under the Series B Second Tranche Grant has commenced) shall vest in full upon the occurrence of the Constructive Termination, accelerated to one hundred percent (100%) vesting in the event Constructive Termination occurs within thirty days prior to or one hundred eighty days following a Corporate Transaction (as defined below); (iv) at your request, the post-termination exercise grace period set forth in your stock option agreements shall be extended to provide for an exercise period of up to 180 days following the Constructive Termination; provided, however, that such post-termination exercise grace period shall not be extended beyond the period of time that would enable the stock option to remain exempt under IRS Regulation 409A.
3. Section 9.(c) Termination of Employment and Severance Benefits By the Company Without Cause, the first paragraph of such section is hereby deleted and replaced with the following:
The Company may terminate your employment hereunder without Cause. In the event of such termination, in addition to Final Compensation, you shall be entitled to the following: (i) provided that no benefits are payable to you under a separate severance agreement as a result of such termination, an amount equal to twelve (12) months of your Base Salary at the rate in effect on the date of termination, provided however, that in the event of your termination Without Cause occurs at such time as the Companys business is being discontinued because rendered impracticable by substantial financial losses, lack of funding, legal decisions, administrative rulings, declaration of war, dissolution, national or local economic depression or crisis or any reasons beyond the control of the Company this amount shall be reduced to five (5) months of your Base Salary at the rate in effect on the date of termination, in either case less applicable withholdings and deductions, paid in a lump sum as provided below (the Severance Payment); (ii) if you are participating in the Companys group health insurance plans on the effective date of termination, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of your COBRA premiums that the Company was paying prior to the effective date of termination for twelve (12) months following or for the continuation period for which Employee is eligible, whichever is shorter and in the event the continuation period is provided by state law and is less than twelve (12) months, pay to you the premium payments it would have made for the remainder of the twelve (12) month period (the COBRA Premiums); (iii) fifty percent (50%) of any unvested stock options or unvested restricted shares held by you (excluding the Series B Second Tranche Grant, unless the date of such termination without Cause occurs after either (i) the closing date of the Series B Second Tranche, or (ii) the date that the Board of Directors or Compensation Committee thereof has otherwise determined that the vesting under the Series B Second Tranche Grant has commenced) shall vest in full upon the occurrence of your termination without Cause, accelerated to one hundred percent (100%) vesting in the event your termination without Cause occurs within thirty (30) days prior to or One hundred eighty (180) days following a Corporate Transaction (as defined below); (iv) at your request, the post-termination exercise grace period set forth in your stock option agreements shall be extended to provide for an exercise period of up to 180 days following the Termination Without Cause; provided, however, that such post-termination exercise grace period shall