the Special Severance Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.
(c) Accelerated Vesting. The vesting and exercisability of all outstanding options, restricted stock unit awards, and other equity awards covering the Company’s common stock that are held by you as of immediately prior to the Involuntary Termination, to the extent such equity awards would otherwise have vested solely conditioned on your continued services with the Company, shall accelerate vesting in accordance with their applicable vesting schedules as if you had completed an additional six (6) months of service with the Company as of the Separation Date. For the avoidance of doubt, equity awards which vest wholly or partially subject to the attainment of performance goals are not eligible to accelerate vesting pursuant to this subsection.
7.4 Involuntary Termination in Connection with a Change in Control. If you are subject to an Involuntary Termination during the Change in Control Period, and provided that you remain in compliance with the terms of this Agreement (including the conditions described in Section 7.7 below), the Company shall provide you with the following benefits (the “CIC Severance Benefits”)
(a) Cash Severance. The Company shall pay you, as severance,
(i) an amount equal to 100% of your Base Salary in effect as of the Separation Date, subject to standard payroll deductions and withholdings, plus 100% of your target Annual Bonus amount for the year in which the Involuntary Termination occurs, in a lump sum on the first regularly scheduled payroll date following the Release Deadline, but in no event later than March 15 of the year following the year in which your Separation from Service occurs; and
(ii) Pro-Rata Bonus, payable upon the later of (x) the same time annual bonuses for such year are paid to actively-employed senior executives of the Company, (y) the first payroll date following the effective date of the Separation Agreement, but in either case, no later than March 15 of the year following the year in which Separation from Service occurs.
(b) Payment of Continued Group Health Plan Benefits. You will receive the payment for continued group health plan benefits described in Section 7.3(b) above.
(c) Accelerated Vesting. The vesting and exercisability of all outstanding time-based stock options and other time-based equity awards covering the Company’s common stock and restricted stock units that are held by you as of immediately prior to the Separation Date shall accelerate vesting in full effective as of the later of the Separation Date or the effective date of the Change in Control (the “CIC Acceleration Benefit”). For the avoidance of doubt, the CIC Acceleration Benefit is conditioned upon the actual consummation of a Change in Control.
7.5 Termination due to Death or Disability. If your employment with the Company terminates due to your death or Disability, then (a) the vesting and exercisability of all outstanding options, restricted stock awards, and other equity awards covering the Company’s common stock that are held by you as of immediately prior to your death or Disability, to the extent such equity awards would otherwise have vested solely conditioned on your continued services with the Company, shall accelerate vesting in accordance with their applicable vesting schedules as if you had completed an additional
4.