3.5 Vacation. Executive shall be eligible to accrue vacation time at the rate of fifteen (15) days per year in accordance with the Company’s vacation policy. Vacation is to be taken at such intervals as shall be appropriate and consistent with the proper performance of Executive’s duties hereunder and as and to the extent permitted under the Company’s vacation policy.
3.6 Expense Reimbursements. The Company will reimburse Executive for all reasonable business expenses Executive incurs in conducting his duties hereunder, pursuant to the Company’s usual expense reimbursement policies.
4. CONFIDENTIAL INFORMATION AND POST-EMPLOYMENT OBLIGATIONS.
As a condition of employment Executive agrees to execute and abide by the Company’s Proprietary Information, Inventions Assignment, Non-Competition and Non-Solicitation Agreement (“PIIA”), attached hereto as Exhibit 1, which may be amended by the parties from time to time without regard to this Agreement. The PIIA contains provisions that are intended by the parties to survive and do survive termination of this Agreement. The Company acknowledges that Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, in the event that Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
5. TERMINATION OF EMPLOYMENT.
5.1 Termination For Cause or Resignation Without Good Reason. If at any time Executive’s employment is terminated by the Company for Cause (defined below), or Executive resigns for any reason other than Good Reason (defined below), the Company shall pay Executive any base salary earned and unused vacation benefits accrued through the date of termination, at the rates then in effect, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive, except as may otherwise be required by law.
5.2 Termination Without Cause or Resignation For Good Reason. If at any time Executive’s employment is terminated without Cause or Executive resigns for Good Reason (as both are defined below), then the Company shall pay Executive any earned but unpaid Base Salary and unused vacation benefits accrued through the date of termination (the “Separation Date”), at the rates then in effect, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for Executive to provide reasonable transition assistance (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s Separation Date, and if Executive allows such Release to become effective in accordance with its terms, which must occur no later than sixty (60) days following Executive’s Separation Date, then Executive shall receive the following benefits:
(a) Salary Continuation. The Company shall continue payment of Executive’s Base Salary as in effect immediately preceding the Separation Date (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of twelve (12) months following the Separation Date (the “Severance Period”), provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date.
(b) COBRA Benefits. If Executive timely elects continued coverage under COBRA for himself under the Company’s group health plans following the Separation Date, then the Company shall pay the COBRA premiums necessary to continue health insurance coverage for Executive (and Executive’s eligible dependents, if applicable) in effect on the Separation Date (the “COBRA Payments”) until the earliest of: (i) the end of the Severance Period; (ii) the date Executive becomes eligible for substantially equivalent group health insurance coverage in connection with a new employer or self-employment; or (iii) the date Executive ceases to be eligible for COBRA