(c) If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then you shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit C and the conditions of Section 7(d), the Company shall: (i) continue to pay to you, in accordance with the Companys regularly established payroll procedures, your Base Salary rate for a period of nine (9) months; (ii) pay to you, in a single lump sum on the Payment Date (as defined below) an amount equal to 100% of your Target Bonus for the calendar year in which termination occurs, (iii) provided you are eligible for and timely elect to continue receiving group medical insurance pursuant to the COBRA law, pay, for up to nine (9) months following your termination date, 100% of the premiums for continued health coverage for the same type of coverage in effect at the time of your termination, unless the Companys provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply, and (iv) provide that the vesting of your then-unvested equity awards that vest based solely on the passage of time shall be accelerated, such that all then-unvested equity awards that vest based solely on the passage of time vest and become fully exercisable or non-forfeitable as of the termination date (collectively, the Change in Control Severance Benefits).
(d) As a condition of your receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, you must execute and deliver to the Company a severance and general release of claims agreement in a form to be provided by the Company (which shall include a release of all releasable claims, reasonable obligations to cooperate, an obligation to not disparage the Company, reaffirmation of your continuing obligations under the Restrictive Covenants Agreements (as defined below), and a twelve (12)-month post-employment noncompetition provision) (the Severance Agreement), which Severance Agreement must become irrevocable within 60 days following the date of your termination of employment (or such shorter period as may be directed by the Company). The Severance Benefits or the Change in Control Severance Benefits, as applicable, will be paid or commence to be paid in the first regular payroll beginning after the Severance Agreement becomes effective, provided that if the foregoing 60 day period would end in a calendar year subsequent to the year in which your employment ends, the Severance Benefits or Change in Control Severance Benefits, as applicable, will not be paid or begin to be paid before the first payroll of the subsequent calendar year (the date the Severance Benefits or Change in Control Severance Benefits, as applicable, commence pursuant to this sentence, the Payment Date). You must continue to comply with the Restrictive Covenants Agreements and any similar agreements with the Company in order to be eligible to continue receiving the Severance Benefits or Change in Control Severance Benefits, as applicable. The Severance Benefits or Change in Control Severance Benefits, as applicable, shall be subject to tax and other withholdings as required by law.
(e) For purposes of this letter agreement, the following defined terms shall have the following meanings:
Disability shall mean a physical or mental illness or disability that prevents you from performing the duties of your position for a period of more than any three consecutive months or for periods aggregating more than twenty-six weeks. The Company shall determine in good faith and in its sole discretion whether you are unable to perform the services provided for in this letter agreement.
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