the Companys Series B preferred stock financing (the Series B Financing)), payable in one-time lump-sum payment within 60 days following your Separation; less applicable withholdings, subject to Section 3(i); (ii) any earned, but unpaid annual bonus for the calendar year prior to the calendar year in which your Involuntary Termination occurs; (iii) (x) if the Company is subject to the Consolidated Omnibus Budget Reconciliation Act (COBRA) or similar state law, (y) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act, and (z) if you properly elect to receive benefits under COBRA, then the Company shall provide you, for a period of 9 months (or 12 months in the event such Involuntary Termination occurs following the first closing of the Series B Financing) following your Separation, your COBRA premiums at the Companys normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination, provided that if the subsidy is limited by clause (y) then you shall receive a monthly cash payment equal to the monthly COBRA premium that you are required to pay for such COBRA coverage; and (iv) subject to the terms and conditions of the Equity Plan (or any successor or additional plan thereto) and Equity Agreements, any portion of an option that has vested or has had the time-based requirement satisfied shall remain outstanding for a period of 12 months following the Separation date or, if earlier, the normal 10-year expiration date of such stock options. In addition, you shall receive all (w) accrued, but unpaid, base salary earned by, but not paid to you, prior to your date of Separation, which will be paid to you on the next payroll date following your date of Separation, x) any incentive bonus that was earned for the prior calendar year but not paid, which will be paid to you at the same time that bonuses are paid to other executives, (y) any amounts accrued and due under the terms of any employee benefit plan in which you participated while employed (e.g., 401(k)), which will be paid to you at the time provided under the applicable plan and (z) any amounts owing to you under Section 2(f) for reimbursement of expenses incurred by you prior to your date of Separation, which will be paid to you in accordance with the Companys policies with respect thereto (collectively, the Accrued Benefits).
b. For purposes of this Offer Letter, Cause means any one or more of the following actions: (i) your material breach of the terms of this Offer Letter or your Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement; (ii) your material dishonesty, willful misconduct, gross negligence, or reckless conduct, in each case, if such conduct is in connection with the performance of your services to the Company; (iii) your commission of an act of fraud, theft, misappropriation or embezzlement that is, in each case, materially injurious to the Company; (iv) your conviction of, or pleading nolo contendere to, any crime involving moral turpitude felony (other than traffic offenses); or (v) your material violation of a Company policy that had been previously provided to you in writing your willful refusal to to substantially perform your assigned duties to the Company (other than as a result of your mental or physical impairment), provided that such policy compliance or performance of duties would not cause you to violate law. For purpose of clauses (i), (ii), (iii), and (v), Cause shall only exist if: (1) the Company delivered to you a