of Section 409A of the Code, then such base salary shall be payable in bi-weekly installments in accordance with the Companys regular payroll policies over the twelve (12) month period following such termination of employment in accordance with Section 5(b)(i)(2) to the extent required to comply with Section 409A of the Code, and (B) if you elect to continue your health insurance coverage pursuant to your rights under COBRA following the termination of your employment, your monthly premium under COBRA on a monthly basis until the earlier of (1) twelve (12) months following the effective termination date, or (2) the date upon which you commence employment that provides you with eligibility for healthcare benefits substantially comparable to those provided by Pyxis. A termination of your employment by Pyxis due to physical or mental illness which is not a Disability shall be treated as an involuntary termination other than for Cause.
2. In addition to the severance benefits and payments set forth in Section 5(b)(ii)(1), if your employment with Pyxis is terminated during the Change in Control Period (x) by Pyxis for any reason other than Cause or (y) by you for Good Reason, then the Initial Grant and the Initial Shares shall immediately vest with respect to 100% of the shares subject to the Initial Grant and the Initial Shares and become exercisable; provided, however, that if the Company or its successor entity (if applicable) does not assume, substitute or continue the unvested portion of any Initial Grant and the Initial Shares in connection with the Change in Control, then 100% of the unvested portion of the applicable Initial Grant and the Initial Shares will vest and the Initial Grant will become exercisable immediately prior to the date of the Change in Control, contingent on the consummation of the Change in Control.
c. Eligibility for Severance. Eligibility for receipt of the items in Section 5(b) above, shall be conditioned on your (i) returning to Pyxis promptly upon termination of your employment all of its property, including confidential information and all electronically stored information, and (ii) signing and not revoking the Release.
d. Accrued Benefits. The Accrued Benefits shall be paid to you (or your estate in the event of your death) upon termination of employment regardless of the circumstances giving rise to such termination.
6. At-Will Employment. Your employment with Pyxis is at will, meaning it may be terminated by you or Pyxis at any time, subject to Section 5 above, for any reason with or without Cause. You understand that this Letter is not a contract for employment for a definite term.
7. Proprietary Rights Agreement. You acknowledge and reaffirm your continuing obligations owed to the Company, pursuant to that certain Proprietary Information and Inventions Agreement, dated as of October 12, 2020 (the Proprietary Information Agreement). For the avoidance of doubt, nothing in the Proprietary Information Agreement or otherwise will prohibit or restrict you from responding to any inquiry, or otherwise communicating with, any federal, state or local administrative or regulatory agency or authority or participating in an investigation conducted by any governmental agency or authority. You cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or that is made in a complaint or other document filed in a lawsuit or other proceeding, if such