Notwithstanding anything to the contrary in Section  4(b) , in the event Executive’s employment terminates without Cause pursuant to Section  3(a)(iv) , or pursuant to Section  3(a)(v) due to Executive’s resignation for Good Reason, in either case, within 60 days prior to or 12 months following the date of a Change in Control, subject to Executive signing on or before the 21st day following Executive’s Separation from Service, and not revoking, the Release, and Executive’s continued compliance with Section  5 , Executive shall be entitled to receive, without duplication, (i) the payments and benefits described in Section  4(b) and (ii) immediate vesting of all unvested equity or equity-based awards held by Executive under any Company equity compensation plan that vest solely based on the passage of time (for the avoidance of doubt, with any such awards that vest in whole or in part based on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement).