(iii) Equity Vesting Acceleration. Provided that no Qualified Financing occurs prior to an Initial Public Offering, then vesting acceleration (and exercisability, as applicable) as to a number of the then-unvested shares subject to each of the Executives then-outstanding compensatory equity awards issued by the Company prior to June 30, 2021 and subject to time-based vesting that would have vested had the Executive remained an employee of the Company through the two (2) year anniversary of the Effective Date. For the avoidance of doubt, fewer shares will be eligible to vest pursuant to this Section 3(a)(iii) for each month that passes following the Effective Date. For purposes of this paragraph, a Qualified Financing shall mean a transaction or series of transactions following June 30, 2021, but prior to an Initial Public Offering, pursuant to which the Company issues and sells equity or debt securities for aggregate gross proceeds of at least $1,000,000 with the principal purpose of raising capital. For the avoidance of doubt, if a Qualified Financing occurs prior to an Initial Public Offering, Executive shall not be entitled to vesting acceleration pursuant to this Section 3(a)(iii). The Board shall determine whether a Qualified Financing occurs in its sole and absolute discretion.
(b) Qualifying CIC Termination. On a Qualifying CIC Termination, the Executive will be eligible to receive the following payments and benefits from the Company:
(i) Salary Severance. A single, lump sum payment equal to eighteen (18) months of the Executives Salary, less applicable withholdings.
(ii) COBRA Coverage. Subject to Section 3(d), the Company will provide COBRA Coverage until the earliest of (A) a period of eighteen (18) months from the date of the Executives termination of employment, (B) the date upon which the Executive (and the Executives eligible dependents, as applicable) becomes covered under similar plans, or (C) the date upon which the Executive ceases to be eligible for coverage under COBRA.
(iii) Equity Vesting Acceleration. Vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested shares subject to each of the Executives then-outstanding compensatory equity awards issued by the Company. In the case of an equity award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at target.
(c) Termination Other Than a Qualifying Termination. If the termination of the Executives employment with the Company Group is not a Qualifying Termination, then the Executive will not be entitled to receive severance or other benefits.
(d) Conditions to Receipt of COBRA Coverage. The Executives receipt of COBRA Coverage is subject to the Executive electing COBRA continuation coverage within the time period prescribed pursuant to COBRA for the Executive and the Executives eligible dependents, if any. If the Company determines in its sole discretion that it cannot provide the COBRA Coverage without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of any COBRA Coverage, the Company will provide to the Executive a taxable monthly payment payable on the last day of a given month (except as provided by the immediately following sentence), in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue his or her group health coverage in effect on the date of his or her Qualifying Termination (which amount will be based on the premium rates applicable for the first month of COBRA Coverage for the Executive and any of eligible dependents of the Executive) (each, a COBRA Replacement Payment), which COBRA Replacement
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