Because your employment is terminating on the Separation Date, in the normal course, none of the Unvested Shares can ever vest except as provided in this Section 9, and per the Stock Option Agreements, you will have twelve (12) months following the Consulting Termination Date (as defined below) (such date, the Second Separation Date), to exercise the Unexercised Vested Shares.
b. Notwithstanding the preceding paragraph, if you execute this Agreement and the Consulting Agreement and each becomes effective on its terms, then, in exchange for the general release and waiver of claims contained herein, your Option shall continue to vest pursuant to the terms of the Stock Option Agreements until the earlier of: (i) the termination of the Consulting Agreement, pursuant to the terms therein, and (ii) December 31, 2019, (such date, the Consulting Termination Date, and any additional shares of the Option that vest pursuant to this sentence, the Consulting Vested Shares). Following the Consulting Termination Date, none of the Unvested Shares can ever vest (except as provided in 9.c. below), and per the Stock Option Agreements, you will have twelve (12) months following the Consulting Termination Date (as defined below) to exercise the Unexercised Vested Shares and the Consulting Vested Shares.
c. In addition to the prior paragraph, if you execute this Agreement and it becomes effective on its terms, then, in exchange for the general release and waiver of claims contained herein, the Company agrees to, and hereby does, (a) accelerate the vesting of 384,889 shares subject to the Option, which represents the number of shares that would have vested had you remained employed with the Company for twelve (12) months following the Separation Date (the Accelerated Vested Shares) and (b) extend the deadline to exercise the Accelerated Vested Shares to the twelve (12) month anniversary of the Second Separation Date. After the twelve-month anniversary of the Second Separation Date, you will no longer have a right to exercise the Options as to any shares. You acknowledge that the foregoing extension to the exercise period may cause an incentive stock option to be reclassified as a non-qualified stock option under applicable tax laws, and that you and not the Company shall be solely responsible for any tax consequences relating to such reclassification, including satisfaction of all applicable tax withholding requirements, excluding any employer withholding taxes that are the responsibility of the Company as defined under applicable tax laws, that become due upon exercise of the Options. Your rights concerning the Options will continue to be governed by the Stock Option Agreements, as amended by this Agreement.
10. Non-disparagement: You agree that you will not disparage Releasees or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement. Nothing in this section shall prohibit you from providing truthful information in response to a subpoena or other legal process.
11. Arbitration: Except for any claim for injunctive relief arising out of a breach of a partys obligations to protect the others proprietary information, the parties agree to arbitrate, in Los Angeles County, California through JAMS, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction