(c) Termination or Return of Benefits. An Eligible Employees right to receive benefits under this Plan shall terminate immediately (and, subject to applicable law, any benefits received pursuant to this Plan shall be immediately returned to the Company, including, without limitation, any stock that has vested or been accelerated as described under the Plan and the cash proceeds from any sale or other disposition thereof) either (A) if the Company establishes (whether before or after the Eligible Employees termination of employment) that the Eligible Employee engaged in any of the behavior described in Section 6(m)(i) through 6(m)(iv) of the Plan or (B) if, at any time prior to (including, without limitation during the transition services period, if any, contemplated by Section 3(a) hereof) or during the twelve (12) month period following a Covered Termination, the Eligible Employee, without the prior written approval of the Plan Administrator:
(i) willfully breaches a material provision of the Eligible Employees proprietary information and confidentiality agreement with the Company, as referenced in Section 2(b)(iii);
(ii) either directly or indirectly, on Eligible Employees own behalf or on behalf of any other person or entity, by or through any means including but not limited to social media: (i) solicits, invites, induces, causes, or encourages any director, officer, employee, agent, representative, consultant, or contractor of the Company to alter or terminate his, her, or its employment, relationship, or affiliation with the Company; (ii) interferes or attempts to interfere with any aspect of the relationship between the Company and any such director, officer, employee, agent, representative, consultant, or contractor; or (iii) engages, hires, or employs, or causes to be engaged, hired, or employed, in any capacity whatsoever, any such director, officer, employee, agent, representative, consultant, or contractor;
(iii) for any reason, on Eligible Employees own behalf or on behalf of any other person or entity, by or through any means including but not limited to social media: solicits, invites, induces, causes or encourages any of the Companys then current clients, customers, suppliers, vendors, distributors, licensors, licensees or other third party (or any such person or entity whose business the Company was then soliciting or attempting to solicit) to terminate or materially diminish their existing business relationship with the Company or interferes in any other manner with any existing business relationship between the Company and any then current client, customer, supplier, vendor, distributor, licensor, licensee or other third party (or any such person or entity whose business the Company was then soliciting or attempting to solicit);
(iv) directly or indirectly, through any means including but not limited to social media, makes any derogatory, disparaging or negative comments about the products, officers, directors, consultants or employees of the Company or any joint venture partner of the Company (other than providing information to any governmental agency to the extent required by law, or giving truthful testimony in response to direct questions asked pursuant to a lawful subpoena or other legal process); or
(v) breaches Section 4(e).
SECTION 3. AMOUNT OF BENEFITS.
In the event an Eligible Employee incurs a Covered Termination, the Eligible Employee shall receive the benefits set forth in this Section 3, subject, however, to the requirement to provide transition services, if any, requested by the Company described in this Section 3, satisfying the release requirements described in this Section 3, the payment provisions set forth in Section 5 and the other limitations and exclusions set forth in this Plan.
(a) Transition Services. In recognition of the special, unique, unusual, extraordinary, or intellectual character of the services provided by Eligible Employee, the Company (through the action of its Chief Executive Officer(s)) may, in the case of a Covered Termination, request, as a condition of receiving benefits under the Plan, that an Eligible Employee provide transition services to the Company in the capacity of an employee for up to nine (9) months after (i) notice of the Covered Termination has been given by the Company to the Eligible Employee in the case of an Involuntary Termination Without Cause or (ii) the Company has failed to cure the conduct that is the basis for the Termination for Good Reason in the case of such a termination, as applicable. Such transition services will require that the Eligible Employee continue to actively work at a rate greater than fifty percent (50%) of full-time employment status, and shall not constitute a Separation from Service for purposes of this Plan. During such transition services period, the Eligible Employees status will change and the Eligible Employee will cease to be a Section 16 Officer or Corporate Staff Member and, except as described in Section 3(c), shall cease to participate in any Company cash incentive or bonus plan. During such transition services period, the Eligible Employee will continue to (i) receive a base salary at the rate then currently in effect (or such higher rate in effect immediately prior to a reduction that is a basis of the Eligible Employees Termination for Good Reason), in each case,