Common use of ADEA Waiver Clause in Contracts

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) days to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); (d) Employee has seven (7) days following Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) days to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); (d) Employee has seven (7) days following Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee The Executive has read this Release carefully and expressly acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing agrees that: (a) Employee’s waiver and release do not apply in return for this Release, the Executive will receive consideration beyond that which he or she was already entitled to any rights or claims that may arise after the execution date of receive before entering into this Severance AgreementRelease; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) days to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); (d) Employee has seven (7) days following Employee’s execution Executive was given a copy of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to Release on [_______, 20__] and informed that he or she had at ChannelAdvisorleast 21 days to consider all of its terms and that if the Executive wished to execute this Release prior to expiration of such 21-day period, he or she should execute the Acknowledgment and Waiver attached hereto as Exhibit B-1; (c) the Executive is hereby advised in writing by this Release to consult with any attorney and any other advisors of the Executive’s choice prior to executing this Release; (d) the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any and all rights and claims that the Executive may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the date of execution of this Release; and (e) nothing in this Severance Release prevents or precludes the Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Agreement shall until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. In the event the Executive exercises this right of revocation, neither the Company nor the Executive will have any obligations under this Release. Finally, the Executive has not be effective until been forced or pressured in any manner whatsoever to sign this Release, and the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”)Executive agrees to all of its terms voluntarily.

ADEA Waiver. [Applicable only if over 40] Employee Executive acknowledges that Employee is Executive knowingly and voluntarily waiving waives and releasing releases any rights Employee Executive may have under the ADEA, as amended. Employee Executive also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraphs hereof is in addition to anything of value to which Employee Executive was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee Executive further acknowledges that Employee has been advised by this writing that: (a) EmployeeExecutive has carefully read and fully understands the provisions of this Agreement; (b) Executive is, through this Agreement, releasing the Company from any and all claims Executive may have against it, its parent, subsidiaries, predecessors, successors, affiliates and related entities and other parties described above; (c) Executive has knowingly and voluntarily agreed to all of the terms set forth in the Agreement; (d) Executive knowingly and voluntarily intends to be legally bound by the Agreement; (e) this Agreement shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after this Agreement is executed by Executive, provided that the Company has also executed this Agreement by that date (“Effective Date”); (f) Executive’s waiver and release do not apply to any rights or claims that may arise after the execution date Effective Date of this Severance Agreement; (bg) Employee Executive has been advised and Executive is hereby that Employee should advised to consult with an attorney prior to executing this Severance Agreement; (ch) Employee Executive has twenty-one (21) days to consider this Severance Agreement (although Employee Executive may choose to voluntarily execute this Severance Agreement earlier andearlier), if Employee does, Employee will but may not sign this Agreement prior to the Consideration Period waiver below)Resignation Date; and (di) Employee Executive has seven (7) days following Employee’s the execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”)Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly By execution of this Agreement, Executive expressly waives any and voluntarily waiving and releasing any all rights Employee may have to claims under the ADEAAge Discrimination in Employment Act of 1967, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled29 U.S.C. § 621, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing thatet seq.: (a) EmployeeExecutive acknowledges that Executive’s waiver of rights or claims refers to rights or claims arising under the Age Discrimination in Employment Act of 1967, is in writing and release do is understood by Executive; (b) Executive expressly understands that by execution of this document, Executive does not apply to waive any rights or claims that may arise after the execution date of this Severance Agreementthe waiver is executed; (bc) Employee has been Executive acknowledges that the waiver of Executive’s rights or claims arising under the Age Discrimination in Employment Act is in exchange for the consideration outlined in this Agreement which is above and beyond that to which Executive is entitled; (d) Executive acknowledges that the Company expressly advised hereby that Employee should Executive to consult with an attorney of Executive’s choosing prior to executing this Severance Agreement; (c) Employee document and that Executive has been given a period of not less than twenty-one (21) days within which to consider this Severance Agreement document; and (although Employee may choose e) Executive acknowledges that Executive has been advised by the Company that Executive is entitled to voluntarily execute revoke (in the event Executive executes this Severance Agreement earlier and, if Employee does, Employee will sign document) Executive’s waiver of rights or claims arising under the Consideration Period waiver below); (d) Employee has Age Discrimination in Employment Act within seven (7) days following Employee’s execution of after executing this Severance Agreement to revoke document and that said waiver will not and does not become effective or enforceable until the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor; and seven (e7) this Severance day revocation period has expired. This Agreement shall not be become effective or enforceable until the date upon which the revocation period has expired unexercised, which and no payments pursuant to this Agreement shall be made until the eighth 8th day after following execution of this Severance Agreement is executed by Employee (the “Effective Date”)Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee she is knowingly and voluntarily waiving and releasing any rights Employee she may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee she has been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do her ADEA Waiver does not apply to any rights or claims that may arise after the execution date of she signs this Severance Agreement; (bii) Employee has been advised hereby that Employee she should consult with an attorney prior to executing signing this Severance AgreementAgreement (although she may choose voluntarily not to do so); (ciii) Employee she has twenty-one (21) days to consider this Severance Agreement (although Employee she may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (div) Employee she has seven (7) days following Employee’s execution of the date she signs this Severance Agreement to revoke it, with such revocation to be effective only if she delivers written notice of revocation to the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorCompany within the seven (7)-day period; and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after Employee signs this Severance Agreement is executed by or, in the case of the Termination Date Affirmation, the eighth day after Employee signs this Affirmation (the “Effective Date”). To revoke the Agreement, Employee must deliver a written statement of revocation to Exelixis, Inc., c/o Xxxxx Xxxxxxx, Executive Director, Human Resources, 000 X. Xxxxx Xxxxxx, X.X. Xxx 000, Xxxxx Xxx Xxxxxxxxx, XX 00000-0000, by hand delivery by no later than the close of business on the seventh day after signing the Agreement or by registered or certified mail postmarked within the seven-day revocation period, along with a faxed copy of Employee’s revocation to 000-000-0000 within the seven-day revocation period.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges Federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do ADEA Waiver does not apply to any rights or claims that may arise after the execution date of Employee executes this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one has 21 calendar days from the employment end date (21the “Release Deadline”) days within which to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has seven (7) have 7 calendar days following the execution of this Agreement to revoke Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorAgreement; and (e) the execution of this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after Employee executes this Severance Agreement provided that Employee has not revoked it. Employee agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this section. To revoke Employee’s execution of this Agreement, Employee must email the Company notice of revocation at the email address listed below to the end of the 7-day period. Employee acknowledges that Employee’s execution of this Agreement is executed by knowing and voluntary. The offer to any amount beyond the Accrued Benefits described in Section 2 of this Agreement will be automatically withdrawn if Employee (does not execute this Agreement within the “Effective Date”)Release Deadline.

ADEA Waiver. [Applicable only if over 40] Employee The Executive has read this Release carefully and expressly acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing agrees that: (a) Employee’s waiver and release do not apply in return for this Release, the Executive will receive consideration beyond that which he or she was already entitled to any rights or claims that may arise after the execution date of receive before entering into this Severance AgreementRelease; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) days to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); (d) Employee has seven (7) days following Employee’s execution Executive was given a copy of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to Release on [_______, 20__] and informed that he or she had at ChannelAdvisorleast 21 days to consider all of its terms and that if the Executive wished to execute this Release prior to expiration of such 21-day period, he or she should execute the Acknowledgment and Waiver attached hereto as Exhibit A-1; (c) the Executive is hereby advised in writing by this Release to consult with any attorney and any other advisors of the Executive’s choice prior to executing this Release; (d) the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any and all rights and claims that the Executive may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the date of execution of this Release; and (e) nothing in this Severance Release prevents or precludes the Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Agreement shall until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. In the event the Executive exercises this right of revocation, neither the Company nor the Executive will have any obligations under this Release. Finally, the Executive has not be effective until been forced or pressured in any manner whatsoever to sign this Release, and the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”)Executive agrees to all of its terms voluntarily.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly The release in this Release and voluntarily waiving and releasing any rights Employee may have Waiver also includes a waiver of claims against the Releasees under the ADEAADEA and the Older Workers Benefit Protection Act (“OWBPA”) (collectively, as amended“ADEA Waiver”). Employee also acknowledges Therefore, pursuant to the requirements of the ADEA and the OWBPA, I specifically acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee I was already entitled, entitled and (ii) is adequate for the ADEA waiver contemplated by this Release and Waiver. I further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has I have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do my ADEA Waiver does not apply to any rights or claims that may arise after the execution date of I sign this Severance AgreementRelease and Waiver; (b) Employee has I have been advised hereby that Employee should to consult with an attorney of my choosing concerning the legal significance of this Release and Waiver prior to executing this Severance Agreementsigning; (c) Employee I have twenty-one (21) days to consider this Severance Agreement Release and Waiver (although Employee I may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has I have seven (7) days following Employee’s execution of the date I sign this Severance Agreement Release and Waiver to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorADEA Waiver; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after I sign this Severance Agreement is executed by Employee (the “Effective Date”)Release and Waiver.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee you have at least twenty-one (21) days from the date you receive this Agreement to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing and actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Board; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). Notwithstanding the preceding, the Consulting Relationship shall be effective as of the day immediately following the Resignation Date, and your revocation of this Agreement, if it occurs, will result in immediate termination of the Consulting Relationship. Additionally, since you asked for, and received, material changes in this Agreement in your favor, you agree to waive an additional twenty-one day period in which to consider this Agreement, you agree that the required twenty-one (21)-day consideration period for this Agreement will be deemed to have started on February 13, 2006 (the date that you received the Company’s original offer), and you and the Company agree that you will have until March 20, 2006 in which to consider this Agreement.

ADEA Waiver. [Applicable only if over 40] Employee The Executive has read this Release carefully and expressly acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing agrees that: (a) Employee’s waiver and release do not apply in return for this Release, the Executive will receive consideration beyond that which he was already entitled to any rights or claims that may arise after the execution date of receive before entering into this Severance AgreementRelease; (b) Employee has been advised hereby the Executive was given a copy of this Release on [ , 20 ] and informed that Employee should consult with an attorney he had at least twenty-one (21) days to consider all of its terms and that if the Executive wished to execute this Release prior to executing this Severance Agreement; the expiration of such twenty-one (c21) Employee day period he will have done so voluntarily and with full knowledge that he is waiving his right to have twenty-one (21) days to consider this Severance Agreement Release, and that such twenty-one (although Employee may choose 21) day period to voluntarily execute consider this Severance Agreement earlier andRelease would not and will not be re-started or extended based on any changes, if Employee doeswhether material or immaterial, Employee will sign that are or were made to this Release in such twenty-one (21) day period after he received it; (c) the Consideration Period waiver below)Executive is hereby advised in writing by this Release to consult with any attorney and any other advisors of the Executive’s choice prior to executing this Release; (d) Employee the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any and all rights and claims that the Executive may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the date of execution of this Release; and (e) nothing in this Release prevents or precludes the Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law. The Executive also understands that the Executive has a period of seven (7) days following Employeeafter signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Agreement until eight (8) days have passed since the Executive’s execution signing of this Severance Agreement Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to revoke the Severance Agreement terms of the Company’s normal payroll practices or employee benefit plans. In the event the Executive exercises this right of revocation, neither the Company nor the Executive will have any obligations under this Release. Finally, the Executive has not been forced or pressured in writing any manner whatsoever to sign this Release, and actually delivered the Executive agrees to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”)all of its terms voluntarily.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). You are advised to consult with an attorney before executing this Agreement. You acknowledge and agree that Employee is you have read and understand this Agreement and by signing below you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s your waiver and release do does not apply to any rights or claims you may have under the Age Discrimination in Employment Act that may arise after the execution date of this Severance Agreement, and this Agreement does not prohibit you from challenging the validity of this Agreement’s waiver and release of claims under the Age Discrimination in Employment Act of 1967, as amended.; (b) Employee has you have been advised hereby that Employee should you have the right to consult with an attorney prior to executing this Severance AgreementAgreement and you have obtained and considered such legal counsel as you deem necessary; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has you have seven (7) days following Employee’s the execution of this Severance Agreement by the parties to revoke the Severance Agreement Agreement; (e) your revocation must be in writing and actually delivered received by the Senior VP , Human Resources on or before the seventh day in order to [_____] at ChannelAdvisorbe effective; and (ef) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedand you have not revoked your acceptance, which shall will be the eighth day after this Severance Agreement is executed by Employee you (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee The Executive has read this Release carefully and expressly acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing agrees that: (a) Employee’s waiver and release do not apply in return for this Release, the Executive will receive consideration beyond that which he was already entitled to any rights or claims that may arise after the execution date of receive before entering into this Severance AgreementRelease; (b) Employee has been advised hereby the Executive was given a copy of this Release on December 13, 2023 and informed that Employee should consult with an attorney he had at least twenty-one (21) days to consider all of its terms and that if the Executive wished to execute this Release prior to executing this Severance Agreement; the expiration of such twenty-one (c21) Employee day period he will have done so voluntarily and with full knowledge that he is waiving his right to have twenty-one (21) days to consider this Severance Agreement Release, and that such twenty-one (although Employee may choose 21) day period to voluntarily execute consider this Severance Agreement earlier andRelease would not and will not be re-started or extended based on any changes, if Employee doeswhether material or immaterial, Employee will sign that are or were made to this Release in such twenty-one (21) day period after he received it; (c) the Consideration Period waiver below)Executive is hereby advised in writing by this Release to consult with any attorney and any other advisors of the Executive’s choice prior to executing this Release; (d) Employee the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to sue or bring any other claims against the Released Parties, including any and all rights and claims that the Executive may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the date of execution of this Release; and (e) nothing in this Release prevents or precludes the Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law. The Executive also understands that the Executive has a period of seven (7) days following Employeeafter signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Agreement until eight (8) days have passed since the Executive’s execution signing of this Severance Agreement Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to revoke the Severance Agreement terms of the Company’s normal payroll practices or employee benefit plans. In the event the Executive exercises this right of revocation, neither the Company nor the Executive will have any obligations under this Release. Finally, the Executive has not been forced or pressured in writing any manner whatsoever to sign this Release, and actually delivered the Executive agrees to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”)all of its terms voluntarily.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that he has carefully read and fully understands the provisions of this paragraph. Employee is knowingly understands and voluntarily waiving acknowledges that: (a) the preceding paragraph includes a voluntary waiver of any and releasing any rights all claims that Employee has or may have against the ARTISTdirect and/or the other persons and entities released herein arising under the ADEAfederal Age Discrimination in Employment Act of 1967, as amended29 U.S.C. Section 621, et seq. ("ADEA Claims"); (b) Employee also acknowledges that (i) the consideration given has waived any and all ADEA Claims pursuant to Employee this Agreement and in exchange for consideration, the waiver and release in this Severance Agreement is in addition to anything value of value which exceeds the payments or remuneration to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (c) Employee has been, and is hereby, advised to consult with an attorney concerning this paragraph prior to executing this Agreement, and Employee has retained an attorney to provide him with legal advice concerning this Agreement; (d) Employee has been, and is hereby, informed that he has a period of at least twenty-one (21) days to consider the terms of this Severance Agreement from the date on which the ARTISTdirect delivers the Agreement to him and if he executes this Agreement prior to that time he expressly and voluntarily waives the foregoing twenty-one (although 21) day period; and (e) Employee may choose to voluntarily execute revoke this Severance paragraph and the release of ADEA Claims under this Agreement earlier and, if Employee does, Employee will sign at any time during the Consideration Period waiver below); (d) Employee has seven (7) days following the date of Employee’s 's execution of this Severance Agreement to revoke Agreement, and the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor; and (e) release of ADEA Claims under this Severance Agreement shall not be become effective or enforceable until the date upon which the such revocation period leave has expired unexercisedexpired. To revoke this paragraph and the release of ADEA Claims, which shall be Employee must deliver a written notice of revocation to Xxxx X. Xxxxx, Esq., Xxxxxx, Xxxxxxx & Xxxxx LLP, 0000 Xxxxxxx Xxxxxx, Suite 1100, Los Angeles, CA 90024, within the eighth seven (7) day after this Severance Agreement is executed by Employee (the “Effective Date”)revocation period.

ADEA Waiver. [Applicable only if over 40] Employee The Executive has read this Release carefully and expressly acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing agrees that: (a) Employee’s waiver and release do not apply in return for this Release, the Executive will receive consideration beyond that which he was already entitled to any rights or claims that may arise after the execution date of receive before entering into this Severance AgreementRelease; (b) Employee has been advised hereby the Executive was given a copy of this Release on December 13, 2023 and informed that Employee should consult with an attorney he had at least twenty-one (21) days to consider all of its terms and that if the Executive wished to execute this Release prior to executing this Severance Agreement; the expiration of such twenty-one (c21) Employee day period he will have done so voluntarily and with full knowledge that he is waiving his right to have twenty-one (21) days to consider this Severance Agreement Release, and that such twenty-one (although Employee may choose 21) day period to voluntarily execute consider this Severance Agreement earlier andRelease would not and will not be re-started or extended based on any changes, if Employee doeswhether material or immaterial, Employee will sign that are or were made to this Release in such twenty-one (21) day period after he received it; (c) the Consideration Period waiver below)Executive is hereby advised in writing by this Release to consult with any attorney and any other advisors of the Executive’s choice prior to executing this Release; (d) Employee the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to sue or bring any other claims against the Released Parties, including any and all rights and claims that the Executive may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the date of execution of this Release; and (e) nothing in this Release prevents or precludes the Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law. The Executive also understands that the Executive has a period of seven (7) days following Employee’s execution of after signing this Severance Agreement Release within which to revoke his agreement, and that neither the Severance Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Transition Agreement in writing and actually delivered to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexerciseddated as of December 13, which shall be the eighth day after this Severance Agreement is executed by Employee 2023 (the “Effective DateAgreement”), by and between the Company, the Operating Partnership and the Executive, until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. In the event the Executive exercises this right of revocation, neither the Company nor the Executive will have any obligations under this Release. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily.

ADEA Waiver. [Applicable only if over 40] Employee further expressly understands and acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amendedand that this waiver and release is knowing and voluntary. Employee also understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Employee executes this Supplemental Release. Employee understands and acknowledges that (i) the consideration given to Employee in exchange for the this waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further understands and acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance AgreementSupplemental Release; (cb) Employee has twenty-one (21) days within which to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier andSupplemental Release, if Employee does, Employee will sign by which time the Consideration Period waiver below)Company must receive an executed copy; (dc) Employee has seven (7) days following Employee’s execution of this Severance Agreement Supplemental Release to revoke this Supplemental Release, and agrees that any such revocation must be in a writing by email or Federal Express received by Xxxxxxx XxXxx by midnight on the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorseventh (7th) day following Employee’s execution of this Supplemental Release; (d) this Supplemental Release shall not be effective until after the revocation period has expired; and (e) nothing in this Severance Agreement shall not be effective until Supplemental Release prevents or precludes Employee from challenging or seeking a determination in good faith of the date upon which validity of this waiver under the revocation ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Supplemental Release and returns it to the Company in less than the twenty-one (21)-day period identified above, Employee hereby acknowledges that Employee has expired unexercisedfreely and voluntarily chosen to waive the time period allotted for considering this Supplemental Release. Employee understands and agrees that Employee executed this Supplemental Release voluntarily, which shall be without any duress or undue influence on the eighth day after this Severance Agreement is executed by Employee (part or behalf of the “Effective Date”)Company or any third party, with the full intent of releasing all of Employee’s claims against the Releasees.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee or claims you may have under the ADEA, as amended. Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the your waiver and release in this Severance Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance AgreementGeneral Release; (b) Employee has you have been advised hereby that Employee should to consult with an attorney prior to executing this Severance AgreementGeneral Release; (c) Employee you have twenty-one (21) days to consider this Severance Agreement General Release (or, in the event that the termination of your employment is in connection with an exit incentive or other employment termination program, forty-five (45) days to consider this General Release) (although Employee you may choose to voluntarily execute this Severance Agreement earlier andGeneral Release earlier, if Employee does, Employee will sign you execute this General Release voluntarily and after having had the Consideration Period waiver belowopportunity to consult with an attorney); (d) Employee has in the event that the termination of your employment is in connection with an exit incentive or other employment termination program, you have been provided with written information, calculated to be understood by the average individual eligible to participate, as to: (i) any class, unit, or group of individuals covered by such program, any eligibility factors for such program, and any time limits applicable to such programs; and (ii) the job titles and ages of all individuals eligible or selected for the program, and the ages of all individuals in the same job classification or organizational unit who are not eligible or not selected for the program; (e) you have seven (7) days following Employee’s your execution and delivery of this Severance Agreement General Release to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorGeneral Release; and (ef) this Severance Agreement shall General Release will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after this Severance Agreement General Release is executed by Employee you (the “"Effective Date”"). In the event this General Release is revoked by you, this General Release will be null and void in its entirety, and you will not receive the payments and benefits described in the Employee Agreement. If you wish to revoke the General Release, you must deliver written notice stating your intent to revoke this General Release to the Corporate Secretary of FCG on or before the seventh (7th) day after the date you executed and delivered this General Release.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges In exchange for the Accelerated Vesting, the Extended Exercise Period, and all other consideration provided to you by the Company under this Agreement, other than the Severance Benefits and COBRA Premium payments (or Alternative Cash Payments) (collectively, the “ADEA Waiver Consideration”), you hereby release the Released Parties of and from, any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to any claims you could assert under the ADEA (the “ADEA Waiver”). You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee may you have under the ADEA, as amended. Employee also acknowledges that (i) the ADEA Waiver Consideration is being given in consideration given to Employee in exchange for the waiver ADEA Waiver, and release in this Severance Agreement that such consideration is in addition to anything of value to which Employee was you were already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (ai) Employee’s waiver and release do the ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (ciii) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement ADEA Waiver (in writing and actually delivered a written revocation provided to [_____] at ChannelAdvisorthe Company’s CEO); and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee Agreement, provided that you have not timely revoked it (the “ADEA Waiver Effective Date”). You acknowledge and agree that, in the event you revoke the ADEA Waiver, you will not be entitled to the ADEA Waiver Consideration; and such revocation will not affect the validity or effectiveness of the general release that you are granting in Sections 15(a)-15(c) hereof, nor shall it invalidate your entitlement to the separate consideration expressly attributed thereto in this Agreement. In granting this ADEA Waiver, you hereby covenant not to file any lawsuits, administrative proceedings, charges or other claims arising out of or in any way related to any claims you could have otherwise asserted under the ADEA.

ADEA Waiver. [Applicable only if over 40] Employee Executive expressly acknowledges and agrees that Employee by entering into this Agreement, he is knowingly waiving any and voluntarily waiving and releasing any all rights Employee or claims that he may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amended. Employee also acknowledges amended (the “ADEA”), and that (i) the consideration given to Employee in exchange for the this waiver and release in is knowing and voluntary. Executive and the Company agree that this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do does not apply to any rights or claims that may arise under the ADEA after the execution date of Executive signs this Severance Agreement. Executive further expressly acknowledges and agrees that: In return for this Agreement, he will receive consideration beyond that which he was already entitled to receive before executing this Agreement; (b) Employee has been He is hereby advised hereby that Employee should in writing by this Agreement to consult with an attorney prior to executing before signing this Severance Agreement; (c) Employee He was given a copy of this Agreement on ___________, and informed that he had twenty-one (21) days within which to consider this Severance Agreement (although Employee may choose and that if he wished to voluntarily execute this Severance Agreement earlier andprior to the expiration of such 21-day period he will have done so voluntarily and with full knowledge that he is waiving his right to have 21 days to consider this Agreement; and that such 21-day period to consider this Agreement would not and will not be re-started or extended based on any changes, if Employee doeswhether material or immaterial, Employee will sign the Consideration Period waiver below)that are or were made to this Agreement in such 21-day period after he received it; (d) Employee has He was informed that he had seven (7) days following Employee’s the date of execution of this Severance Agreement in which to revoke the Severance this Agreement, and this Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and actually delivered must be received by the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither the Company nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing to the Company (attention: XXXXXXX), [_____] at ChannelAdvisor; and (e) address], so that it is received within the 7-day period following execution of this Severance Agreement shall not be effective until by Executive. Nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the date upon which validity of this waiver under the revocation period has expired unexercisedADEA, which shall be the eighth day after this Severance Agreement is executed nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by Employee (the “Effective Date”)federal law.

ADEA Waiver. [Applicable only if over 40] Employee Executive expressly acknowledges and agrees that Employee by entering into this Agreement, she is knowingly waiving any and voluntarily waiving and releasing any all rights Employee or claims that she may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amended. Employee also acknowledges amended (the “ADEA”), and that (i) the consideration given to Employee in exchange for the this waiver and release in is knowing and voluntary. Executive and the Company agree that this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do does not apply to any rights or claims that may arise under the ADEA after the execution date of Executive signs this Severance Agreement. Executive further expressly acknowledges and agrees that: (a) In return for this Agreement, she will receive consideration beyond that which she was already entitled to receive before executing this Agreement; (b) Employee has been She is hereby advised hereby that Employee should in writing by this Agreement to consult with an attorney prior to executing before signing this Severance Agreement; (c) Employee She was given a copy of this Agreement on [_________, 20__], and informed that she had twenty-one (21) days within which to consider this Agreement and that if she wished to execute this Agreement prior to the expiration of such 21-day period she will have done so voluntarily and with full knowledge that she is waiving her right to have twenty-one (21) days to consider this Severance Agreement; and that such twenty-one (21) day period to consider this Agreement would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement in such twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)21) day period after she received it; (d) Employee has She was informed that she had seven (7) days following Employee’s the date of execution of this Severance Agreement in which to revoke the Severance this Agreement, and this Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and actually delivered must be received by the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither the Company nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing to the Company (attention [_____] at ChannelAdvisor; and ________]), [Address], so that it is received within the seven-day period following execution of this Agreement by Executive. (e) Nothing in this Severance Agreement shall not be effective until prevents or precludes Executive from challenging or seeking a determination in good faith of the date upon which validity of this waiver under the revocation period has expired unexercisedADEA, which shall be the eighth day after this Severance Agreement is executed nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by Employee (the “Effective Date”)federal law. 7.

ADEA Waiver. [Applicable only if over 40] Employee Hung also specifically acknowledges that Employee Hung is knowingly and voluntarily waiving and releasing any rights Employee Hung may have under the ADEA, as amended. Employee also acknowledges ; and that (i) the consideration given to Employee in exchange under this Agreement and the Separation Agreement for the this waiver and release in this Severance Agreement is in addition to anything of value to which Employee was Hung is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee Hung further acknowledges that Employee Hung has been advised by this writing writing, as required by the ADEA, that: (ai) EmployeeHung’s waiver and release do not apply to any rights or claims that may arise on or after the execution date of Hung executes this Severance Agreement; (bii) Employee has been advised hereby that Employee Hung should consult with an attorney prior to executing this Severance AgreementAgreement (although Hung may choose voluntarily not to do so); (ciii) Employee Hung has twenty-one (21) days to consider this Severance Agreement (although Employee Hung may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (div) Employee Hung has seven (7) days following Employee’s execution of the date Hung signs this Severance Agreement to revoke Hung’s acceptance of it (by written revocation notice to the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorChief Financial Officer of Axovant received within the 7-day revocation period); and (ev) this Severance Agreement shall not be effective until the date upon which eighth day after Hung has signed it, provided that the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee unexercised (the “Hung Release Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amendedand that this waiver and release is knowing and voluntary. Employee also agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Employee acknowledges that (i) the consideration given to Employee in exchange for the this waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (cb) Employee has twenty-one (21) days from the Separation Date (as defined in the Separation Agreement) within which to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)Agreement; (dc) Employee has seven (7) days following Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorthis Agreement; and (ed) this Severance Agreement shall not be effective until the date upon which after the revocation period has expired unexercisedexpired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, which shall nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee hereby acknowledges that Employee has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. Employee acknowledges and understands that revocation must be accomplished by a written notification to the eighth day after person executing this Severance Agreement on the Company’s behalf that is executed by Employee (received prior to the “Effective Date”). The parties agree that changes, whether material or immaterial, do not restart the running of the 21-day period.

ADEA Waiver. [Applicable only if over 40] The Employee acknowledges and agrees that the Employee is knowingly and voluntarily hereby waiving and releasing any age claims or rights the Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amendedamended by the Older Workers’ Benefit Protection Act of 1990, 29 U.S.C. §§ 621 et seq. This Section and this Agreement are written in a manner calculated to be understood by the Employee. In connection with this ADEA release, the Employee also agrees that the Employee is hereby entering into this waiver and release knowingly and voluntarily, and that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date the Employee executes this Agreement. The Employee further acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement of the ADEA claims is in addition to anything of value to which the Employee was already entitled. Finally, and (ii) that the Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that the Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (b) the Employee has had at least forty-five (45) days from receipt of this Agreement to consider whether to execute it and release any age claim under the ADEA. If the Employee chooses to execute this Agreement before the 45-day period has elapsed, the Employee does so knowingly and voluntarily; (c) Employee twenty-one (21) days to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); (d) Employee has seven (7) days following the Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing and actually Employee’s signature by providing written notice of this fact within the 7-day period to Employer; such written notice to be delivered by overnight courier to [_____] Employer at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercisedfollowing address: Pacific Mercantile Bancorp 000 Xxxxx Xxxxx Xxxxx, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”).Xxxxx 000 Xxxxx Xxxx, XX 00000 Attention: Chief Financial Officer SMRH:4838-6792-2589.6 -3-

ADEA Waiver. [Applicable only if over 40] Employee acknowledges I acknowledge that Employee is I am knowingly and voluntarily waiving and releasing any rights Employee I may have under the ADEAADEA (the “ADEA Waiver”), as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was I am already entitled. I further acknowledge that I have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do my ADEA Waiver does not apply to any rights or claims that may arise after the execution date of that I sign this Severance AgreementAdditional General Release; (b) Employee has been advised hereby that Employee I should consult with an attorney prior to executing signing this Severance AgreementAdditional General Release; (c) Employee I have twenty-one (21) calendar days to consider this Severance Agreement Additional General Release (although Employee I may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has I have seven (7) calendar days following Employee’s execution of the date I sign this Severance Agreement Additional General Release to revoke my acceptance (by providing written notice of my revocation to the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorCompany’s Chief Executive Officer); and (e) this Severance Agreement shall Additional General Release will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth calendar day after the date that this Severance Agreement Additional General Release is executed signed by Employee (me provided that I do not revoke it. Waiver of Unknown Claims. I UNDERSTAND THAT THIS ADDITIONAL GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. In giving the releases set forth in this Additional General Release, which include claims which may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “Effective Date”)A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to my release of claims herein, including but not limited to the release of unknown and unsuspected claims.

ADEA Waiver. [Applicable only if over 40] The Employee further expressly understands and acknowledges that Employee that, pursuant to the terms of this Separation Agreement, he is knowingly and voluntarily expressly waiving and releasing any rights Employee he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amendedand that this waiver and release is knowing and voluntary. The Employee also understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date he executes this Separation Agreement. The Employee understands and acknowledges that (i) the consideration given to Employee in exchange for the this waiver and release in this Severance Agreement is in addition to anything of value to which the Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. The Employee further understands and acknowledges that Employee he has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing this Severance Separation Agreement; (cb) Employee he has twenty-one (21) days from the Separation Date within which to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier andSeparation Agreement, if Employee does, Employee will sign the Consideration Period waiver below)by which time Solazyme must receive an executed copy; (dc) Employee he has seven (7) days following his execution of this Separation Agreement to revoke this Separation Agreement, and agrees that any such revocation must be in a writing by email or federal express received by Solazyme by midnight on the seventh day following the Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorSeparation Agreement; and (ed) this Severance Separation Agreement shall not be effective until the date upon which after the revocation period has expired unexercisedexpired; and (e) nothing in this Separation Agreement prevents or precludes the Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, which shall be nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the eighth event the Employee signs this Separation Agreement and returns it to Solazyme in less than the 21-day after period identified above (but in any event the Employee agrees not to execute or return this Severance Separation Agreement is prior to his separation from employment with Solazyme), the Employee hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Separation Agreement. The Employee understands and agrees that he executed by Employee (this Separation Agreement voluntarily, without any duress or undue influence on the “Effective Date”)part or behalf of Solazyme or any third party, with the full intent of releasing all of his claims against the Releasees.

ADEA Waiver. [Applicable only if over 40] Employee Executive acknowledges that Employee is knowingly his waiver and voluntarily waiving and releasing release hereunder of any rights Employee he may have under the Age Discrimination in Employment Act of 1967 (ADEA), as amendedamended by the Older Workers Benefit Protection Act, is knowing and voluntary. Employee also acknowledges He certifies that (i) he has read, has received an explanation of, and understands the consideration given to Employee in exchange for the provisions of this release of claims. The parties agree that this waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do does not apply to any rights or claims that may arise under ADEA after the execution date of this Severance Agreement; (b) Employee Agreement is executed. Executive acknowledges that he has been advised hereby by this writing, as required by the Older Workers Benefit Protection Act, that Employee (a) he should consult with an attorney prior to executing this Severance Agreement; (cb) Employee he has twenty-one (21) days to consider this Severance Agreement (although Employee may choose to voluntarily he may, by his own choice, execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (dc) Employee he has seven (7) days following Employee’s the execution of this Severance Agreement by him to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorAgreement; and (ed) this Severance Agreement shall not be effective until the date upon Effective Date (which is after the revocation period has expired unexercisedexpired). The foregoing release does not apply to claims relating to breach or enforceability of this Agreement and Release, Executive’s right to file a complaint with a governmental agency, or claims arising after the execution of this Agreement and Release. However, with respect to agency complaints, Executive understands and agrees that he is expressly waiving any right to obtain monetary damages or any other relief that provides personal benefit resulting from the agency claim. This waiver and release is effective to the full extent the law permits him to release his individual claims. It does not affect accrued reimbursement rights he may currently possess under any health insurance coverage or accrued rights he may have under any retirement plan after termination. Through this release Executive is fully, finally, and for all times settling and releasing all disputes and differences within the scope of matters known or unknown, suspected or unsuspected, which now exist, or may have existed between Executive, the Company and/or Associated Persons, on or before the date of this Agreement and Release. In furtherance of this intention, this release shall be and remain in effect as a full and complete release of claims arising on or before the eighth day after date of this Severance Agreement and Release notwithstanding the discovery or existence of any such additional or different Claim or fact. The provisions of any law, regulation, statue or ordinance providing in substance that releases shall not extend to Claims, damages or injuries which are unknown or unsuspected to exist at the time the person executes the release are hereby expressly waived by Executive. This Agreement and Release is executed not intended to and does not release or reduce any indemnification rights possessed by Employee (Executive or any rights to insurance coverage afforded to Executive by virtue of his service as a director and/or officer of the “Effective Date”)Company.

ADEA Waiver. [Applicable only if over 40] Employee Under the Older Workers Benefit Protection Act of 1990, Xxxxxxxxx acknowledges that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the Age Discrimination in Employment Act ("ADEA, as amended'') ("ADEA Waiver"). Employee He also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was he is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee He further acknowledges that Employee he has been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do his ADEA Waiver does not apply to any rights or claims that may arise after the execution date of he signs this Severance Agreement; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee he has twenty-one (21) days to consider this Severance Agreement (although Employee he may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee he has seven (7) days following Employee’s execution of the date he signs this Severance Agreement to revoke it, which revocation to be effective only if he delivers written notice of revocation via letter, email or facsimile to the Severance Agreement addressee set forth in writing and actually delivered to [_____] at ChannelAdvisorthe Notice Paragraph 8 within the seven (7)-day period; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after Xxxxxxxxx signs this Severance Agreement is executed by Employee (the “"Effective Date”"). If Xxxxxxxxx exercises his right of revocation under this section, then within two (2) business days of Xxxxxxxxx'x notice of revocation, Xxxxxxxxx shall return the amount of the Settlement Payment funds to the Company via check or through any other arrangements the parties may then make. Xxxxxxxxx agrees that failure to return the Settlement Payment after revocation of this Agreement constitutes a material breach of this Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement herein is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee he has been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do does not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with to and had the opportunity to seek advice from an attorney regarding this Agreement prior to executing this Severance Agreementsigning it; (c) Employee has up to twenty-one (21) days from the date of receiving this Agreement to consider execute this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has seven (7) days following Employee’s his execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor(“Revocation Period”); and (e) this Severance Agreement shall will not be effective or enforceable until after the date upon which delivery of the Agreement to the Company and the Revocation Period has expired, and (f) this Agreement does not affect Employee’s ability to test the knowing and voluntary nature of this Agreement. For any revocation period has expired unexercisedto be effective it must be delivered by hand or overnight courier before midnight on the seventh day to the Company at 0000 Xx Xxxxx Xxxxx, which shall Xxxxxxxx XX, 00000 Attention: Xxxxxxxx Xxxxxxxx, SVP Human Resources. The Separation Benefits and other consideration under this Agreement will be provided following the eighth day after expiration of the Revocation Period and only if Employee does not revoke this Severance Agreement is executed by Employee (the “Effective Date”)Agreement.

ADEA Waiver. [Applicable only if over 40] The Employee acknowledges that the Employee is knowingly and voluntarily waiving and releasing any rights the Employee may now have or have had under the Age Discrimination and Employment Act (“ADEA”), as amended. The Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement herein is in addition to anything of value to which the Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. The Employee further acknowledges that the Employee has been advised by this writing writing, as required by the ADEA, that: (ai) the Employee’s waiver and release do does not apply to any rights or claims that may arise after the Employee’s execution date of this Severance Agreement; (bii) the Employee has been advised hereby that Employee should the right to consult with an attorney prior to executing this Severance Agreement; (ciii) the Employee twenty-has twenty one (21) days from the date of this Agreement to consider execute this Severance Agreement (although though the Employee may choose is free to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign before the Consideration Period waiver belowtwenty first (21st) day); (div) the Employee has seven (7) days following the Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered Agreement, provided the Employee has sent a letter to [_____***] at ChannelAdvisorstating that the Employee is revoking it no later than 5 p.m. PST by the seventh (7th) day; and (ev) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after this Severance Agreement is executed by Employee the Employee, provided that the Company has also executed this Agreement by that date (the “Effective Date”); and (vi) this Agreement does not affect the Employee’s ability to test the knowing and voluntary nature of this Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee she is knowingly and voluntarily waiving and releasing any rights Employee she may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amendedand that this waiver and release is knowing and voluntary. Employee also agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Employee acknowledges that (i) the consideration given to Employee in exchange for the this waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee she has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee she should consult with an attorney prior to executing this Severance Agreement; (cb) Employee she has had twenty-one (21) days within which to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)Agreement; (dc) Employee she has seven (7) days following Employee’s her execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorthis Agreement; and (ed) this Severance Agreement shall not be effective until the date upon which after the revocation period has expired unexercisedexpired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, which shall nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee hereby acknowledges that she has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. Employee acknowledges and understands that revocation must be accomplished by a written notification to Xxxxx Xxxxx-Xxxxxxx, Director of People Relations that is received prior to the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”). The Parties agree that changes to this Agreement, whether material or immaterial, do not restart the running of the 21-day consideration period referenced above.

ADEA Waiver. [Applicable only if over 40] The Employee acknowledges and agrees that the Employee is knowingly and voluntarily hereby waiving and releasing any age claims or rights the Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amendedamended by the Older Workers’ Benefit Protection Act of 1990, 29 U.S.C. §§ 621 et seq. This Section and this Agreement are written in a manner calculated to be understood by the Employee. In connection with this ADEA release, the Employee also agrees that the Employee is hereby entering into this waiver and release knowingly and voluntarily, and that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date the Employee executes this Agreement. The Employee further acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement of the ADEA claims is in addition to anything of value to which the Employee was already entitled. Finally, and (ii) that the Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that the Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (cb) the Employee has had at least twenty-one (21) days from receipt of this Agreement to consider this Severance Agreement (although whether to execute it and release any age claim under the ADEA. If the Employee may choose chooses to voluntarily execute this Severance Agreement earlier andbefore the 21-day period has elapsed, if the Employee does, Employee will sign the Consideration Period waiver below)does so knowingly and voluntarily; (dc) the Employee has seven (7) days following the Employee’s execution of this Severance Agreement to revoke the Employee’s signature by providing written notice of this fact within the 7-day period to Employer; such written notice to be delivered by overnight courier to Employer at the following address: Pacific Mercantile Bancorp 000 Xxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attention: Chief Financial Officer (d) if the Employee revokes this Agreement, the Employee will not receive the Severance Agreement or other benefits set forth in writing and actually delivered to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”)Agreement. 5.

ADEA Waiver. [Applicable only if over 40] Employee Executive expressly acknowledges and agrees that Employee by entering into this Agreement, he is knowingly waiving any and voluntarily waiving and releasing any all rights Employee or claims that he may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amended. Employee also acknowledges amended (the “ADEA”), and that (i) the consideration given to Employee in exchange for the this waiver and release in is knowing and voluntary. Executive and the Company agree that this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do does not apply to any rights or claims that may arise under the ADEA after the execution date of Executive signs this Severance Agreement. Executive further expressly acknowledges and agrees that: (a) In return for this Agreement, he will receive consideration beyond that which he was already entitled to receive before executing this Agreement; (b) Employee has been He is hereby advised hereby that Employee should in writing by this Agreement to consult with an attorney prior to executing before signing this Severance Agreement; (c) Employee He was given a copy of this Agreement on _________, 20 , and informed that he had twenty-one (21) days within which to consider this Agreement and that if he wished to execute this Agreement prior to the expiration of such 21-day period he will have done so voluntarily and with full knowledge that he is waiving his right to have twenty-one (21) days to consider this Severance Agreement; and that such twenty-one (21) day period to consider this Agreement would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement in such twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)21) day period after he received it; (d) Employee has He was informed that he had seven (7) days following Employee’s the date of execution of this Severance Agreement in which to revoke the Severance this Agreement, and this Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and actually delivered must be received by the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither the Company nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing to [the Company (attention _____] at ChannelAdvisor; and ________), [Address], so that it is received within the seven-day period following execution of this Agreement by Executive. (e) Nothing in this Severance Agreement shall not be effective until prevents or precludes Executive from challenging or seeking a determination in good faith of the date upon which validity of this waiver under the revocation period has expired unexercisedADEA, which shall be the eighth day after this Severance Agreement is executed nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by Employee (the “Effective Date”)federal law. 7.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee she is knowingly and voluntarily waiving and releasing any rights Employee she may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee she has been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do her ADEA Waiver does not apply to any rights or claims that may arise after the execution date of she signs this Severance Agreement; (bii) Employee has been advised hereby that Employee she should consult with an attorney prior to executing signing this Severance AgreementAgreement (although she may choose voluntarily not to do so); (ciii) Employee she has twenty-one (21) days to consider this Severance Agreement (although Employee she may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (div) Employee she has seven (7) days following Employee’s execution of the date she signs this Severance Agreement to revoke it, with such revocation to be effective only if she delivers written notice of revocation to the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisorCompany within the seven (7)-day period; and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after Employee signs this Severance Agreement is executed by or, in the case of the Separation Date Affirmation, the eighth day after Employee signs this Affirmation (the “Effective Date”). To revoke the Agreement, Employee must deliver a written statement of revocation to Exelixis, Inc., c/o Xxxxx Xxxxxxx, Executive Director, Human Resources, 000 X. Xxxxx Xxxxxx, X.X. Xxx 000, Xxxxx Xxx Xxxxxxxxx, XX 00000-0000, by hand delivery by no later than the close of business on the seventh day after signing the Agreement or by registered or certified mail postmarked within the seven-day revocation period, along with a faxed copy of Employee’s revocation to 000-000-0000 within the seven-day revocation period.

ADEA Waiver. [Applicable only if over 40] Employee Under the Older Workers Benefit Protection Act of 1990, EXECUTIVE acknowledges that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the Age Discrimination in Employment Act (“ADEA, as amended’’) (“ADEA Waiver”). Employee He also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was he is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee He further acknowledges that Employee he has been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do his ADEA Waiver does not apply to any rights or claims that may arise after the execution date of he signs this Severance AgreementAgreement and General Release; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing signing this Severance AgreementAgreement and General Release; (c) Employee he will have twenty-one (21) days to consider this Severance Agreement and General Release (although Employee he may choose to voluntarily execute this Severance sign it sooner but such Agreement earlier and, if Employee does, Employee will sign shall not be binding until after such twenty one day period has expired) (the Consideration Period waiver below“Execution Date”); (d) Employee he has seven (7) days following Employee’s execution of this Severance Agreement the Execution Date to revoke it, which revocation to be effective only if he delivers written notice of revocation via letter, email or facsimile to the Severance addressee set forth in the Preamble to this Agreement in writing and actually delivered to [_____] at ChannelAdvisorGeneral Release within the seven (7)-day period; and (e) this Severance Agreement shall will not be effective or enforceable until the date upon which the that revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”). If Executive exercises his right to revoke his waiver and release under the ADEA, the remainder of this Agreement shall continue in full force and effect, except that the amount of his compensation in Section 2 shall be reduced by $5,000 which Executive agrees that the remaining compensation constitutes adequate and sufficient consideration to continue to bind him to all provisions of this Agreement and his obligations hereunder.