your February 1, 2017 employment letter (Employment Agreement) and your Employee Proprietary Information and Inventions Agreement dated April 3, 2017 (Proprietary Information Agreement), MEI agrees to provide you with the payments and benefits set forth in Section 2(b), below.
(b) Consideration. Subject to satisfying the eligibility criteria in Section 2(a), above, MEI agrees to provide you with the following payments and benefits (collectively referred to as the Separation Benefits):
(i) Severance Payment. MEI will pay you a lump sum payment of $414,140, which is equal to 12 months of your annual base salary, as soon as administratively practicable after the Effective Date (but not later than 60 days after the Retirement Date).
(ii) Stock Option Accelerated Vesting and Exercise Period. Your outstanding options to purchase MEI common stock shall vest and become exercisable on an accelerated basis as of the Retirement Date for the same number of shares that would have vested had you continued to be employed by MEI through December 31, 2022 (so that your total vested stock options will be as set forth on the attached Exhibit A). All other unvested stock options shall terminate and be forfeited as of the Retirement Date. You may exercise your vested stock options through December 31, 2022, or until the expiration of the term, if earlier, subject to the terms of the applicable option agreements (other than the 90 day post-termination exercise period, which shall not apply).
(c) Early Termination of Employment. If you resign or you are terminated for Cause, in each case prior to December 31, 2021, your employment with MEI will end as of such date, and you will only be eligible to receive the payments and benefits set forth in Section 2(d), below; for the avoidance of doubt, you will not be eligible to receive any of the Separation Benefits. If MEI terminates your employment without Cause prior to December 31, 2021, you will receive the Separation Benefits described in Section 2(b) if you meet the eligibility requirements of Section 2(a)(ii), (iii) and (iv), above. Cause shall have the meaning given that term in the Employment Agreement.
(d) Other Payments. Regardless of whether you sign this Agreement or when or why your employment with MEI terminates, MEI will provide you with any earned but unpaid base salary through the Retirement Date, reimbursement for any outstanding expenses for which you have not been reimbursed and which are authorized, any accrued but unused vacation, and any vested benefits under MEIs employee benefit plans in accordance with the terms of such plans, as accrued through the Retirement Date.
(e) Benefits Termination. For purposes of any benefits provided under any MEI benefits plan, your employment will terminate on the Retirement Date, and benefits will cease on the Retirement Date, consistent with the terms of the applicable benefit plans. You will receive information, under separate cover, regarding your rights under the COBRA health coverage continuation provisions of applicable law, as well as time frames necessary for continuations, conversions and/or distribution of benefits under MEIs benefit programs after your employment terminates. MEI reserves the right, in its sole discretion, to change or discontinue its benefit plans at any time, with or without prior notice.
3. Release of Claims. In exchange for the Separation Benefits, you hereby waive, to the fullest extent permitted by law, all claims available under federal, state or local law against MEI and the trustees, officers, employees, and agents of MEI, including but not limited to all claims arising out of your employment with MEI or the termination of that employment, and all claims arising under the Employment Agreement, or arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Employee Retirement