(e) Accelerated Vesting Upon Termination. In the event of a termination of Executives employment pursuant to any of Section 3.1, Section 3.2, Section 3.3 or Section 3.4, Executives outstanding equity shall be subject to the following: (i) full vesting and either exercisability or settlement, as applicable, of all time-based equity grants regardless of grant date, including, without limitation, the Pre-IPO Awards and the IPO Restricted Stock Grant and (ii) full vesting and either exercisability or settlement, as applicable, of all performance-based equity grants based on satisfaction of applicable performance conditions within 12 months of Executives termination. All outstanding equity grants shall fully vest (and become exercisable or settled, as applicable) upon a Change of Control (as defined herein).
2.5 Retirement and Welfare Plans. During the Employment Period, Executive shall be eligible to participate in employee retirement and welfare benefit plans made available to the Companys senior level executives as a group or to its employees generally, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of the plans. Nothing in this Agreement shall prevent the Company from amending or terminating any retirement, welfare or other employee benefit plans or programs from time to time in a manner that applies no less favorably to Executive than similarly situated employees or senior level executives of the Company, as the Company deems appropriate.
2.6 Vacation. Executive shall be subject in all respects to the terms and conditions of the Companys paid time off policy (which presently allows for unlimited PTO), as may be in effect from time to time, provided that should the Company change its unlimited PTO policy in the future, in no event shall Executive be entitled to take less than four (4) weeks of annual paid vacation.
2.7 Reimbursement of Expenses. Executive shall be reimbursed for all customary and appropriate business-related expenses actually incurred and documented in accordance with the Companys policies applicable to senior level executives.
2.8 Indemnification; D&O Insurance. The Company shall indemnify Executive to the maximum extent permitted by law and its articles of incorporation and by-laws. The Company shall at all times maintain directors and officers liability insurance under which Executive shall be covered on a basis that is no less favorable in any respect than the coverage provided to any then-current director or officer of the Company.
3. Termination. Notwithstanding Section 1, Executives employment shall terminate, and the Employment Period shall terminate concurrently therewith, upon the occurrence of any of the following events:
3.1 Termination Without Cause, Resignation for Good Reason, or Company Non-Renewal of the Employment Period Before a Change of Control.
(a) The Company may terminate Executive at any time without Cause (as defined in Section 3.8) prior to the expiration of the then-current Employment Period from the position in which Executive is employed hereunder upon not less than thirty (30) days prior written notice to Executive, and the Company may terminate Executive upon the last day of the then-current Employment Period by providing the requisite notice not to renew in accordance with Section 1.1 above. The Company shall have the discretion to place Executive on garden leave, and to not require or permit Executive to report to work or to provide any continued services, during the notice period, and the last day of any such notice period shall be the effective date of termination of Executives employment as an active employee. In addition, Executive may initiate a termination of employment by resigning under this Section 3.1 for Good Reason (as defined in, and in accordance with the notice provisions set forth in, Section 3.8) prior to the expiration of the then-current Employment Period.
(b) Upon termination under this Section 3.1, Executive shall receive (i) Executives accrued but unpaid Base Salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive and payable in accordance with the Companys standard expense reimbursement policies, (iii) benefits earned, accrued and due under any retirement plan, health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan, and (iv) any then-accrued-but-unused vacation (collectively, the Guaranteed Payments). With the exception of unreimbursed business expenses, which shall be paid in accordance with Company policy and Section 19 of this Agreement, Executive will be paid the Guaranteed Payments on the Companys first (1st) payroll date after Executives date of termination, or earlier if required by applicable law.
(c) If Executives employment terminates as described in Section 3.1(a) above prior to or in connection with the expiration of the then-current Employment Period and if Executive executes within twenty-one (21) days (or forty-five (45) days to the extent required by applicable law) thereafter and does not revoke a written release of claims in a form mutually acceptable to Executive and the Company releasing the Company from any and all claims with respect to all matters arising out of or related to Executives employment by the Company or the termination thereof (the Release), Executive will be entitled to receive the benefits described below (collectively, the Severance):
(i) Executive shall receive cash severance in an amount equal to one (1) times the sum of Executives Base Salary and Executives Target Bonus (in each case determined without regard to any reduction in Base Salary or Target Bonus giving rise to Good Reason). The severance amount, less all required withholdings and deductions, shall be paid during the one (1) year period commencing on Executives date of termination in substantially equal installments consistent with the Companys regularly scheduled payroll until the Severance has been paid in full (the Severance Period), subject to Section 3.1(d) below; provided, that upon a Change of Control occurring after Executives date of termination, all then-unpaid installments pursuant to this paragraph (i) shall be paid in a lump sum upon the consummation of such Change of Control.