5. Termination of Employment; Severance.
5.1 At-Will Employment. Executives employment relationship is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause or advance notice.
5.2 Termination; Resignation; Death or Disability.
(a) The Company may terminate Executives employment with the Company at any time with or without Cause (as defined below). Further, Executive may resign at any time, with or without Good Reason (as defined below). Executives employment with the Company may also be terminated due to Executives death or disability.
(b) Except as provided in Section 5.3 and Section 5.4 below, if Executive resigns or the Company terminates Executives employment, or upon Executives death or disability, then (i) Executive will no longer vest in any equity awards, (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately, and (iii) Executive will not be entitled to any severance benefits. In addition, Executive shall resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.
5.3 Termination without Cause. In the event Executives employment with the Company is terminated by the Company without Cause (and other than as result of death or disability), then provided such termination constitutes a separation from service (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a Separation from Service), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits (collectively, the Severance Benefits):
(a) The Company shall pay Executive, an amount equal to (i) twelve (12) months of Executives then-current Base Salary paid in equal installments on the Companys normal payroll schedule over the twelve (12) month period immediately following the date of Separation from Service, and (ii) a lump sum payment equal to the pro-rata portion, if any, of the then-current Performance Bonus earned as of the date of Separation from Service as measured by both Company and individual performance.
(b) Provided that 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) (COBRA Premiums) through the period (the COBRA Premium Period) starting on the Executives Separation from Service and ending on the earliest to occur of: (i) twelve (12) months following Executives Separation from Service; (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 COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executives group health coverage in effect on the date of Executives employment termination (which amount shall be