Common use of Conditions to Payments Clause in Contracts

Conditions to Payments. To be eligible to receive (and continue to receive) and retain the payments and benefits described in Sections 5.5.1 (a) - (e), Executive must comply with the provisions of Sections 6 and 7 and first execute and deliver to Charter, and comply with, an agreement, in form and substance satisfactory to Charter, effectively releasing and giving up all claims Executive may have against Charter or any of its subsidiaries or affiliates (and each of their respective controlling shareholders, employees, directors, officers, plans, fiduciaries, insurers and agents) arising out of or based upon any facts or conduct occurring prior to that date. The agreement will be prepared by Charter, will be based upon the standard form (if any) then being utilized by Charter for executive separations when severance is being paid, and will be provided to Executive at the time Executive’s employment is terminated or as soon as administratively practicable thereafter (not to exceed five (5) business days). The agreement will require Executive to consult with Company representatives, and voluntarily appear as a witness for trial or deposition (and to prepare for any such testimony) in connection with, any claim which may be asserted by or against Charter, any investigation or administrative proceeding, any matter relating to a franchise, or any business matter concerning Charter or any of its transactions or operations. A copy of the current standard form being used by Charter for executive separations when severance is being paid has been provided to Executive or is attached to this Agreement as Exhibit 1. It is understood that the final document may not contain provisions specific to the release of a federal age discrimination claim if Executive is not at least forty (40) years of age, and may be changed as Charter’s chief legal counsel considers necessary and appropriate to enforce the same, including provisions to comply with changes in applicable laws and recent court decisions. Payments under and/or benefits provided by Sections 5.5.1 (a) - (e) will not be made unless and until Executive executes and delivers that agreement to Charter within twenty-one (21) days after delivery of the document (or such lesser time as Charter’s chief legal counsel may specify in the document) and all conditions to the effectiveness of that agreement and the releases contemplated thereby have been satisfied (including without limitation the expiration of any applicable revocation period without revoking acceptance). It is understood and agreed that if a form of agreement called for by this Section 5.6 is not presented to Executive within forty-five (45) days after Executive’s employment terminated, then the requirement that Executive executes and delivers that agreement will be deemed to be satisfied.

Conditions to Payments. To be eligible to receive (and continue to receive) and retain the payments and benefits described in Sections 5.5.1 (a16(b)(i) - (eand 16(e), Executive must comply with the provisions of Sections 6 18, 19 and 7 20. In addition, to be eligible to receive (and first continue to receive) and retain the payments and benefits described in Sections 16(b) and 16(e) Executive (or Executive’s executor and personal representatives in case of death) must execute and deliver to CharterCompany, and comply with, an agreement, in form and substance reasonably satisfactory to CharterCompany, effectively releasing and giving up all claims Executive may have against Charter Company or any of its subsidiaries or affiliates (and each of their respective controlling shareholders, employees, directors, officers, plans, fiduciaries, insurers and agents) arising out of or based upon any facts or conduct occurring prior to that date. The agreement will be prepared by CharterCompany, will be based upon the standard form (if any) then being utilized by Charter Company for executive separations when severance is being paid, and will be provided to Executive at the time Executive’s employment is terminated or as soon as administratively practicable thereafter (not to exceed five (5) business days). The agreement will require Executive to consult with Company representatives, and voluntarily appear as a witness for trial or deposition (and to prepare for any such testimony) in connection with, any claim which may be asserted by or against CharterCompany, any investigation or administrative proceeding, any matter relating to a franchise, or any business matter concerning Charter Company or any of its transactions or operations. A copy of the current standard form being used by Charter for executive separations when severance is being paid has been provided to Executive or is attached to this Agreement as Exhibit 1. It is understood that the final document may not contain provisions specific to the release of a federal age discrimination claim if Executive is not at least forty (40) years of age, and may be changed as CharterCompany’s chief legal counsel considers necessary and appropriate to enforce the same, including provisions to comply with changes in applicable laws and recent court decisions. Payments under and/or benefits provided by Sections 5.5.1 (a) - (e) Section 16 will not continue to be made unless and until Executive executes and delivers that agreement to Charter Company within twenty-one (21) days after delivery of the document (or such lesser time as CharterCompany’s chief legal counsel may specify in the document) and all conditions to the effectiveness of that agreement and the releases contemplated thereby have been satisfied (including without limitation the expiration of any applicable revocation period without revoking acceptance). It is understood and agreed that if a form of agreement called for by this Section 5.6 is not presented to Executive within forty-five (45) days after Executive’s employment terminated, then the requirement that Executive executes and delivers that agreement will be deemed to be satisfied.

Conditions to Payments. To be eligible to receive (and continue to receive) and retain the payments and benefits described in Sections 5.5.1 (a4.1(b) - (e) or Sections 4.2(b) – (e), the Executive must comply with the provisions terms of Sections 6 paragraph 5, and 7 and first must execute and deliver to Charter, and comply with, the Company an agreement, in form and substance satisfactory to Charterthe Company, effectively releasing and giving up all claims the Executive may have against Charter or any of the Company and its subsidiaries or subsidiaries, shareholders, successors and affiliates (and each of their respective controlling shareholders, employees, directors, officers, plans, fiduciaries, insurers plans and agents) arising out of or based upon any facts or conduct occurring prior to that date, and reaffirming and agreeing to comply with the terms of this Agreement and any other agreement signed by the Executive in favor of the Company or any of its subsidiaries or affiliates. The agreement will be prepared by Charter, will be based upon the standard form (if any) then being utilized by Charter for executive separations when severance is being paid, Company and will be provided to the Executive at the time the Executive’s 's employment is terminated or as soon as administratively practicable thereafter (not to exceed five (5) business days)thereafter. The agreement also will require Executive the Executive, among other things, to consult with Company representatives, and voluntarily appear as a witness for trial or deposition (and to prepare for any such testimony) in connection with, any claim which may be asserted by or against Charter, any investigation or administrative proceeding, any matter relating to a franchisethe Company, or any business matter concerning Charter the Company or any of its transactions or operations. A copy of The Company will have no obligations to make the current standard form being used by Charter for executive separations when severance is being paid has been provided to Executive or is attached to this Agreement as Exhibit 1. It is understood that payments and/or provide the final document may not contain provisions specific to the release of a federal age discrimination claim if Executive is not at least forty (40benefits specified in Sections 4.1(b) years of age, and may be changed as Charter’s chief legal counsel considers necessary and appropriate to enforce the same, including provisions to comply with changes in applicable laws and recent court decisions. Payments under and/or benefits provided by Sections 5.5.1 (a) - – (e) will not be made or Sections 4.2(b) – (e) specified above, when applicable, unless and until the Executive executes signs and delivers that the agreement to Charter within twenty-one (21) days after delivery of the document (or such lesser time as Charter’s chief legal counsel may specify described in the document) this Section 4.8 and all conditions to the effectiveness of that agreement the release and the releases contemplated thereby have been satisfied waiver (including without limitation but not limited to the expiration of any applicable revocation time period to consider signing the agreement or to revoke acceptance without revoking acceptance). It is understood and agreed that if a form of agreement called for by this Section 5.6 is not presented any action being taken to Executive within forty-five (45revoke acceptance or otherwise invalidate the agreement) days after Executive’s employment terminated, then the requirement that Executive executes and delivers that agreement will be deemed to be have been satisfied.

Conditions to Payments. To be eligible to receive (and continue to receive) and retain the payments and benefits described in Sections 5.5.1 12(b)(i) and 12(e) (a) - (eother than a termination by reason of Executive’s death as set forth in Section 11(a)(i)), Executive must comply with the provisions of Sections 6 14, 15 and 7 16. In addition, to be eligible to receive (and first continue to receive) and retain the payments and benefits described in Sections 12(b) and 12(e) Executive (or Executive’s executor and personal representatives in case of death) must execute and deliver to CharterCompany, and comply with, an agreement, in form and substance reasonably satisfactory to CharterCompany, effectively releasing and giving up all claims Executive may have against Charter Company or any of its subsidiaries or affiliates (and each of their respective controlling shareholders, employees, directors, officers, plans, fiduciaries, insurers and agents) arising out of or based upon any facts or conduct occurring prior to that date. The agreement will be prepared by CharterCompany, will be based upon the standard form (if any) then being utilized by Charter Company for executive separations when severance is being paid, and will be provided to Executive at the time Executive’s employment is terminated or as soon as administratively practicable thereafter (not to exceed five (5) business days). The agreement will require Executive to consult with Company representatives, and voluntarily appear as a witness for trial or deposition (and to prepare for any such testimony) in connection with, any claim which may be asserted by or against CharterCompany, any investigation or administrative proceeding, any matter relating to a franchise, or any business matter concerning Charter Company or any of its transactions or operations. A copy of the current standard form being used by Charter for executive separations when severance is being paid has been provided to Executive or is attached to this Agreement as Exhibit 1. It is understood that the final document may not contain provisions specific to the release of a federal age discrimination claim if Executive is not at least forty (40) years of age, and may be changed as CharterCompany’s chief legal counsel considers necessary and appropriate to enforce the same, including provisions to comply with changes in applicable laws and recent court decisions. Payments under and/or benefits provided by Sections 5.5.1 (a) - (e) Section 12 will not continue to be made unless and until Executive executes and delivers that agreement to Charter Company within twenty-one (21) days after delivery of the document (or such lesser time as CharterCompany’s chief legal counsel may specify in the document) and all conditions to the effectiveness of that agreement and the releases contemplated thereby have been satisfied (including without limitation the expiration of any applicable revocation period without revoking acceptance). It is understood and agreed that if a form of agreement called for by this Section 5.6 is not presented to Executive within forty-five (45) days after Executive’s employment terminated, then the requirement that Executive executes and delivers that agreement will be deemed to be satisfied.