Common use of Severance Upon a Change in Control Clause in Contracts

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12) month period following the effective date of a Change of Control, then in addition to all salary and bonuses accrued as of the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve (12) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee an amount equal to the greater of (A) the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which Employee was receiving immediately prior to the Change of Control, in each case, in accordance with the Company’s standard payroll practices; (ii) the average bonus paid by the Company to Employee for services during each of the three 12- month periods (or such shorter period of time during which Employee was eligible for a bonus) prior to the Involuntary Termination date, which payments shall be paid during the Change of Control Severance Period in accordance with the Company’s standard payroll practices; and (iii) reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through the earlier of the end of the Change of Control Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) of the shares of Company common stock subject thereto. Employee’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the plan and option or award agreement pursuant to which such options and other equity awards were granted.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12) -month period following the effective date of a Change of in Control, then in addition to all salary accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and bonuses accrued as of accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve (12) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) the monthly base salary which eighteen (18) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which eighteen (18) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change of in Control, in each case, in accordance with the Company’s standard payroll practices; (ii) the average Company shall pay to Employee in one lump sum (A) any accrued but unpaid bonus paid for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Company to Employee for services during each Compensation Committee of the three 12- month periods Board in its discretion), plus (or such shorter period B) 100% of the Employee’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occurs; (iii) full acceleration of the vesting of all equity awards held by Employee at the time during which Employee was eligible for a bonus) prior to of the Involuntary Termination dateTermination, which payments shall be paid during the Change of Control Severance Period in accordance with the Company’s standard payroll practicesincluding any options, restricted stock, restricted stock units or other awards; and (iiiiv) reimbursement for or the cost of continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through for a period continuing until the earlier of eighteen (18) months following the end of the Change of Control Severance Period Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable lawlaw (the “Change in Control COBRA Coverage Period”). In addition, If any of the Company’s health benefits are self-funded as of the date of Employee’s stock optionsInvoluntary Termination, restricted stock and other equity awards shall immediately vest, become exercisable and/or or if the restrictions thereon lapse with respect to one hundred percent (100%) Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the shares Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iv) above, the Company common stock subject theretoshall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable pursuant to clauses (i) and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s stock options, restricted stock Release becomes effective and other equity awards shall otherwise be subject to the terms of the plan and option or award agreement pursuant to which such options and other equity awards were grantedirrevocable.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve three (123) month period months prior to or eighteen (18) months following the effective date of a Change of Control, then in addition to all base salary and bonuses accrued as of and unused vacation benefits earned through the date of Employee’s termination at the rate in effect at the time of employmenttermination, less standard deductions and withholdings, Employee will be entitled to receive severance benefits as follows: follows (less standard deductions and withholdings): (i) during the period commencing on the date of Employee’s termination and ending on the date an amount equal to twelve (12) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee an amount equal to of the greater of (A) the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which Employee was receiving immediately prior to the Change of Control, in each case, payable in accordance with a lump sum on the Company’s standard first payroll practicesdate following the date the Release (as described in Section 4(b) becomes effective and irrevocable; (ii) an amount equal to the average bonus paid by the Company to Employee for services during each of the three 12- 12-month periods (or such shorter period of time during which Employee was eligible for a bonus) prior to the Involuntary Termination date, which payments shall be paid during payable in a lump sum on the Change of Control Severance Period first payroll date following the date the Release (as described in accordance with the Company’s standard payroll practicesSection 4(b) becomes effective and irrevocable; and (iii) reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through the earlier of the end of the Change of Control Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In addition, on the date of such Involuntary Termination, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) of the shares of Company common stock subject thereto. Employee’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the plan and option or award agreement pursuant to which such options and other equity awards were granted.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12) -month period following the effective date of a Change of in Control, then in addition to all salary accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and bonuses accrued as of accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve (12) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) the monthly base salary which twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change of in Control, in each case, in accordance with the Company’s standard payroll practices; (ii) the Company shall pay to Employee in one lump sum (A) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the average bonus of the bonuses paid by the Company to Employee for services during each of the three 12- month periods most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of the Involuntary Termination date(and, which payments to the extent Employee was not employed for an entire fiscal year, the bonus received by Employee for such fiscal year shall be paid during annualized for purposes of the Change preceding calculation); (iii) full acceleration of Control Severance Period in accordance with the Company’s standard payroll practicesvesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iiiiv) reimbursement for or the cost of continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through for a period continuing until the earlier of twelve (12) months following the end of the Change of Control Severance Period Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable lawlaw (the "Change in Control COBRA Coverage Period"). In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) If any of the shares of Company common stock subject thereto. EmployeeCompany’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms health benefits are self-funded as of the plan and option date of Employee's Involuntary Termination, or award agreement if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (ii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable pursuant to which such options clauses (i) and other equity awards were granted(ii) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocable.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12) -month period following the effective date of a Change of Control, then in addition to all salary and bonuses accrued as of the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve (12) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) the monthly base salary which 12 months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which 12 months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change of Control, in each case, in accordance with the Company’s standard payroll practices; (ii) the Company shall pay to Employee in one lump sum (A) any unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid), plus (B) 100% of the average bonus paid by the Company to Employee for services during each of the three 12- month periods most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of the Involuntary Termination date, which payments shall be paid during the Change of Control Severance Period in accordance with the Company’s standard payroll practicesTermination; and (iii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards, and (iv) reimbursement for or the cost of continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through for a period continuing until the earlier of 12 months following the end of the Change of Control Severance Period Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) of the shares of Company common stock subject thereto. Employee’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the plan and option or award agreement pursuant to which such options and other equity awards were granted.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12) -month period following the effective date of a Change of Control, then in addition to all salary and bonuses accrued as of the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve (12) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) the monthly base salary which six (6) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which six (6) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change of Control, in each case, in accordance with the Company’s standard payroll practices; (ii) the Company shall pay to Employee in one lump sum (A) any unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid), plus (B) 100% of the average bonus paid by the Company to Employee for services during each of the three 12- month periods most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of the Involuntary Termination date, which payments shall be paid during the Change of Control Severance Period in accordance with the Company’s standard payroll practicesTermination; and (iii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards, and (iv) reimbursement for or the cost of continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through for a period continuing until the earlier of six (6) months following the end of the Change of Control Severance Period Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) of the shares of Company common stock subject thereto. Employee’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the plan and option or award agreement pursuant to which such options and other equity awards were granted.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12) month period following the effective date of a Change of Control, then in addition to all salary and bonuses accrued as of the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve (12) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee an amount equal to the greater of (A) the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which Employee was receiving immediately prior to the Change of Control, in each case, in accordance with the Company’s standard payroll practices; (ii) the average bonus paid by the Company to Employee for services during each of the three 12- 12-month periods (or such shorter period of time during which Employee was eligible for a bonus) prior to the Involuntary Termination date, which payments shall be paid during the Change of Control Severance Period in accordance with the Company’s standard payroll practices; and (iii) reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through the earlier of the end of the Change of Control Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) of the shares of Company common stock subject thereto. Employee’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the plan and option or award agreement pursuant to which such options and other equity awards were granted.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12) -month period following the effective date of a Change of Control, then in addition to all salary and bonuses accrued as of the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve (12) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) the monthly base salary which 9 months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which 9 months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change of Control, in each case, in accordance with the Company’s standard payroll practices; (ii) the Company shall pay to Employee in one lump sum (A) any unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid), plus (B) 100% of the average bonus paid by the Company to Employee for services during each of the three 12- month periods most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of the Involuntary Termination date, which payments shall be paid during the Change of Control Severance Period in accordance with the Company’s standard payroll practicesTermination; and (iii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards, and (iv) reimbursement for or the cost of continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through for a period continuing until the earlier of 9 months following the end of the Change of Control Severance Period Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) of the shares of Company common stock subject thereto. Employee’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the plan and option or award agreement pursuant to which such options and other equity awards were granted.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12) -month period following the effective date of a Change of in Control, then in addition to all salary accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and bonuses accrued as of accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve (12) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) the monthly base salary which twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change of in Control, in each case, in accordance with the Company’s standard payroll practices; (ii) the Company shall pay to Employee in one lump sum (A) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the average bonus of the bonuses paid by the Company to Employee for services during each of the three 12- month periods most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of the Involuntary Termination date(and, which payments to the extent Employee was not employed for an entire fiscal year, the bonus received by Employee for such fiscal year shall be paid during annualized for purposes of the Change preceding calculation); (iii) full acceleration of Control Severance Period in accordance with the Company’s standard payroll practicesvesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards,; and (iiiiv) reimbursement for or the cost of continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through for a period continuing until the earlier of twelve (12) months following the end of the Change of Control Severance Period Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable lawlaw (the “Change in Control COBRA Coverage Period”). In addition, If any of the Company’s health benefits are self-funded as of the date of Employee’s stock optionsInvoluntary Termination, restricted stock and other equity awards shall immediately vest, become exercisable and/or or if the restrictions thereon lapse with respect to one hundred percent (100%) Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the shares Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (ii) above, the Company common stock subject theretoshall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable pursuant to clauses (i) and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s stock options, restricted stock Release becomes effective and other equity awards shall otherwise be subject to the terms of the plan and option or award agreement pursuant to which such options and other equity awards were grantedirrevocable.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12) month period following the effective date of a Change of Control, then in addition to all salary and bonuses accrued as of the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve eighteen (1218) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee an amount equal to the greater of (A) the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which Employee was receiving immediately prior to the Change of Control, in each case, in accordance with the Company’s standard payroll practices; (ii) one hundred and fifty percent (150%) of the average bonus paid by the Company to Employee for services during each of the three 12- month periods (or such shorter period of time during which Employee was eligible for a bonus) prior to the Involuntary Termination date, which payments shall be paid during the Change of Control Severance Period in accordance with the Company’s standard payroll practices; and (iii) reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through the earlier of the end of the Change of Control Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) of the shares of Company common stock subject thereto. Employee’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the plan and option or award agreement pursuant to which such options and other equity awards were granted.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12) -month period following the effective date of a Change of in Control, then in addition to all salary accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and bonuses accrued as of accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve (12) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) the monthly base salary which six (6) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) the monthly base salary which six (6) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change of in Control, in each case, in accordance with the Company’s standard payroll practices; (ii) the Company shall pay to Employee in one lump sum (A) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the average bonus of the bonuses paid by the Company to Employee for services during each of the three 12- month periods most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of the Involuntary Termination date(and, which payments to the extent Employee was not employed for an entire fiscal year, the bonus received by Employee for such fiscal year shall be paid during annualized for purposes of the Change of Control Severance Period in accordance with the Company’s standard payroll practicespreceding calculation); and (iii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards, and (iv) reimbursement for or the cost of continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law through for a period continuing until the earlier of six (6) months following the end of the Change of Control Severance Period Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable lawlaw (the "Change in Control COBRA Coverage Period"). In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (100%) If any of the shares of Company common stock subject thereto. EmployeeCompany’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms health benefits are self-funded as of the plan and option date of Employee's Involuntary Termination, or award agreement if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (ii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable pursuant to which such options clauses (i) and other equity awards were granted(ii) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocable.