following provisions in favor of the Company and its affiliates and assigns to the maximum extent permitted by applicable law:
(i) an unconditional release of all rights to any claims, charges, complaints, or grievances, known or unknown to the Executive, against the Company, its parent, subsidiary and affiliated companies, and assigns (and others, such as their former and current directors, employees, and agents) (together, the “Released Parties”), through the date of the Executive’s termination from employment other than post termination payments and benefits pursuant to this Agreement;