continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Paragraph 5.2(b), the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period
5.3 Termination Without Cause or Resignation For Good Reason Following a Change In Control. If Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason (as both are defined below) within three (3) months prior to or twelve (12) months following a Change in Control (as defined above), then the Company shall pay Executive any Base Salary and accrued and unused vacation benefits earned through the date of termination, at the rates then in effect, less standard deductions and withholdings (the “Change in Control Termination Date”). If Executive furnishes to the Company an executed Release (as defined above) within the time period specified therein, but in no event later than forty-five (45) days following the Change in Control Termination 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 Change in Control Termination Date, then in lieu of the benefits provided to Executive in Section 5.2, Executive shall receive the following benefits:
(a) Salary Continuation. The Company shall continue payment of Executive’s Base Salary as in effect on the Change in Control Termination Date (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of twelve (12) months following the Change in Control Termination Date on the Company’s regular payroll dates (the “Change in Control 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. Executive shall be eligible for the COBRA benefits described in Section 5.2 for a period of twelve (12) months following the Change in Control Termination Date.
(c) Bonus. The Company shall pay to Executive a lump sum cash amount equivalent to Executive’s target annual performance bonus for the year in which the Change in Control Termination Date occurs, prorated based on the number of days that Executive was employed during such performance year, divided by the total number of days in such performance year (the “Bonus Severance Payment”). Executive’s Base Salary as in effect on the Change in Control Termination Date, ignoring any decrease that forms the basis of Executive’s resignation for Good Reason, if applicable, shall be used for calculating Executive’s target annual performance bonus for purposes of the Bonus Severance Payment. The Bonus Severance Payment will be paid within sixty (60) days of the effective date of the Release (namely, the date it can no longer be revoked) but in no event later than March 15 of the year following the year in which the Change in Control Termination Date occurs.
(d) Double Trigger Accelerated Vesting. Effective as of the later of Executive’s Change in Control Termination Date or the effective date of the Change in Control, the vesting and exercisability of all outstanding stock options and other stock awards covering the Company’s Common Stock that are held by Executive as of immediately prior to the Change in Control Termination Date, to the extent such awards are subject to time-based vesting requirements, shall be accelerated (and lapse, in the case of reacquisition or repurchase rights) in full. Executive’s stock options and stock awards shall remain outstanding following Executive’s Change in Control Termination Date if and to the extent necessary to give effect to this Section 5.3(d), subject to earlier termination under the terms of the equity plan under which such awards were granted and the original maximum term of the award (without regard to Executive’s termination).
5.4 Definitions. For purposes of this Agreement, the following terms shall have the following meanings: