Participating Company Group, as defined in the Plan, and will be exercisable for a period of 90 days after the end of your employment notwithstanding anything to the contrary in the Plan. A condition to the issuance of your Incentive Stock Options and Performance Options Shares will be your execution and delivery to the Company of the stock option agreement.
2. The Change of Control section of the Agreement is amended as set forth below:
Change of Control: In the event that there is both a Change of Control (as defined below) of the Company and within the period beginning three (3) months prior to and ending twelve (12) months following such Change of Control your employment is terminated by the Company or their successors without Cause, or you resign for Good Reason (a CoC Termination), then all of your remaining unvested Option Shares shall be accelerated and immediately become vested, released from the Companys repurchase right and exercisable.
For purposes of the this Agreement, Change of Control shall have the meaning ascribed it in the Companys 2013 Stock Plan (the Plan).
3. The Termination of employment section of the Agreement is amended as set forth below:
Termination of employment: You or the Company may terminate your employment at any time during the course of your employment by giving ninety (90) days notice in writing (the Notice Requirement). Should your position be eliminated by the Company, or its successors or you are terminated without Cause or resign for Good Reason the Company will provide to you the following: the Company shall pay you an amount equal to six (6) months base salary. The amount described above is referred to as the Severance Payment. The Severance Payment is in addition to payment of your base salary for the period through the date of termination, plus reimbursement of all expenses for which you are entitled to be reimbursed, but for which you have not yet been reimbursed.
No Severance Payment shall be made or provided under this letter unless you first execute and do not revoke a waiver and release in a form reasonably satisfactory to the Company within 60 days following the date of termination (or if the Company delivers a copy of such release to you more than five days after termination, the time period will be extended to 60 days plus the number of days beyond five days), which provides for a release of any and all claims that you have or might have against the Company, subject to standard exclusions.
Any Severance Payment above will be payable in one, lump sum payment, in accordance with the Companys regular payroll practices, on the first payroll period following the date the waiver and release becomes effective (the Payment Date). Upon your receipt of the Severance Payment, you waive your right to the Notice Requirement.