your Option, shall vest immediately prior to your termination, subject to the Separation Conditions (as defined below).
6. Benefits. You may participate in any and all bonus and benefit programs (including health insurance) that the Company establishes and makes available to its employees from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs.
7. Representation Regarding Other Obligations. You also will be required to sign, as a condition of your employment, an Employee Proprietary Information and Inventions Assignment Agreement (the EPIIAA), a copy of which is enclosed. This offer is conditioned on your representation that you are not subject to any confidentiality, non-competition or other agreements that restrict your employment activities or that may affect your ability to devote time and attention to your work at the Company. If you have entered into any agreement that may restrict your activities on behalf of the Company, please provide me with a copy of the agreement as soon as possible. You further represent that you have not used and will not use or disclose any trade secret or other proprietary right of any previous employer or any other party.
8. Termination; Salary Continuation. If, at any time, the Company terminates your employment without Cause or you resign from the Company for Good Reason, and provided, in each case, 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), then subject to your obligations below, you shall be entitled to receive:
(a) an amount equal to six (6) months of your then-current base salary, less all applicable tax withholdings and deductions, paid over a six (6) month period (the Severance Period), on the schedule described below (the Salary Continuation); and
(b) if you are eligible for and timely elect to continue the health insurance coverage under the Companys group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (COBRA) following your termination date, the Company will pay the COBRA group health insurance premiums for you and your eligible dependents until the earliest of (A) the close of the Severance Period, (B) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Section 125 health care reimbursement plan under the Internal Revenue Code of 1986, as amended and the treasury regulations thereunder (the Code). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you, on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the Health Care Benefit Payment). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the Severance Period or (ii) the date you enroll in a health insurance plan offered by another employer or entity.
Your receipt of the amounts in clause (a) and clause (b), above, and the vesting acceleration in Section 5 above, is contingent upon (A) your continued compliance with all applicable restrictive covenants, including, without limitation, your EPIIAA; and (B) your execution and delivery to the Company of an effective, general release of claims in favor of the Company in a form acceptable to the Company (the Release) within 45 days following your termination date (collectively, the Separation Conditions). The Salary Continuation will be paid in equal installments on the Companys regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of your Separation from Service; provided,
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