Common use of Termination Apart from a Change of Control Clause in Contracts

Termination Apart from a Change of Control. If the Employee's employment with the Company terminates as a result of a Regular Involuntary Termination during the term of this Agreement, then the Employee shall be entitled to the following severance benefits: (i) Twelve (12) months of Employee's base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Regular Involuntary Termination; (ii) one hundred percent (100%) of Employee's bonus for the year in which the Regular Involuntary Termination occurs; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee shall become fully vested or released from the Company's repurchase right (if any shares of stock purchased by or granted to the Employee remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with the right to exercise said equity awards within twelve (12) months of such termination; and (iv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (C) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (D) twelve (12) months from the termination date..

Termination Apart from a Change of Control. If Subject to the provisions of this Agreement (including without limitation the provisions of Sections 5 and 6 hereof) if, after the Effective Date of this Agreement, Employee's ’s employment with the Company is terminated by the Company in a Termination Without Cause, [Employee terminates employment with the Company as a result of a Termination for Good Reason] or, with respect to subsection 4(a)(iii) only, Employee’s employment with the Company terminates as a result due to Employee’s death or Disability, then, after the execution and nonrevocation by Employee of a Regular Involuntary Termination during general release of claims in favor of the term Company (which shall not include any release by Employee of this Agreementclaims with respect to which Employee is entitled to indemnification from the Company) (the “Release”), then the Employee shall be entitled to the following severance benefits: (i) Twelve Payment in cash of an amount equal to twelve (12) months of Employee's ’s then current annual base salary as in effect as of the date of such termination, less applicable withholdingsalary, payable in a lump sum within thirty (30) days of the Regular Involuntary Terminationsum; (ii) one hundred percent (100%) of Provided Employee timely elects to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by Employee in the month period following Employee's bonus for the year in which the Regular Involuntary Termination occurs;’s termination; and (iii) all percent ( %) of the then-unvested shares subject to Employee’s stock options or other equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, grants granted by the Company to the Employee, and not previously terminated, prior to such termination of Employee shall become fully vested or released from the Company's repurchase right (if any shares of stock purchased by or granted to the Employee remain subject to such repurchase right) and exercisable as of the date of the termination and, to the extent applicable with respect to the stock option or equity award, exercisable (and to the extent any such equity awards grants are outstanding and unexercisable or unreleased at the time of restricted stock units, then such termination, with the right to exercise said equity awards within twelve (12) months of such termination; and (iv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), units shall be settled within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until set forth in the earlier paragraph below regarding payment of (C) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (D) twelve (12) months from the termination date..cash severance benefits).

Termination Apart from a Change of Control. If the Employee's ’s employment with the Company terminates as a result of a Regular Involuntary Termination during the term of this Agreement, then the Employee shall be entitled to the following severance benefits: (i) Twelve twenty-four (1224) months of Employee's ’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Regular Involuntary Termination; provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 5; (ii) one hundred percent (100%) of Employee's ’s bonus for the year in which the Regular Involuntary Termination occurs; provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 5; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee shall become fully vested or released from the Company's ’s repurchase right (if any shares of stock purchased by or granted to the Employee remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with the right to exercise said . The Employee’s equity awards within shall be exercisable until the earliest of (a) twelve (12) months from the Employee’s date of termination, (b) the latest date the equity award could have expired by its original terms under any circumstances, (c) the tenth (10th) anniversary of the original date of grant of the equity award, or (d) the date provided for under the equity plan under which the award was granted.; and (iv) an amount equal to twelve (12) months of such termination; and (iv) premiums for continuation coverage under COBRA at the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's ’s termination of employment, payable in a lump sum thirty (30) days from the Regular Involuntary Termination; provided, however, that (A) if Employee is a Specified Employee at the Employee constitutes a qualified beneficiarytime of such termination, then payment shall be delayed as defined provided for in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (C) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (D) twelve (12) months from the termination date..5.

Termination Apart from a Change of Control. If the Employee's ’s employment with the Company terminates as a result of a Regular Involuntary Termination during the term of this Agreement, then the Employee shall be entitled to the following severance benefits: (i) Twelve twelve (12) months of Employee's ’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Regular Involuntary Termination; (ii) one hundred percent (100%) of Employee's ’s bonus for the year in which the Regular Involuntary Termination occurs; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee shall become fully vested or released from the Company's ’s repurchase right (if any shares of stock purchased by or granted to the Employee remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with . The period over which the right Employee shall be permitted to exercise said his or her vested equity awards within (including awards that vest as a result of the Agreement) shall be as follows: (a) with respect to equity compensation awards outstanding as of June 20, 2006, such awards shall remain exercisable until the latest of (i) the fifteenth (15th) day of the third month following the date at which any such equity award would have otherwise terminated, (ii) December 31 of the year during which any such equity award would have otherwise terminated, or (iii) such longer period of time (not to exceed twelve (12) months from the date of termination) that would be permissible under Section 409A of the Code and any temporary, proposed or final Treasury Regulations and guidance promulgated thereunder so that the extension of the post- termination exercise period would not be considered a modification (as determined under Section 409A of the Code) of such equity awards; and (b) with respect to equity awards granted to the Employee after June 20, 2006, such awards shall remain exercisable for twelve (12) months from the date of termination; and (iv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's ’s termination of employment; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (CA) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (DB) twelve (12) months from the termination date...

Termination Apart from a Change of Control. If Without duplication of the provisions set forth above in subsection 4(a), if the Employee's ’s employment with the Company terminates as a result of a Regular an Involuntary Termination during Termination, and the term Employee signs the release of this Agreementclaims pursuant to Section 10 hereto, then the Employee shall be entitled to the following severance benefits: (i) Twelve twelve (12) months of Employee's base salary as ’s Base Salary and any applicable allowances in effect as of the date of such the termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Regular Involuntary Termination;, provided, however, that payments hereunder may be delayed for six months if such delay is necessary to avoid the imposition of penalty tax and interest under Section 409A of the Internal Revenue Code; and (ii) one hundred percent (100%) of Employee's bonus for the year in which the Regular Involuntary Termination occurs; (iii) Employee shall be permitted to exercise all equity awards, including without limitation vested stock option grants, restricted stock and stock purchase rights, options granted by the Company to the Employee shall become fully vested or released from the Company's repurchase right (if any shares of stock purchased by or granted prior to the Employee remain subject to such repurchase right) and exercisable as of the date of termination for a period of two (2) years following the termination to Termination Date, provided, however, that the extent such equity awards are outstanding and unexercisable or unreleased at term of the time Employee’s stock options shall not be extended under this paragraph beyond the maximum stated term of such termination, with the right to exercise said equity awards within twelve (12) months of such termination; andstock options. (iviii) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the day of the Employee's termination of employment’s Termination Date; provided, however, that (Ai) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (Bii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health such Company-paid coverage until the earlier of (Ci) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (Dii) twelve (12) months from the termination date..Termination Date, or (iii) the date Employee first receives similar benefits from a new employer

Termination Apart from a Change of Control. If the Employee's ’s employment with the Company terminates as a result of a Regular Good Reason or an Involuntary Termination during the term of this Agreement, then the Employee shall be entitled to the following severance benefits: (i) Twelve twenty-four (1224) months of Employee's ’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Regular Involuntary Terminationtermination; provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 5; (ii) one hundred percent (100%) of Employee's ’s full annual performance target bonus for the year in which the Regular Involuntary Termination termination occurs, payable in a lump sum within thirty (30) days of the termination; provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 5; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee shall become fully vested or released from the Company's ’s repurchase right (if any shares of stock purchased by or granted to the Employee remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with the right to exercise said . The Employee’s equity awards within shall be exercisable until the earliest of (a) twelve (12) months from the Employee’s date of termination, (b) the latest date the equity award could have expired by its original terms under any circumstances, (c) the tenth (10th) anniversary of the original date of grant of the equity award, or (d) the date provided for under the equity plan under which the award was granted; and (iv) an amount equal to twelve (12) months of such termination; and (iv) health insurance premiums for continuation coverage pursuant to COBRA at the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's ’s termination of employment, payable in a lump sum within thirty (30) days of the date of termination; provided, however, that (A) if Employee is a Specified Employee at the Employee constitutes a qualified beneficiarytime of such termination, then payment shall be delayed as defined provided for in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (C) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (D) twelve (12) months from the termination date..5.

Termination Apart from a Change of Control. If the Employee's ’s employment with the Company terminates as a result of a Regular Good Reason or an Involuntary Termination during the term of this Agreement, then the Employee shall be entitled to the following severance benefits: (i) Twelve twelve (12) months of Employee's ’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Regular Involuntary Terminationtermination; provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 6; (ii) one hundred percent (100%) of Employee's ’s full annual performance target bonus for the year in which the Regular Involuntary Termination termination occurs, payable in a lump sum within thirty (30) days of the termination; provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 6; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee shall become fully vested or released from the Company's ’s repurchase right (if any shares of stock purchased by or granted to the Employee remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with the right to exercise said . The Employee’s equity awards shall be exercisable until the earliest of (a) twelve (12) months from the Employee’s date of termination, (b) the latest date the equity award could have expired by its original terms under any circumstances, (c) the tenth (10th) anniversary of the original date of grant of the equity award, or (d) the date provided for under the equity plan under which the award was granted; (iv) all Employee’s outstanding restricted cash awards shall become fully vested, payable in a lump sum within thirty (30) days of the termination; provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 6; and (v) an amount equal to twelve (12) months of such termination; and (iv) health insurance premiums for continuation coverage under COBRA at the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's ’s termination of employment, payable within thirty (30) days of the date of termination; provided, however, that (A) if Employee is a Specified Employee at the Employee constitutes a qualified beneficiarytime of such termination, then payment shall be delayed as defined provided for in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (C) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (D) twelve (12) months from the termination date..6.

Termination Apart from a Change of Control. If the Employee's ’s employment with the Company terminates as a result of a Regular Involuntary Termination during the term of this Agreement, then the Employee shall be entitled to the following severance benefits: (i) Twelve twelve (12) months of Employee's ’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Regular Involuntary Termination; (ii) one hundred percent (100%) of Employee's ’s bonus for the year in which the Regular Involuntary Termination occurs; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee shall become fully vested or released from the Company's ’s repurchase right (if any shares of stock purchased by or granted to the Employee remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with . The period over which the right Employee shall be permitted to exercise said his or her vested equity awards within (including awards that vest as a result of the Agreement) shall be as follows: (a) with respect to equity compensation awards outstanding as of June 20, 2006, such awards shall remain exercisable until the latest of (i) the fifteenth (15th) day of the third month following the date at which any such equity award would have otherwise terminated, (ii) December 31 of the year during which any such equity award would have otherwise terminated, or (iii) such longer period of time (not to exceed twelve (12) months from the date of termination) that would be permissible under Section 409A of the Code and any temporary, proposed or final Treasury Regulations and guidance promulgated thereunder so that the extension of the post-termination exercise period would not be considered a modification (as determined under Section 409A of the Code) of such equity awards; and (b) with respect to equity awards granted to the Employee after June 20, 2006, such awards shall remain exercisable for twelve (12) months from the date of termination; and (iv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's ’s termination of employment; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (CA) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (DB) twelve (12) months from the termination date...

Termination Apart from a Change of Control. If the Employee's ’s employment with the Company terminates as a result of a Regular Good Reason or an Involuntary Termination during the term of this Agreement, then the Employee shall be entitled to the following severance benefits: (i) Twelve twenty-four (1224) months of Employee's ’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Regular Involuntary Terminationtermination; (ii) one hundred percent (100%) of Employee's ’s full annual performance target bonus for the year in which the Regular Involuntary Termination termination occurs, payable in a lump sum within thirty (30) days of the termination; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee shall become fully vested or released from the Company's ’s repurchase right (if any shares of stock purchased by or granted to the Employee remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with the right . The Employee shall be permitted to exercise said his vested equity awards within (including awards that vest as a result of the Agreement) for twelve (12) months from the date of such termination; and (iv) an amount equal to twelve (12) months of health insurance premiums for continuation coverage pursuant to COBRA at the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's ’s termination of employment; provided, however, that payable in a lump sum within thirty (A30) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) days of the Internal Revenue Code date of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (C) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (D) twelve (12) months from the termination date..termination.

Termination Apart from a Change of Control. If the Employee's ’s employment with the Company terminates as a result of a Regular Good Reason or an Involuntary Termination during the term of this Agreement, then the Employee shall be entitled to the following severance benefits: (i) Twelve twelve (12) months of Employee's ’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Regular Involuntary Terminationtermination; (ii) one hundred percent (100%) of Employee's ’s full annual performance target bonus for the year in which the Regular Involuntary Termination termination occurs, payable in a lump sum within thirty (30) days of the termination; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee shall become fully vested or released from the Company's ’s repurchase right (if any shares of stock purchased by or granted to the Employee remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with the right . The Employee shall be permitted to exercise said his vested equity awards within (including awards that vest as a result of the Agreement) for twelve (12) months from the date of such termination; (iv) all Employee’s outstanding restricted cash awards shall become fully vested, payable in a lump sum within thirty (30) days of the termination; and (ivv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's ’s termination of employment; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amendedCode; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide reimburse Employee with for such health coverage until the earlier of (CA) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (DB) twelve (12) months from the termination date...

Termination Apart from a Change of Control. If the Employee's ’s employment with the Company terminates as a result of a Regular Involuntary Termination during the term of this Agreement, then the Employee shall be entitled to the following severance benefits: (i) Twelve twenty-four (1224) months of Employee's ’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Regular Involuntary Termination; (ii) one hundred percent (100%) of Employee's ’s bonus for the year in which the Regular Involuntary Termination occurs; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee shall become fully vested or released from the Company's ’s repurchase right (if any shares of stock purchased by or granted to the Employee remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with . The period over which the right Employee shall be permitted to exercise said his or her vested equity awards within (including awards that vest as a result of the Agreement) shall be as follows: (a) with respect to equity compensation awards outstanding as of June 20, 2006, such awards shall remain exercisable until the latest of (i) the fifteenth (15th) day of the third month following the date at which any such equity award would have otherwise terminated, (ii) December 31 of the year during which any such equity award would have otherwise terminated, or (iii) such longer period of time (not to exceed twelve (12) months from the date of termination) that would be permissible under Section 409A of the Code and any temporary, proposed or final Treasury Regulations and guidance promulgated thereunder so that the extension of the post- termination exercise period would not be considered a modification (as determined under Section 409A of the Code) of such equity awards; and (b) with respect to equity awards granted to the Employee after June 20, 2006, such awards shall remain exercisable for twelve (12) months from the date of termination; and (iv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's ’s termination of employment; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (CA) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (DB) twelve (12) months from the termination date...

Termination Apart from a Change of Control. If the Employee's employment with the Company terminates as a result of a Regular Involuntary Termination during the term of this Agreement, then the Employee shall be entitled to the following severance benefits: (i) Twelve Twenty-four (1224) months of Employee's base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Regular Involuntary Termination; (ii) one hundred percent (100%) of Employee's bonus for the year in which the Regular Involuntary Termination occurs; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee shall become fully vested or released from the Company's repurchase right (if any shares of stock purchased by or granted to the Employee remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with the right to exercise said equity awards within twelve (12) months of such termination; and (iv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (C) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (D) twelve (12) months from the termination date..