(i) The Company may terminate Executive’s employment with the Company at any time for Cause. Further, Executive may resign at any time without Good Reason. Executive’s employment with the Company may also be terminated due to Executive’s death or Permanent Disability. For purposes of this Agreement, “ Permanent Disability ” means Executive is unable to perform the essential functions of Executive’s position, with reasonable accommodation, for a period of at least 180 consecutive days because of a physical or mental impairment as determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances. (ii) If Executive resigns without Good Reason, or the Company terminates Executive’s employment for Cause, or upon Executive’s death or Permanent Disability, then (i) Executive will cease to vest in any time-vested equity award, (ii) any equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award, (iii) all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned and vested benefits as required by law), and (iv) Executive will not be entitled to any severance benefits, including (without limitation) the payments and benefits described in Section 5.2, above. Notwithstanding the foregoing, Executive is entitled to any continuation of benefits required by COBRA or applicable law and, in the case of termination upon Executive’s death or Permanent Disability, payment of Executive’s Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, pro-rated for the period from the beginning of the calendar year up to the Termination Date, and payable in accordance with the terms of the Bonus Plan. 6. Conditions to Receipt of Severance Payments and Benefits. The receipt of the severance payments and benefits described in Section 5.2, above, will be subject to Executive signing and not revoking a separation agreement and release of claims (including nondisparagement and no cooperation provisions) in the form provided by the Company (the “ Separation Agreement ”) within a time period specified by the Company, but not to exceed fifty-three (53) days (such deadline, the “ Release Deadline ”). No such payments or benefits will be paid or provided until the Separation Agreement becomes effective. If the Separation Agreement does not become effective by the Release Deadline, Executive will forfeit any rights to receive or retain the severance payments and benefits described in Section 5.2, or other benefits under this Separation Agreement. Executive shall also resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination. 7. Section 409A. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1896, as amended (the “ Code ”) provided under Treasury Regulations 1.409A ‑ 1(b)(4), 1.409A ‑ 1(b)(5) and 1.409A ‑ 1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A ‑ 2(b)(2)(iii)), Executive’s right to receive any installment payments