(B)For the eighteen (18)-month period immediately following such termination, the Company shall arrange to provide Executive and his dependents the additional benefits specified in Section 3(c) substantially similar to those provided to Executive and his dependents by the Company immediately prior to the date of termination, at no greater cost to Executive or the Company than the cost to Executive and the Company immediately prior to such date. Benefits otherwise receivable by Executive pursuant to this Section 5(b)(ii) shall cease immediately upon the discovery by the Company of Executive’s breach of the covenants contained in Sections 6 or 7 hereof. In addition, benefits otherwise receivable by Executive pursuant to this Section 5(b)(ii) shall be reduced to the extent benefits of the same type are received by Executive during the eighteen (18)-month period following Executive’s termination of employment (and any such benefits received by or made available to Executive shall be reported to the Company by Executive); provided, however, that the Company shall reimburse Executive for the excess, if any, of the cost of such benefits to Executive over such cost immediately prior to the date of termination.
(C)Executive’s accrued vacation (determined in accordance with Company policy) at the time of termination shall be paid as soon as reasonably practicable.
(D)If Executive’s employment with the Company terminates during the Term and Executive is eligible for benefits under this Section 5(b)(ii), Executive shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to Executive by the Company pursuant to this Section 5(b)(ii), and there shall be no reduction or offset of such payments following Executive’s obtaining any other employment.
(E)All unvested outstanding time-based equity awards shall immediately vest in full, as provided in the applicable equity award agreements.
(F)A condition precedent to the Company’s obligations to pay the severance and benefits in Section 5(b)(i) and/or Section 5(b)(ii) shall be the Executive’s execution and delivery within fifty-five (55) days following his termination of such role(s) of a timely, effective and irrevocable release of claims in favor of the Company, the Parent and their controlled affiliates with respect to such terminated role(s), in the form as set forth in Exhibit A to this Agreement (such condition, the “Release Condition”); it being agreed and understood, that in the case of a termination of only the Executive’s CEO role then such release of claims shall be limited to the Executive’s CEO role and in the case of termination of all his role then such release of shall apply to all his roles with the Company, in each case using the form attached in Exhibit A to this Agreement. If the Executive fails to execute and deliver such release of claims within such fifty-five (55) day period, or if he revokes such release as provided therein, then he shall not receive the payments and benefits provided in Section 5(b)(i) and 5(b)(ii) or any other payment to which he is not otherwise entitled, except as provided in this Agreement. Payments and benefits of amounts which do not constitute nonqualified deferred compensation and are not subject to Section 409A (as defined below) shall commence five (5) days after the Release Condition is satisfied and payments and benefits which are subject to Section 409A shall commence on the sixtieth (60th) day after termination of employment (subject to further delay, if required pursuant to Section 9(b) below) provided that the Release Condition is satisfied.
(c)Change in Control Termination. Upon a Change in Control Termination, and subject to the limitation in Section 5(b)(ii)(G) above, Executive shall be entitled to the payments and benefits as set forth in Section 5(b)(ii) above, and in addition all outstanding unvested performance-