Common use of Release Requirement Clause in Contracts

Release Requirement. The payment of any Death/Disability Benefits, Non-CIC Severance Benefits or the CIC Severance Benefits (collectively, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s estate, as applicable) executing and not revoking a customary general release of claims against the Company and its subsidiaries and affiliates (the “Company Group”), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive (or Executive’s estate, as applicable) within 5 days following the Termination Date, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date the Release is provided to Executive (or Executive’s estate, as applicable), or 45 days from such date in the event of a group termination). The Release will not be effective until it has been signed by Executive (or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectiveness, the “Release Effective Date”). Notwithstanding anything to the contrary in this Section 5 or otherwise in this Agreement, no Severance Benefits shall be paid or provided until the Release Effective Date, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this Section 5 shall be paid as soon as practicable after the Release Effective Date (and no later than the next payroll period following the Release Effective Date; provided that if the period during which Executive may execute and deliver the Release spans two calendar years, no Severance Benefits will be paid or provided until the second calendar year).

Release Requirement. The payment of any Death/Disability Benefits, Non-CIC As a condition to receiving the Severance Benefits in Section 6(b) or the CIC COC Severance Benefits (collectivelyin Section 6(c) of this Agreement, the “Severance Benefits”), as applicable, Executive shall be conditioned required to: (i) execute on Executive or before the Release Expiration Date (or Executive’s estate, as applicable) executing and not revoking a customary general release of claims against the Company and its subsidiaries and affiliates (the “Company Group”defined below), and their respective pastnot revoke within any time provided by the Company to do so, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and a release of all those connected with any of them claims in a form acceptable to the Company (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive shall release the Company and each of its Affiliates and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (or and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of the Executive’s estateemployment with the Company and each of its Affiliates or the termination of such employment, as applicablebut excluding all claims to the Severance Benefits or COC Severance Benefits the Executive may have under this Section 6, rights to vested benefits or continuation coverage under Company-sponsored health and retirement plans pursuant to the terms of such plans, and rights to defense and indemnification from the Company in accordance with the Company’s governing documents or any separate indemnification agreement entered into between the Executive and the Company, and any directors and officers liability insurance in accordance with the terms of such insurance policies; and (ii) within 5 days following abide by all of the Termination Executive’s post-separation obligations hereunder in Sections 9, 10 and 11 of this Agreement (and in any other agreement between the Executive and the Company). If the Release is not executed and returned to the Company on or before the Release Expiration Date, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date required revocation period has not fully expired without revocation of the Release is provided to by the Executive, then the Executive (or Executive’s estate, as applicable), or 45 days from such date in the event of a group termination). The Release will shall not be effective until it has been signed by Executive (entitled to any portion of the Severance Benefits or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectivenessCOC Severance Benefits. As used herein, the “Release Effective Expiration Date”). Notwithstanding anything ” is that date that is 21 days following the date upon which the Company delivers the Release to the contrary in this Section 5 or otherwise in this Agreement, no Severance Benefits Executive (which shall be paid or provided until the Release Effective Date, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this Section 5 shall be paid as soon as practicable after the Release Effective Date (and occur no later than 7 days after the next payroll period Termination Date and which number of days shall be counted in accordance with the requirements of the Age Discrimination in Employment Act of 1967 (“ADEA”)) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in ADEA), the date that is 45 days following the Release Effective Date; provided that if the period during which Executive may execute and deliver the Release spans two calendar years, no Severance Benefits will be paid or provided until the second calendar year)such delivery date.

Release Requirement. The payment As a condition to Employee receiving any pay or benefits under subparagraph A(2) or B(2) of any Death/Disability Benefits, Non-CIC Severance Benefits this Paragraph 13 or the CIC Severance Benefits under Paragraph 18 (collectively, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s estate, as applicable) executing and not revoking a customary general release of claims against the Company and its subsidiaries and affiliates (the “Company Group”), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive (or Executive’s estate, as applicable) within 5 days following the Termination Date, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date the Release is provided to Executive (or Executive’s estate, as applicable), Employee must sign (and not revoke) a written release agreement (“Release”) containing any terms specified by Corporation for (i) Employee’s release of Corporation and its affiliates from all claims arising from Employee’s employment or 45 termination, (ii) Employee’s non-revocation of that release during the seven (7)-day period applicable to age-based claims, and (iii) Employee’s promise to comply with specified confidentiality, noncompetition and/or nonsolicitation provisions. Corporation will terminate Employee’s eligibility for severance pay and benefits if she fails to sign, if she revokes, or if she fails to follow the terms of this Release and if it is not signed and returned to Corporation within the earlier of (i) the deadline specified by Corporation, or (ii) sixty (60) days from such date in after Employee’s Actual Termination Date (or Termination Date for purposes of Paragraph 18). Employee must sign the Release after his Actual Termination Date (or Termination Date for purposes of Paragraph 18). In the event that any payment under subparagraph A(2) or B(2) of a group termination). The Release will not be effective until it has been signed by Executive this Paragraph 13 or under Paragraph 18 (or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectivenessis not exempt from Code Section 409A, the “Release Effective Date”). Notwithstanding anything to payment timing is based on the contrary in signing of this Section 5 or otherwise in this Agreement, no Severance Benefits shall be paid or provided until the Release Effective DateRelease, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this Section 5 shall be paid as soon as practicable after the Release Effective Date (and no later than the next payroll period following the Release Effective Date; provided that if the period during in which Executive may execute Employee could timely sign and deliver return the Release release spans two (2) calendar years, no Severance Benefits will such payment shall in all events be paid or provided until made in the second such calendar year). Notwithstanding the foregoing, if the payment timing of any portion of payments or benefits, which rely solely on the short-term deferral rule to be exempt from Code Section 409A, would be delayed beyond the short-term deferral rule period due to Employee’s late signing of the Release, such portion shall be forfeited.

Release Requirement. The payment As a condition precedent to the Executive’s eligibility for and receipt of any Death/Disability the Severance Benefits, Non-CIC Enhanced Severance Benefits Amount or Retirement Benefits, as the CIC Severance Benefits (collectivelycase may be, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s estate, as applicable) executing must first execute a separation and not revoking a customary general release of claims against agreement in substantially the form provided by the Company and its subsidiaries and affiliates (the “Company Group”), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them attached hereto as Exhibit A (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive (or Executive’s estate, as applicable) within 5 the time period specified in such Release (which shall be no more than forty-five (45) calendar days following the Termination Date), and must refrain from revoking such Release to the extent a revocation option is provided therein (which revocation period shall be executed by Executive no more than seven (or 7) calendar days after the Executive’s estateexecution of the Release, unless otherwise provided by applicable law). Notwithstanding any provision to the contrary, (i) except as otherwise provided in clause (ii) below, (A) the first installment of the Severance Benefits, (B) the Enhanced Severance Amount, and (C) the Retirement Benefits, as applicable, will be made on the Company’s next regular payday following the expiration of sixty (60) within calendar days from the timeframe set forth therein Termination Date; provided, that the first payment of the Severance Benefits shall include any installment amounts relating to payrolls that became payable during such sixty (which 60) day period and that were not paid to the Executive, and (ii) if the Termination Date occurs (A) during the Protection Period and (B) prior to a Change in Control, then the Enhanced Severance Amount shall be no less than 21 paid on the Company’s next regular payday following the expiration of sixty (60) calendar days from the date the Release is provided to Executive (or Executive’s estate, as applicable), or 45 days from such date in the event of a group termination). The Release will not be effective until it has been signed by Executive (or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectiveness, the “Release Effective Date”). Notwithstanding anything to the contrary Change in this Section 5 or otherwise in this Agreement, no Severance Benefits shall be paid or provided until the Release Effective Date, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this Section 5 shall be paid as soon as practicable after the Release Effective Date (and no later than the next payroll period following the Release Effective Date; provided that if the period during which Executive may execute and deliver the Release spans two calendar years, no Severance Benefits will be paid or provided until the second calendar year)Control.

Release Requirement. The payment As a condition of receiving any Death/Disability Benefitspayments under Section 8(a) other than the Accrued Obligations or other rights, Non-CIC Severance Benefits or the CIC Severance Benefits (collectively, the “Severance Benefits”), compensation and/or benefits as applicable, shall may be conditioned on Executive (or Executive’s estate, as applicable) executing and not revoking a customary general release of claims against the Company and its subsidiaries and affiliates (the “Company Group”), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided due to Executive (or Executive’s beneficiary, legal representative(s) or estate) in accordance with the terms and provisions of any agreements, as applicableplans or programs of the Company (collectively, the “Non-Releasable Obligations”), Executive shall execute a release, in a form reasonably acceptable to the Company, thereby releasing the Company and its affiliates from any and all obligations and liabilities to the Executive arising from or in connection with the Executive’s employment or termination of employment with the Company and its affiliates, other than the Non-Releasable Obligations and the benefits and indemnification obligations provided pursuant to Sections 23, 24 and 25 of this Agreement, to the fullest extent permitted by law. Such release will be provided by the Company to the Executive within five (5) within 5 days following the Termination Date, termination of the Executive’s employment and must be executed and returned (and not revoked) by the Executive to the Company within 60 days following such termination of employment. If the Executive executes the release and does not revoke the release within 60 days of his or her termination of employment, payment of the severance payments and benefits will be made (or Executive’s estatecommence, as applicablein the case of installments) within on the timeframe set forth therein (which Severance Payment Date; provided, that the Pro-Rated Bonus shall be no less than 21 days from paid on the date later of (i) the Release is provided to Executive Severance Payment Date and (or Executive’s estate, as applicable), or 45 days from such date ii) the time specified in the event of a group termination). The Release will not be effective until it has been signed by Executive (or Executive’s estate, as applicableSection 8(a)(ii) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectiveness, the “Release Effective Date”)hereof. Notwithstanding anything in this Agreement to the contrary contrary, if the Executive does not execute the release and/or the release does not become irrevocable within 60 days of such termination of employment, the Executive shall not receive any severance payments or benefits under Section 8(a) other than the Non-Releasable Obligations. Further, notwithstanding anything in this Section 5 or otherwise in this AgreementAgreement to the contrary, if the Company does not provide such release to Executive within thirty (30) days following the termination of the Executive’s employment, no Severance Benefits such release shall be paid or provided until the Release Effective Date, and required as a condition of receipt of any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this benefits under Section 5 shall be paid as soon as practicable after the Release Effective Date (and no later than the next payroll period following the Release Effective Date; provided that if the period during which Executive may execute and deliver the Release spans two calendar years, no Severance Benefits will be paid or provided until the second calendar year8(a).

Release Requirement. The payment of any Death/Disability BenefitsAs a condition to receiving (and continuing to receive) the post-termination payments and benefits described in this Agreement, Non-CIC Severance Benefits or the CIC Severance Benefits (collectively, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s spouse or estate, as applicable) executing and must (i) within not revoking a customary general release later than 60 days after the last day of claims against the Company and its subsidiaries and affiliates employment (the “Company GroupRelease Deadline”), execute (and their respective past, present not revoke) and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them deliver to the Company a Mutual Release Of All Claims And Covenant Not To Sue Agreement (the “Release”), ) in substantially a form to be prepared by the form attached hereto as Exhibit A, which Release will be provided to Executive (or Company at the time of Executive’s estate, as applicableseparation from employment; and (ii) within 5 days following remain in full compliance with such Release. The Company will have the Termination Date, and must be executed by obligation to provide Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date with the Release is provided to Executive within seven (or Executive’s estate, as applicable), or 45 7) days from such date in of the event termination date. None of a group termination). The Release will not be effective until it has been signed by Executive (or Executive’s estate, as applicable) the post-termination payments and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectiveness, the “Release Effective Date”). Notwithstanding anything to the contrary benefits described in this Section 5 or otherwise in this Agreement, no Severance Benefits shall Agreement will be paid or provided until the Release Effective Dateis effective and irrevocable and if the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit all rights to the post-termination severance payments and benefits described in this Agreement. If the Release is effective and irrevocable on the Release Deadline, then, except as required the following sentence and/or Section 409A (as defined below), any Severance Benefits payments that would have otherwise been paid prior made to Executive during the Release Effective Date pursuant to this Section 5 shall 60 day period immediately following Executive’s separation from service will be paid as soon as practicable after to Executive on the Release Effective Date (and no later than the next first Company payroll period following the Release Effective Date; Deadline and any remaining payments will be made as provided in this Agreement. Additionally, and notwithstanding anything herein to the contrary, in the event that if the time period during within which Executive may execute must return and deliver not revoke the Release spans straddles two (2) calendar years, no Severance Benefits in all events any post-termination payments that are subject to Section 409A will be paid made (or provided until commence, as applicable) in the second such calendar year).. Vivos Employment Agreement - CEO 6

Release Requirement. The payment As a condition to Employee receiving any benefits under subparagraph C(3) of any Death/Disability Benefitsthis Paragraph 14, Non-CIC Severance Benefits or the CIC Severance Benefits Employee must sign (collectively, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s estate, as applicable) executing and not revoking revoke) a customary general written release of claims against the Company and its subsidiaries and affiliates agreement (the “Company Group”), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them (the “Release”)) containing any terms specified by Corporation for (i) Employee’s release of Corporation and its affiliates from all claims arising from Employee’s employment or termination, in substantially (ii) Employee’s non-revocation of that release during the form attached hereto as Exhibit Aseven (7)-day period applicable to age-based claims, which and (iii) Employee’s promise to comply with specified confidentiality, noncompetition and/or nonsolicitation provisions. Corporation will terminate Employee’s eligibility for severance pay and benefits if he fails to sign, if he revokes, or if he fails to follow the terms of this Release will be provided and if it is not signed and returned to Executive Corporation within the earlier of (i) the deadline specified by Corporation, or Executive(ii) sixty (60) days after Employee’s estate, as applicable) within 5 days following the Actual Termination Date. Employee must sign the Release after his Actual Termination Date. In the event that any payment under subparagraph C(3) of this Paragraph 14 is not exempt from Code Section 409A, the payment timing is based on the signing of this Release, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date the Release is provided to Executive (or Executive’s estate, as applicable), or 45 days from such date in the event of a group termination). The Release will not be effective until it has been signed by Executive (or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectiveness, the “Release Effective Date”). Notwithstanding anything to the contrary in this Section 5 or otherwise in this Agreement, no Severance Benefits shall be paid or provided until the Release Effective Date, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this Section 5 shall be paid as soon as practicable after the Release Effective Date (and no later than the next payroll period following the Release Effective Date; provided that if the period during in which Executive may execute Employee could timely sign and deliver return the Release release spans two (2) calendar years, no Severance Benefits will such payment shall in all events be paid or provided until made in the second such calendar year). Notwithstanding the foregoing, if the payment timing of any portion of payments or benefits, which rely solely on the short-term deferral rule to be exempt from Code Section 409A, would be delayed beyond the short-term deferral rule period due to Employee’s late signing of the Release, such portion shall be forfeited.

Release Requirement. The payment As a condition to Employee receiving any pay or benefits under subparagraph A(2) or B(2) of any Death/Disability Benefits, Non-CIC Severance Benefits this Paragraph 13 or the CIC Severance Benefits under Paragraph 18 (collectively, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s estate, as applicable) executing and not revoking a customary general release of claims against the Company and its subsidiaries and affiliates (the “Company Group”), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive (or Executive’s estate, as applicable) within 5 days following the Termination Date, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date the Release is provided to Executive (or Executive’s estate, as applicable), Employee must sign (and not revoke) a written release agreement (“Release”) containing any terms specified by Corporation for (i) Employee’s release of Corporation and its affiliates from all claims arising from Employee’s employment or 45 termination, (ii) Employee’s non-revocation of that release during the seven (7)-day period applicable to age-based claims, and (iii) Employee’s promise to comply with specified confidentiality, noncompetition and/or non-solicitation provisions. Corporation will terminate Employee’s eligibility for severance pay and benefits if he fails to sign, if he revokes, or if he fails to follow the terms of this Release and if it is not signed and returned to Corporation within the earlier of (i) the deadline specified by Corporation or (ii) sixty (60) days from such date in after Employee’s Actual Termination Date (or Termination Date for purposes of Paragraph 18). Employee must sign the Release after his Actual Termination Date (or Termination Date for purposes of Paragraph 18). In the event that any payment under subparagraph A(2) or B(2) of a group termination). The Release will not be effective until it has been signed by Executive this Paragraph 13 or under Paragraph 18 (or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectivenessis not exempt from Code Section 409A, the “Release Effective Date”). Notwithstanding anything to payment timing is based on the contrary in signing of this Section 5 or otherwise in this Agreement, no Severance Benefits shall be paid or provided until the Release Effective DateRelease, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this Section 5 shall be paid as soon as practicable after the Release Effective Date (and no later than the next payroll period following the Release Effective Date; provided that if the period during in which Executive may execute Employee could timely sign and deliver return the Release release spans two (2) calendar years, no Severance Benefits will such payment shall in all events be paid or provided until made in the second such calendar year). Notwithstanding the foregoing, if the payment timing of any portion of payments or benefits, which rely solely on the short-term deferral rule to be exempt from Code Section 409A, would be delayed beyond the short-term deferral rule period due to Employee’s late signing of the Release, such portion shall be forfeited.

Release Requirement. The payment of any Death/Disability Benefits, Non-CIC Severance Benefits payments and benefits payable pursuant to Section 7(f)(i) or the CIC Severance Benefits (collectively, the “Severance Benefits”7(f)(ii), as applicable, shall be conditioned on other than any Accrued Amounts, are collectively referred to as the "Severance Payments." Notwithstanding anything herein to the contrary, TRMG's obligation to make or pay any portion of any Severance Payment is conditional upon (1) within 60 days following Executive's termination of employment, Executive (or Executive’s estate, as applicable) executing delivering to TRMG a valid and not revoking a customary effective separation and general release agreement in favor of TRMG and the Company, waiving all claims against TRMG and the Company Company, in a form and its subsidiaries substance acceptable to TRMG and affiliates the Company, with all periods for revocation therein having expired; and (2) Executive's compliance with his obligations under Sections 9, 10, 11 and 12. Subject to the preceding sentence, any Severance Payments due hereunder, other than any Pro-▇▇▇▇ Bonus, will commence with TRMG's first regularly scheduled payroll date upon or following the 60th day after Executive's termination of employment (the “Company Group”"Severance Payment Commencement Date"), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any such Severance Payments that would otherwise have been payable prior to the Severance Payment Commencement Date but for this sentence instead being accumulated (without interest) and paid on the Severance Payment Commencement Date. (g) Upon Executive's voluntary termination of them his employment hereunder (i) for any reason outside of the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive 12-month period following a Change-In-Control or (or Executive’s estate, as applicableii) within 5 days following the Termination Date, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date the Release is provided to Executive (or Executive’s estate, as applicable)without Good Reason, or 45 days from such date in the event that Executive's employment is terminated upon or following the expiration of a group terminationthe Term, this Agreement (subject to Section 25) will terminate. Executive will be entitled to (1) any Accrued Amounts and (2) continue to participate in the Benefit Plans to the extent participation by former employees is required by law, with the expense of such participation to be as specified in such plans for former employees. Executive will also be entitled to any accrued amounts or benefits payable under the terms of the Benefit Plans. (h) Upon TRMG giving notice of termination pursuant to Section 7(a)(i), 7(a)(ii) or 7(a)(iii) or Executive giving notice of termination pursuant to Section 7(a)(v) or 7(a)(vi). The Release TRMG may require that Executive immediately leave TRMG's and the Company's premises and cease reporting to work, but such requirement will not be affect the effective until it has been signed by Executive (or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectiveness, the “Release Effective Date”). Notwithstanding anything to the contrary in this Section 5 termination of employment or otherwise in this Agreement, no Severance Benefits shall be paid or provided until the Release Effective Date, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date other amounts payable pursuant to this Section 5 shall be paid 7. (i) Following the termination of Executive's employment for any reason, if and to the extent requested by the Board, Executive agrees to resign from the Board, all fiduciary positions (including as soon as practicable trustee) and all other offices and positions Executive holds with the Company Group; provided, however, that if Executive refuses to tender Executive's resignation after the Release Effective Date (and no later than Board has made such request, then the next payroll period following the Release Effective Date; provided that if the period during which Executive may execute and deliver the Release spans two calendar years, no Severance Benefits Board will be paid or provided until the second calendar year)empowered to tender Executive's resignation from such offices and positions.

Release Requirement. The payment of any Death/Disability Benefits, Non-CIC Severance Benefits or Notwithstanding the CIC Severance Benefits (collectivelyforegoing, the “Company shall not pay to Executive, and Executive shall not have any right to receive, the Severance Benefits”Payments or Change in Control Severance Payment unless, on or before the sixtieth (60th) day following the date of termination of employment: (i) Executive has executed and delivered to the Company a release of all employment-related claims against the Company, its affiliates, successor companies, and their past and current directors, officers, employees and agents, in a form provided to Executive by the Company (which shall preserve, to the extent applicable, any indemnity rights Executive may be entitled to pursuant to Company by-laws, statute or any director and officer liability insurance maintained by the Company); and (ii) the statutory revocation period for such release has expired. Timing of Payment of Severance Payments /Change in Control Severance Payments. Base Salary continuation provided for in Section 3.2(c) shall commence on the sixtieth (60th) day following the date of termination of employment and shall be paid over a twelve (12) month period in accordance with the normal payroll practices and schedule of the Company. The pro-rated annual incentive bonus payment provided for in Section 3.2(c) shall be made at such time as other participants in the plan receive their payment, or, if later, on the sixtieth (60th) day following the date of Executive’s termination of employment, provided that Section 3.2(e) has been satisfied by such date. The lump-sum payment provided for in Section 3.2(d) shall be made on the sixtieth (60th) day following the date of termination of employment. The COBRA Continuation Payments provided for in Sections 3.2(c) and 3.2(d) shall be paid on a monthly basis after Executive has paid the applicable COBRA premium payment, provided that Section 3.2(e) has been satisfied by such date, over a 12-month or 18-month period, as applicable, shall be conditioned on Executive (or Executive’s estate, as applicable) executing and not revoking a customary general release of claims against the Company and its subsidiaries and affiliates (the “Company Group”), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive (or Executive’s estate, as applicable) within 5 days following the Termination Date, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date the Release is provided to Executive (or Executive’s estate, as applicable), or 45 days from such date in the event of a group termination). The Release will not be effective until it has been signed by Executive (or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectiveness, the “Release Effective Date”). Notwithstanding anything to the contrary in this Section 5 or otherwise contained in this Agreement, no if: (i) Executive is a “specified employee” within the meaning of Section 1.409A‑1(i) of the 409A Regulations; and (ii) the Severance Benefits Payments do not qualify for exemption from Section 409A under the short-term deferral exception to deferred compensation of Section 1.409A-1(b)(4) of the 409A Regulations, the separation pay plan exception to deferred compensation of Section 1.409A-1(b)(9) of the 409A Regulations, or any other exception under the 409A Regulations, that portion of the Severance Payments not exempt from Section 409A of the Code shall be paid made in accordance with the terms of this Agreement, but in no event earlier than the first to occur of: (A) the day after the six-month anniversary of Executive’s termination of employment; or provided until (B) Executive’s death. Any payments delayed pursuant to the Release Effective Dateprior sentence shall be made in a lump sum, on the first business day after the six-month anniversary of Executive’s termination of employment along with interest thereon payable at the short-term applicable federal rate for monthly payments, as determined under Section 1274(d) of the Code, for the month in which Executive’s employment terminated. Each installment of the Severance Payments shall be deemed a separate payment for purposes of Section 409A and the 409A Regulations. Treatment of Severance Payments/Change in Control Severance Payments for Tax and Benefit Purposes . The Severance Payments and Change in Control Severance Payments shall be treated as ordinary income and shall be reduced by any applicable income or employment taxes which are required to be withheld under applicable law, and all amounts are stated before any such deduction. Furthermore, the Severance Benefits that would have otherwise been paid prior to Payments and Change in Control Severance Payments shall not be included as compensation for purposes of any qualified or nonqualified retirement or welfare benefit plan, program or policy of the Release Effective Date pursuant to this Section 5 shall be paid as soon as practicable after the Release Effective Date (and no later than the next payroll period following the Release Effective Date; provided that if the period during which Executive may execute and deliver the Release spans two calendar years, no Severance Benefits will be paid or provided until the second calendar year)Company.

Release Requirement. The payment As a condition to Employee receiving any pay or benefits under subparagraph A(2) or B(2) of any Death/Disability Benefits, Non-CIC Severance Benefits this Paragraph 13 or the CIC Severance Benefits under Paragraph 18 (collectively, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s estate, as applicable) executing and not revoking a customary general release of claims against the Company and its subsidiaries and affiliates (the “Company Group”), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive (or Executive’s estate, as applicable) within 5 days following the Termination Date, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date the Release is provided to Executive (or Executive’s estate, as applicable), Employee must sign (and not revoke) a written release agreement (“Release”) containing any terms specified by Corporation for (i) Employee’s release of Corporation and its affiliates from all claims arising from Employee’s employment or 45 termination, (ii) Employee’s non-revocation of that release during the seven (7)-day period applicable to age-based claims, and (iii) Employee’s promise to comply with specified confidentiality, noncompetition and/or nonsolicitation provisions. Corporation will terminate Employee’s eligibility for severance pay and benefits if she fails to sign, if she revokes, or if she fails to follow the terms of this Release and if it is not signed and returned to Corporation within the earlier of (i) the deadline specified by Corporation, or (ii) sixty (60) days from such date in after Employee’s Actual Termination Date (or Termination Date for purposes of Paragraph 18). Employee must sign the Release after her Actual Termination Date (or Termination Date for purposes of Paragraph 18). In the event that any payment under subparagraph A(2) or B(2) of a group termination). The Release will not be effective until it has been signed by Executive this Paragraph 13 or under Paragraph 18 (or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectivenessis not exempt from Code Section 409A, the “Release Effective Date”). Notwithstanding anything to payment timing is based on the contrary in signing of this Section 5 or otherwise in this Agreement, no Severance Benefits shall be paid or provided until the Release Effective DateRelease, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this Section 5 shall be paid as soon as practicable after the Release Effective Date (and no later than the next payroll period following the Release Effective Date; provided that if the period during in which Executive may execute Employee could timely sign and deliver return the Release release spans two (2) calendar years, no Severance Benefits will such payment shall in all events be paid or provided until made in the second such calendar year). Notwithstanding the foregoing, if the payment timing of any portion of payments or benefits, which rely solely on the short-term deferral rule to be exempt from Code Section 409A, would be delayed beyond the short-term deferral rule period due to Employee’s late signing of the Release, such portion shall be forfeited.

Release Requirement. The payment of any Death/Disability BenefitsAs a condition to receiving (and continuing to receive) the post-termination payments and benefits described in this Agreement, Non-CIC Severance Benefits or the CIC Severance Benefits (collectively, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s spouse or estate, as applicable) executing and must (i) within not revoking a customary general release later than 60 days after the last day of claims against the Company and its subsidiaries and affiliates employment (the “Company GroupRelease Deadline”), execute (and their respective past, present not revoke) and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them deliver to the Company a Mutual Release Of All Claims And Covenant Not To Sue Agreement (the “Release”), ) in substantially a form to be prepared by the form attached hereto as Exhibit A, which Release will be provided to Executive (or Company at the time of Executive’s estate, as applicableseparation from employment; and (ii) within 5 days following remain in full compliance with such Release. The Company will have the Termination Date, and must be executed by obligation to provide Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date with the Release is provided to Executive within seven (or Executive’s estate, as applicable), or 45 7) days from such date in of the event termination date. None of a group termination). The Release will not be effective until it has been signed by Executive (or Executive’s estate, as applicable) the post-termination payments and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectiveness, the “Release Effective Date”). Notwithstanding anything to the contrary benefits described in this Section 5 or otherwise in this Agreement, no Severance Benefits shall Agreement will be paid or provided until the Release Effective Dateis effective and irrevocable and if the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit all rights to the post-termination severance payments and benefits described in this Agreement. If the Release is effective and irrevocable on the Release Deadline, then, except as required the following sentence and/or Section 409A (as defined below), any Severance Benefits payments that would have otherwise been paid prior made to Executive during the Release Effective Date pursuant to this Section 5 shall 60 day period immediately following Executive’s separation from service will be paid as soon as practicable after to Executive on the Release Effective Date (and no later than the next first Company payroll period following the Release Effective Date; Deadline and any remaining payments will be made as provided in this Agreement. Additionally, and notwithstanding anything herein to the contrary, in the event that if the time period during within which Executive may execute must return and deliver not revoke the Release spans straddles two (2) calendar years, no Severance Benefits in all events any post-termination payments that are subject to Section 409A will be paid made (or provided until commence, as applicable) in the second such calendar year).. Vivos Employment Agreement - CFO 6

Release Requirement. The payment As a condition to Employee receiving any pay or benefits under subparagraph A(2) or B(2) of any Death/Disability Benefits, Non-CIC Severance Benefits this Paragraph 13 or the CIC Severance Benefits under Paragraph 18 (collectively, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s estate, as applicable) executing and not revoking a customary general release of claims against the Company and its subsidiaries and affiliates (the “Company Group”), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive (or Executive’s estate, as applicable) within 5 days following the Termination Date, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date the Release is provided to Executive (or Executive’s estate, as applicable), Employee must sign (and not revoke) a written release agreement (“Release”) containing any terms specified by Corporation for (i) Employee’s release of Corporation and its affiliates from all claims arising from Employee’s employment or 45 termination, (ii) Employee’s non-revocation of that release during the seven (7)-day period applicable to age-based claims, and (iii) Employee’s promise to comply with specified confidentiality, noncompetition and/or nonsolicitation provisions. Corporation will terminate Employee’s eligibility for severance pay and benefits if he fails to sign, if he revokes, or if he fails to follow the terms of this Release and if it is not signed and returned to Corporation within the earlier of (i) the deadline specified by Corporation, or (ii) sixty (60) days from such date in after Employee’s Actual Termination Date (or Termination Date for purposes of Paragraph 18). Employee must sign the Release after his Actual Termination Date (or Termination Date for purposes of Paragraph 18). In the event that any payment under subparagraph A(2) or B(2) of a group termination). The Release will not be effective until it has been signed by Executive this Paragraph 13 or under Paragraph 18 (or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectivenessis not exempt from Code Section 409A, the “Release Effective Date”). Notwithstanding anything to payment timing is based on the contrary in signing of this Section 5 or otherwise in this Agreement, no Severance Benefits shall be paid or provided until the Release Effective DateRelease, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this Section 5 shall be paid as soon as practicable after the Release Effective Date (and no later than the next payroll period following the Release Effective Date; provided that if the period during in which Executive may execute Employee could timely sign and deliver return the Release release spans two (2) calendar years, no Severance Benefits will such payment shall in all events be paid or provided until made in the second such calendar year). Notwithstanding the foregoing, if the payment timing of any portion of payments or benefits, which rely solely on the short-term deferral rule to be exempt from Code Section 409A, would be delayed beyond the short-term deferral rule period due to Employee’s late signing of the Release, such portion shall be forfeited.

Release Requirement. The payment of any Death/Disability Benefits, Non-CIC Severance Benefits payments and benefits payable pursuant to Section 7(f)(i) or the CIC Severance Benefits (collectively, the “Severance Benefits”7(f)(ii), as applicable, shall be conditioned on Executive other than any Accrued Amounts, are collectively referred to as the “Severance Payments.” Notwithstanding anything herein to the contrary, TRMG’s obligation to make or pay any portion of any Severance Payment is conditional upon (or 1) within 60 days following Executive’s estatetermination of employment, as applicable) executing Executive delivering to TRMG a valid and not revoking a customary effective separation and general release agreement in favor of TRMG and the Company, waiving all claims against TRMG and the Company Company, in a form and its subsidiaries substance acceptable to TRMG and affiliates the Company, with all periods for revocation therein having expired; and (2) Executive’s compliance with his obligations under Sections 9, 10, 11 and 12. Subject to the preceding sentence, any Severance Payments due hereunder, other than any Pro-Rata Bonus, will commence with TRMG’s first regularly scheduled payroll date upon or following the 60th day after Executive’s termination of employment (the “Company GroupSeverance Payment Commencement Date”), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them such Severance Payments that would otherwise have been payable prior to the Severance Payment Commencement Date but for this sentence instead being accumulated (without interest) and paid on the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive Severance Payment Commencement Date. (or g) Upon Executive’s estate, as applicable) within 5 days following the Termination Date, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date the Release is provided to Executive (or Executive’s estate, as applicable)voluntary termination of his employment hereunder without Good Reason, or 45 days from such date in the event that Executive’s employment is terminated upon or following the expiration of a group terminationthe Term, this Agreement (subject to Section 25) will terminate. Executive will be entitled to (i) any Accrued Amounts and (ii) continue to participate in the Benefit Plans to the extent participation by former employees is required by law, with the expense of such participation to be as specified in such plans for former employees. Executive will also be entitled to any accrued amounts or benefits payable under the terms of the Benefit Plans. (h) Upon TRMG giving notice of termination pursuant to Section 7(a)(i). The Release , 7(a)(ii) or 7(a)(iii) or Executive giving notice of termination pursuant to Section 7(a)(v) or 7(a)(vi), TRMG may require that Executive immediately leave TRMG’s and the Company’s premises and cease reporting to work, but such requirement will not be affect the effective until it has been signed by Executive (or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectiveness, the “Release Effective Date”). Notwithstanding anything to the contrary in this Section 5 termination of employment or otherwise in this Agreement, no Severance Benefits shall be paid or provided until the Release Effective Date, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date other amounts payable pursuant to this Section 5 shall be paid 7. (i) Following the termination of Executive’s employment for any reason, if and to the extent requested by the Board, Executive agrees to resign from the Board, all fiduciary positions (including as soon as practicable trustee) and all other offices and positions Executive holds with the Company Group; provided, however, that if Executive refuses to tender Executive’s resignation after the Release Effective Date (and no later than Board has made such request, then the next payroll period following the Release Effective Date; provided that if the period during which Executive may execute and deliver the Release spans two calendar years, no Severance Benefits Board will be paid or provided until the second calendar year)empowered to remove Executive from such offices and positions.

Release Requirement. The payment As a condition to Employee receiving any pay or benefits under subparagraph A(2) or B(2) of any Death/Disability Benefits, Non-CIC Severance Benefits this Paragraph 13 or the CIC Severance Benefits under Paragraph 18 (collectively, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s estate, as applicable) executing and not revoking a customary general release of claims against the Company and its subsidiaries and affiliates (the “Company Group”), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive (or Executive’s estate, as applicable) within 5 days following the Termination Date, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date the Release is provided to Executive (or Executive’s estate, as applicable), Employee must sign (and not revoke) a written release agreement (“Release”) containing any terms specified by Corporation for (i) Employee’s release of Corporation and its affiliates from all claims arising from Employee’s employment or 45 termination, (ii) Employee’s non-revocation of that release during the seven (7)-day period applicable to age-based claims, and (iii) Employee’s promise to comply with specified confidentiality, noncompetition and/or nonsolicitation provisions. Corporation will terminate Employee’s eligibility for severance pay and benefits if he fails to sign, if he revokes, or if he fails to follow the terms of this Release and if it is not signed and returned to Corporation within the earlier of (i) the deadline specified by Corporation or (ii) sixty (60) days from such date in after Employee’s Actual Termination Date (or Termination Date for purposes of Paragraph 18). Employee must sign the Release after his Actual Termination Date (or Termination Date for purposes of Paragraph 18). In the event that any payment under subparagraph A(2) or B(2) of a group termination). The Release will not be effective until it has been signed by Executive this Paragraph 13 or under Paragraph 18 (or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectivenessis not exempt from Code Section 409A, the “Release Effective Date”). Notwithstanding anything to payment timing is based on the contrary in signing of this Section 5 or otherwise in this Agreement, no Severance Benefits shall be paid or provided until the Release Effective DateRelease, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this Section 5 shall be paid as soon as practicable after the Release Effective Date (and no later than the next payroll period following the Release Effective Date; provided that if the period during in which Executive may execute Employee could timely sign and deliver return the Release release spans two (2) calendar years, no Severance Benefits will such payment shall in all events be paid or provided until made in the second such calendar year). Notwithstanding the foregoing, if the payment timing of any portion of payments or benefits, which rely solely on the short-term deferral rule to be exempt from Code Section 409A, would be delayed beyond the short-term deferral rule period due to Employee’s late signing of the Release, such portion shall be forfeited.

Release Requirement. The payment of any Death/Disability Benefits, Non-CIC As a condition to receiving the Severance Benefits in Section 6(b) or the CIC COC Severance Benefits (collectivelyin Section 6(c) of this Agreement, the “Severance Benefits”), as applicable, Executive shall be conditioned required to: (i) execute on Executive or before the Release Expiration Date (or Executive’s estate, as applicable) executing and not revoking a customary general release of claims against the Company and its subsidiaries and affiliates (the “Company Group”defined below), and their respective pastnot revoke within any time provided by the Company to do so, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and a release of all those connected with any of them claims in a form acceptable to the Company (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive shall release the Company and each of its Affiliates and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (or and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of the Executive’s estateemployment with the Company and each of its Affiliates or the termination of such employment, as applicablebut excluding all claims to the Severance Benefits or COC Severance Benefits the Executive may have under this Section ‎6, rights to vested benefits or continuation coverage under Company-sponsored health and retirement plans pursuant to the terms of such plans, and rights to defense and indemnification from the Company in accordance with the Company’s governing documents or any separate indemnification agreement entered into between the Executive and the Company, and any directors and officers liability insurance in accordance with the terms of such insurance policies; and (ii) within 5 days following abide by all of the Termination Executive’s post-separation obligations hereunder in Sections ‎9, ‎10 and ‎11 of this Agreement (and in any other agreement between the Executive and the Company). If the Release is not executed and returned to the Company on or before the Release Expiration Date, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date required revocation period has not fully expired without revocation of the Release is provided to by the Executive, then the Executive (or Executive’s estate, as applicable), or 45 days from such date in the event of a group termination). The Release will shall not be effective until it has been signed by Executive (entitled to any portion of the Severance Benefits or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectivenessCOC Severance Benefits. As used herein, the “Release Effective Expiration Date”). Notwithstanding anything ” is that date that is 21 days following the date upon which the Company delivers the Release to the contrary in this Section 5 or otherwise in this Agreement, no Severance Benefits Executive (which shall be paid or provided until the Release Effective Date, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this Section 5 shall be paid as soon as practicable after the Release Effective Date (and occur no later than 7 days after the next payroll period Termination Date and which number of days shall be counted in accordance with the requirements of the Age Discrimination in Employment Act of 1967 (“ADEA”)) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in ADEA), the date that is 45 days following the Release Effective Date; provided that if the period during which Executive may execute and deliver the Release spans two calendar years, no Severance Benefits will be paid or provided until the second calendar year)such delivery date.