(iii) If the Company terminates Executives employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2015 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Companys assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2(ii), above, the Company (or its successor) shall provide Executive with the following severance payments and benefits:
(a) Severance in an amount equal to 12 months of Executives base salary in effect as of the date of Executives employment termination, subject to standard payroll deductions and withholdings (the CIC Severance). The CIC Severance will be paid in a single lump sum within 60 days following Executives termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall begin to be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section
5.2(ii)(a), above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section.
(b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executives COBRA premiums to continue Executives coverage (including coverage for eligible dependents, if applicable) (CIC COBRA Premiums) through the period (the CIC COBRA Premium Period) starting on Executives termination of employment and ending on the earliest to occur of: (i) 12 months following Executives termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employers group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums.
(c) The Company will pay Executive a Target Annual Bonus for the calendar year in which Executives termination of employment occurs, pro-rated for the period from the beginning of the calendar year up to the Termination Date, and payable on the date the first installment of the CIC Severance is payable hereunder.
(d) Effective as of Executives termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executives equity award agreement governing such award.