Common use of Compensation Following Termination Clause in Contracts

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve (12) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as a result of employment by 88 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve (12) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as a result of employment by 88 79 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section SECTION 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to two times the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) salary during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised stock options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated)termination, and (iii) continuing health coverage for the Executive and his family for a period of twelve twenty-four (1224) months following the date of such terminationmonths, at the level, benefits and cost a level commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply Notwithstanding the foregoing, any lump sum cash payment with respect to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. salary under subclause (i) of the Employee Retirement Income Security Act second sentence of 1974, as amendedSection 9 of the Employment Agreement shall be credited against any lump sum payment under this Paragraph 6 (a) the intention of the Parties being to limit all severance compensation with respect to salary to two full years of salary. (b) The executive Executive shall not be required to mitigate the amount of any payment provided for in this Section SECTION 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section SECTION 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as a the result of employment by 88 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registrationregulation. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve (12) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as a result of employment by 88 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.by

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to ________________ times the highest annual level of total taxable cash compensation (including any and all bonus amounts) paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised stock options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated)termination, and (iii) payment by the Company of continuing health coverage for the Executive and his family for a period of twelve twenty-four (1224) months following the date of such terminationmonths, at the level, benefits and cost a level commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as a the result of employment by 88 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise, provided however, if Executive receives health coverage through subsequent employment during such twenty-four (24) month period at a level commensurate with that which Executive enjoyed with the Company, the Company's obligations under Section 6 (a) (iii) shall cease. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to two times the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or and or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve eighteen (1218) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. et seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as a result of employment by 88 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.by

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve (12) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as a result of employment by 88 70 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to three times the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve twenty-four (1224) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as a result of employment by 88 35 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve (12) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as a result of employment by 88 61 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.

Compensation Following Termination. (a) Subject to the terms and conditions of this Agreement, upon a Termination Following Change in Control, as defined in Section 4, which occurs during the term of this Agreement, the Executive shall be entitled to (i) a lump sum payment, within fifteen (15) days following the date of such termination, in an amount equal to two times the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve eighteen (1218) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control. This continuing health coverage shall apply to the Company's obligation to provide the Executive with COBRA continuation coverage through 608 Section 601 et. et seq. of the Employee Retirement Income Security Act of 1974, as amended. (b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as a result of employment by 88 52 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise. (c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such payments.

Compensation Following Termination. Paragraphs (ac), (d) Subject to and (e) of Section 9 of the terms Agreement shall be amended and conditions restated in their entirety, as follows: (c) If the Executive’s employment is terminated during the Term by the Company (or its successor) upon the occurrence of this Agreement, upon a Termination Following Change in of Control, then the Company (or its successor, as defined in Section 4, which occurs during the term of this Agreement, the Executive applicable) shall be entitled to (i) a lump sum payment, within fifteen (15) days following pay the Executive the Accrued Compensation through the date of such termination, in an amount equal ; (ii) continue to the highest annual level of total taxable compensation paid pay to the Executive by the Company his then current annualized Base Salary and provide him with health insurance (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any identical terms as then provided to all other employees of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twelve (12) months following the date of such termination, at provided, however, that such period shall be increased to eighteen (18) months if such termination occurs on or after the level, benefits and cost commensurate date of FDA Approval (as defined below); (iii) provide Executive with that the maximum amount of his Discretionary Bonus for which he would have been eligible for the year in which the Executive enjoyed with termination occurs, assuming full performance (including the Company immediately prior to such Change in Control. This continuing health coverage shall apply amount of additional Discretionary Bonus payable pursuant to the Company's obligation proviso in Section 4(b) hereof), provided, however, that if such termination occurs on or after the date of FDA Approval, then the payment under this clause (iii) shall be equal to 150% of his maximum Discretionary Bonus (including the additional amount pursuant to the proviso in Section 4(b) hereof); and (iv) immediately accelerate the vesting of Executive’s unvested Options (as defined in Section 4(c) above) to provide the Executive with COBRA continuation coverage through 608 Section 601 et. seq. for vesting of the Employee Retirement Income Security Act of 1974, as amendedall remaining unvested Options. (bd) The executive shall not be required to mitigate If the amount of any payment provided for in this Section 6 by seeking other Executive’s employment or otherwise, nor shall is terminated during the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law Term either (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned i) by the Executive Company other than for Cause, upon a Change of Control, or as a result of employment the Executive’s death or Disability or (ii) by 88 - another employer the Executive for a Good Reason, then the Company shall pay the Executive or by retirement benefits his estate, heirs, successors, or assigns (1) the Accrued Compensation through the date of such termination; (2) continue to pay to the Executive his then current annualized Base Salary and provide him with health insurance (on the identical terms as then provided to all other employees of the Company) for a period of twelve (12) months following the date of such termination, provided, however, that such period shall be increased to eighteen (18) months if such termination occurs on or after the date of FDA Approval; (iii) provide Executive with the maximum amount of his Discretionary Bonus for which he would have been eligible for the year in which the termination occurs, assuming full performance (but disregarding any additional Discretionary Bonus payable pursuant to the proviso in Section 4(b) hereof), and pro-rated for the number of months that Executive was employed by the Company for such year, provided, however, that if such termination occurs on or voluntary terminationafter the date of FDA Approval, then the payment under this clause (iii) shall be equal to 150% of his maximum Discretionary Bonus (disregarding any additional amount pursuant to the proviso in Section 4(b) hereof), and pro-rated for the number of months that Executive was employed by the Company for such year; and (iv) immediately accelerate the vesting of Executive’s unvested Options to provide for twelve (12) additional months of vesting, provided, however, that such period shall be increased to eighteen (18) months if such termination occurs on or otherwiseafter the date of FDA Approval. (ce) Anything If the Company elects not to renew this Agreement at the end of the Term or any Additional Term thereafter other than for Cause or the Executive elects not to renew this Agreement at the end of the Term or any Additional Term for Good Reason, then the Company shall pay the Executive (1) the Accrued Compensation through the date of such termination; (2) continue to pay to the contrary notwithstandingExecutive his then current annualized Base Salary and provide him with health insurance (on the identical terms as then provided to all other employees of the Company) for a period of twelve (12) months following the date of such termination, all payments required provided, however, that such period shall be increased to be made eighteen (18) months if such termination occurs on or after the date of FDA Approval; (iii) provide Executive with the maximum amount of his Discretionary Bonus for which he would have been eligible for the year in which the termination occurs, assuming full performance (but disregarding any additional Discretionary Bonus payable pursuant to the proviso in Section 4(b) hereof), and pro-rated for the number of months that Executive was employed by the Company hereunder for such year, provided, however, that if such termination occurs on or after the date of FDA Approval, then the payment under this clause (iii) shall be equal to 150% of his maximum Discretionary Bonus (disregarding any additional amount pursuant to the proviso in Section 4(b) hereof), and pro-rated for the number of months that Executive or his estate or beneficiaries was employed by the Company for such year; and (iv) immediately accelerate the vesting of Executive’s unvested Options to provide for twelve (12) additional months of vesting, provided, however, that such period shall be subject increased to eighteen (18) months if such termination occurs on or after the withholding date of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or registration. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of any or all of such paymentsFDA Approval.