Common use of Qualifying Terminations Clause in Contracts

Qualifying Terminations. This Section 2 shall only apply if: (i) Section 1 does not apply; (ii) Either (A) the Company terminates the Employee’s employment with the Company for a reason other than Cause or Permanent Disability or (B) the Employee resigns for Good Reason; and (iii) Either (A) the Employee and the Company have executed a reciprocal general release (in the form attached hereto as Exhibit A) of all known and unknown claims that they may then have against each other and have agreed not to prosecute any legal action or other proceeding based on such claims or (B) the Company (at its sole discretion) has determined to waive the requirement of a reciprocal general release. The foregoing notwithstanding, the Employee and the Company shall not be required to release any claims that they may have against each other arising under (i) Paragraph 2 of the Employee’s offer letter from the Company dated April 10, 2002 (the “Offer Letter”), (ii) the Indemnification Agreement dated October 3, 2002, between the Employee and the Company or (iii) any rights to indemnification, advancement of expenses or repayment arising under the Company’s Amended and Restated Certificate of Incorporation or the Company’s Amended and Restated Bylaws, in each case as currently in effect or as subsequently amended.

Qualifying Terminations. This Section 2 shall only apply if: (i) Section 1 does not apply; (ii) Either (A) the Company terminates the Employee’s employment with the Company for a reason other than Cause or Permanent Disability or (B) the Employee resigns for Good Reason; and (iii) Either (A) the Employee and the Company have executed a reciprocal general release (in the form attached hereto as Exhibit A) of all known and unknown claims that they may then have against each other and have agreed not to prosecute any legal action or other proceeding based on such claims or (B) the Company (at its sole discretion) has determined to waive the requirement of a reciprocal general release. The foregoing notwithstanding, the Employee and the Company shall not be required to release any claims that they may have against each other arising under (i) Paragraph 2 of the Employee’s offer letter from the Company dated April 10, 2002 (the “Offer Letter”), (ii) the Indemnification Agreement dated October 3September 11, 2002, between the Employee and the Company or (iiiii) any rights to indemnification, advancement of expenses or repayment arising under the Company’s Amended and Restated Certificate of Incorporation or the Company’s Amended and Restated Bylaws, in each case as currently in effect or as subsequently amended.

Qualifying Terminations. This Section 2 7 shall only apply if: (i) Section 1 9 does not apply; (ii) Either (A) the Company terminates the Employee’s employment with the Company Employment for a reason other than Cause or Permanent Disability more than 18 months after the Effective Time or (B) the Employee resigns for Good ReasonReason more than 18 months after the Effective Time; and (iii) Either (A) the Employee and the Company have executed a reciprocal general release (in the form attached hereto as Exhibit AB) of all known and unknown claims that they may then have against each other and have agreed not to prosecute any legal action or other proceeding based on such claims or (B) the Company (at its sole discretion) has determined to waive the requirement of a reciprocal general release. The foregoing notwithstanding, the Employee and the Company shall not be required to release any claims that they may have against each other arising under (i) Paragraph 2 of the Employee’s offer letter from the Company dated April 10, 2002 (the “Offer Letter”), (ii) the Indemnification Agreement dated October 3, 2002, between the Employee and the Company or (iiiii) any rights to indemnification, advancement of expenses or repayment arising under the Company’s Amended and Restated Certificate of Incorporation or the Company’s Amended and Restated Bylaws, in each case as currently in effect or as subsequently amended.

Qualifying Terminations. This Section 2 shall only apply if: (i) Section 1 does not apply; (ii) Either (A) the The Company terminates the Employee’s employment with the Company for a reason other than Cause or Permanent Disability or (B) the Employee resigns for Good ReasonDisability; and (iii) Either (A) the Employee and the Company have executed a reciprocal general release (in the form attached hereto as Exhibit A) of all known and unknown claims that they may then have against each other and have agreed not to prosecute any legal action or other proceeding based on such claims or (B) the Company (at its sole discretion) has determined to waive the requirement of a reciprocal general release. The foregoing notwithstanding, the Employee and the Company shall not be required to release any claims that they may have against each other arising under (i) Paragraph 2 of the Employee’s offer letter from the Company dated April 10, 2002 (the “Offer Letter”), (ii) the Indemnification Agreement dated October 34, 2002, between the Employee and the Company, (ii) the letter agreement dated July 18, 2001, between the Employee and the Company or any related agreements or (iii) any rights to indemnification, advancement of expenses or repayment arising under the Company’s Amended and Restated Certificate of Incorporation or the Company’s Amended and Restated Bylaws, in each case as currently in effect or as subsequently amended.

Qualifying Terminations. This Section 2 shall only apply if: (i) Section 1 does not apply; (ii) Either (A) A Separation occurs because the Company terminates the Employee’s employment with the Company for a reason other than Cause or Permanent Disability or (B) the Employee resigns for Good ReasonDisability; and (iii) Either (A) the Employee and the Company have executed a reciprocal general release (in the form attached hereto as Exhibit A) of all known and unknown claims that they may then have against each other and have agreed not to prosecute any legal action or other proceeding based on such claims or (B) the Company (at its sole discretion) has determined within 30 days after the Separation to waive the requirement of a reciprocal general release. Absent a waiver by the Company, the Company shall complete the form of release and deliver it to the Employee within 30 days after the Separation. The Employee shall execute and return the release within the period set forth in such form. The foregoing notwithstanding, the Employee and the Company shall not be required to release any claims that they may have against each other arising under (i) Paragraph 2 of the Employee’s offer letter from the Company dated April 10, 2002 (the “Offer Letter”), (ii) the Indemnification Agreement dated October 34, 2002, between the Employee and the Company, (ii) the letter agreement dated July 18, 2001, between the Employee and the Company or any related agreements or (iii) any rights to indemnification, advancement of expenses or repayment arising under the Company’s Amended and Restated Certificate of Incorporation or the Company’s Amended and Restated Bylaws, in each case as currently in effect or as subsequently amended.

Qualifying Terminations. This Section 2 shall only apply if: (i) Section 1 does not apply; (ii) Either A Separation occurs because either (A) the Company terminates the Employee’s employment with the Company for a reason other than Cause or Permanent Disability or (B) the Employee resigns for Good Reason; and (iii) Either (A) the Employee and the Company have executed a reciprocal general release (in the form attached hereto as Exhibit A) of all known and unknown claims that they may then have against each other and have agreed not to prosecute any legal action or other proceeding based on such claims or (B) the Company (at its sole discretion) has determined within 30 days after the Separation to waive the requirement of a reciprocal general release. Absent a waiver by the Company, the Company shall complete the form of release and deliver it to the Employee within 30 days after the Separation. The Employee shall execute and return the release within the period set forth in such form. The foregoing notwithstanding, the Employee and the Company shall not be required to release any claims that they may have against each other arising under (i) Paragraph 2 of the Employee’s offer letter from the Company dated April 10, 2002 (the “Offer Letter”), (ii) the Indemnification Agreement dated October 3, 2002, between the Employee and the Company or (iii) any rights to indemnification, advancement of expenses or repayment arising under the Company’s Amended and Restated Certificate of Incorporation or the Company’s Amended and Restated Bylaws, in each case as currently in effect or as subsequently amended.