Common use of Required Release Clause in Contracts

Required Release. Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to provide the payments, acceleration, exercise extension and reimbursements under Sections 5.2 and 5.3 is conditioned upon Executive’s execution of the Separation Agreement and Release attached hereto as Exhibit A (the “Release”) and Executive’s compliance with the Restrictive Covenant Agreement. If Executive chooses not to execute such the Release or fails to comply with the Restrictive Covenant Agreement, then the Company’s obligation to compensate Executive ceases on the Separation Date except as to amounts due at the time. The Release must be executed by Executive no earlier than the date of Executive’s termination and Executive must execute it within twenty-one (21) days from the date of Executive’s termination; provided, that, with respect to a Restructuring Event, Executive may execute the Release prior to termination and approve the release of Executive’s signature page effective as of the date of the Restructuring Event, which Release shall be effective immediately. Such Release shall not be effective until any applicable revocation period has expired (the “Release Effective Date”).

Required Release. Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to provide the payments, acceleration, exercise extension and reimbursements under Sections 5.2 and 5.3 is conditioned upon Executive’s execution of the Separation Agreement and Release attached hereto as Exhibit A (the “Release”) and Executive’s compliance with the Restrictive Covenant Agreement. If Executive chooses not to execute such the Release or fails to comply with the Restrictive Covenant Agreement, then the Company’s obligation to compensate Executive ceases on the Separation Date except as to amounts due at the time. The Release must be executed by Executive no earlier than the date of Executive’s termination and Executive must execute it within twenty-one (21) days from the date of Executive’s termination; provided, that, with respect to a Restructuring Event, Executive may execute the Release prior to termination and approve the release of Executive’s signature page effective as of the date of the Restructuring Event, which Release shall be effective immediately. Such Release shall not be effective until any applicable revocation period has expired (the “Release Effective Date”).