shall provide such Termination Benefit to Executive in connection with a termination of Executives employment by the Company without Cause, by Executive for Good Reason or Executives automatic termination on the CFO Appointment Date where such termination occurs on or before the last day of the Specified Period (i.e., December 17, 2020).
(iii) Other than as provided in this Section 1.c. the Executive shall not be eligible for any acceleration of any of the Executives stock options or other equity awards in connection with the termination of the Executives employment or (if applicable) consulting relationship with the Company; and
(iv) Except as modified by this Section 1.c., the Executives stock option and other equity rights shall remain subject to the Equity Documents in all respects.
d. 2020 Annual Bonus. The Executive will be eligible for a 2020 annual bonus at the Bonus Target provided in Section 3 of the Agreement, subject to the following conditions:
(i) The Executives 2020 annual bonus shall be subject only to the Companys achievement of the Company performance percentage component of the Companys bonus plan applied to all senior executives, and (to avoid doubt) shall not be based on any individual performance component. For example, if the Board determines the Companys performance percentage for 2020 is 90%, Executives 2020 bonus amount (before application of d.(iii) below) shall equal ($538,200 x 50%) x 90%);
(ii) Notwithstanding anything in this Release to the contrary, the Executives 2020 bonus shall not exceed 100% of the Bonus Target, which is $269,100;
(iii) If the Employment Termination Date occurs prior to December 31, 2020, any 2020 bonus shall be prorated based on when the Employment Termination Date occurs by multiplying the annualized bonus amount (as determined by the Company as described in subsection d.(i)) by the following fraction: x/366, where x is the number of days that have occurred in calendar year 2020 as of the Employment Termination Dates; and
(iv) The Company shall pay Executives earned 2020 bonus (if any) in February or March 2021, when the Company pays 2020 bonuses to other executives, but in no event later than 75 days after December 31, 2020.
e. Special Incentive Bonus. Executive will continue to be entitled to receive the Special Incentive Bonus as provided in Section 3 of the Agreement.
f. 2021 Bonus. Notwithstanding anything to the contrary in the Agreement (including Section 3 of the Agreement) the Executives 2021 Bonus shall be $269,100 (i.e., 50% of the Executives base salary) (the 2021 Bonus). If the Executive remains employed by the Company in calendar year 2021, the Company shall pay the Executive the 2021 Bonus, but pro-rated based on when in 2021 the Employment Termination Date occurs by multiplying the 2021 Bonus amount of $269,100 by the following fraction: x/365, where x is the number of days that have occurred in calendar year 2021 as of the Employment Termination Date. The Company shall pay any such prorated 2021 Bonus in a lump sum on the same date the Company pays the Severance Payment (as defined below).
g. Benefits. Except as expressly provided otherwise in this Release, the Executives compensation and benefits shall cease on the Employment Termination Date, subject to the terms of the Companys benefit plans and applicable law.
h. Accrued Obligations. In connection with the Executives termination of employment for any reason, the Company shall pay the Executive for: any earned unpaid salary through the Employment Termination Date, any accrued but unused vacation, any documented expenses properly incurred by the Executive on behalf of the Company prior to any such termination and not yet reimbursed, and any other earned wages required to be paid by applicable law.
2. Termination Benefits. Provided the Executive (i) complies with this Release during the Transition Period, (ii) is not terminated by the Company for Cause or due to death or Disability and does not resign without Good Reason (any such termination, a Non-Severance Termination); (iii) as required by Section 8(f) of the Agreement, resigns