Common use of Separation Agreement and Release of Claims Clause in Contracts

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage any member of the Company, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the date specified by the Company in the Release (the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocable. None of the severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 will be paid or otherwise provided prior to the 60th day following the Executive’s Qualified Termination. Except to the extent that payments are delayed under Section 5(b), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a) and Section 6(b) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, and provisions and/or other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 7(b)(ii). Except to the extent that payments are delayed under as required by Section 5(b7(b)(ii), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive would otherwise on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have received under Section 3 on or prior discretion to such date, with determine the balance taxable year of such payment of any severance payments and benefits being paid or provided as originally scheduledbenefits.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 7 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form acceptable to disparage any member the Company and provided that such release of the Company, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become claims becomes effective and irrevocable no later than sixty (60) days following the effective date specified by the Company in the Release of termination (such deadline, the “Release Deadline”); provided that . The Company shall deliver such form to Executive within five (5) business days after the Release Deadline effective date of the termination. No severance or other benefits pursuant to Section 7 will be no later than 60 days following paid to Executive until the Executive’s Qualified Terminationseparation agreement and release of claims becomes effective and irrevocable. If the Release separation agreement and release of claims does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance or benefits under this Agreement. Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 3. In no event 24), will severance payments or benefits under Section 3 be paid or on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s “separation from service”, or, if later, such time as required by Section 24. Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s “separation from service” but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s “separation from service” and the remaining payments will be made as provided until the Release actually becomes effective and irrevocablein this Agreement. None If Executive should die before all of the severance payments and benefits payable upon amounts have been paid, such Executive’s Qualified Termination under Section 3 unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise provided prior to the 60th day following the personal representative of Executive’s Qualified Termination. Except to the extent that payments are delayed under Section 5(b), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduledestate.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 7 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form acceptable to disparage any member the Company and provided that such release of the Company, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become claims becomes effective and irrevocable no later than sixty (60) days following the termination date specified by the Company in the Release (such deadline, the “Release Deadline”); provided that . The Company shall deliver such form to Executive within five (5) business days after the Release Deadline date of termination. No severance or other benefits pursuant to Section 7 will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually separation agreement and release of claims becomes effective and irrevocable. None If the separation agreement and release of claims does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 24), will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s “separation from service”, or, if later, such time as required by Section 24. Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s “separation from service” but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s “separation from service” and the remaining payments will be made as provided in this Agreement. If Executive should die before all of the severance payments and benefits payable upon amounts have been paid, such Executive’s Qualified Termination under Section 3 unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise provided prior to the 60th day following the personal representative of Executive’s Qualified Termination. Except to the extent that payments are delayed under Section 5(b), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduledestate.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a), Section 6(b), Section 6(c) and Section 6(d) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, and provisions and/or other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 8(b)(ii); provided, however, that any acceleration of vesting of options and restricted stock will be provided on the Release effectiveness date. Except to the extent that payments are delayed under as required by Section 5(b8(b)(ii), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive would otherwise on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have received under Section 3 on or prior discretion to such date, with determine the balance taxable year of such payment of any severance payments and benefits being paid or provided as originally scheduledbenefits.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 3(a) or (b) is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage any member of the CompanyCompany Group, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the date specified by 60th day following the Company in the Release Executive’s termination of employment (the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocable. None of the severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 will be paid or otherwise provided prior to the 60th 55th day following the Executive’s Qualified Termination. Except to the extent that payments are delayed under Section 5(b), on the first regular payroll pay day following the 60th 55th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a), Section 6(b), Section 6(c) and Section 6(d) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, provisions and other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 8(b)(ii); provided, however, that any acceleration of vesting of options and restricted stock will be provided on the Release effectiveness date. Except to the extent that payments are delayed under as required by Section 5(b8(b)(ii), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive would otherwise on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have received under Section 3 on or prior discretion to such date, with determine the balance taxable year of such payment of any severance payments and benefits being paid or provided as originally scheduledbenefits.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(b) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, and provisions and/or other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 7(b)(ii). Except to the extent that payments are delayed under as required by Section 5(b7(b)(ii), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive would otherwise on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have received under Section 3 on or prior discretion to such date, with determine the balance taxable year of such payment of any severance payments and benefits being paid or provided as originally scheduledbenefits.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 7 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form acceptable to disparage any member the Company and provided that such release of the Company, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become claims becomes effective and irrevocable no later than sixty (60) days following the termination date specified by the Company in the Release (such deadline, the “Release Deadline”); provided that . The Company shall deliver the Release Deadline to Executive within five (5) business days after the date of termination. No severance or other benefits pursuant to Section 7 will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually separation agreement and release of claims becomes effective and irrevocable. None If the separation agreement and release of claims does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 24), will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s “separation from service”, or, if later, such time as required by Section 24. Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s “separation from service” but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s “separation from service” and the remaining payments will be made as provided in this Agreement. If Executive should die before all of the severance payments and benefits payable upon amounts have been paid, such Executive’s Qualified Termination under Section 3 unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise provided prior to the 60th day following the personal representative of Executive’s Qualified Termination. Except to the extent that payments are delayed under Section 5(b), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduledestate.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 7(a), Section 7(b), Section 7(c), and Section 7(d) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and a release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, provisions and other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 9(b)(ii). Except to the extent that payments are delayed under as required by Section 5(b9(b)(ii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the first regular payroll pay sixtieth (60th) day following the 60th day following the Executive’s Qualified Termination, separation from service and the Company remaining payments will pay or provide be made as provided in this Agreement. In no event will Executive have discretion to determine the Executive the taxable year of payment of any severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduledpayments.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a), Section 6(b), Section 6(c) and Section 6(d) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and a release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, provisions and other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 8(b)(ii); provided, however, that any acceleration of vesting of options and restricted stock will be provided on the Release effectiveness date. Except to the extent that payments are delayed under as required by Section 5(b8(b)(ii), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive would otherwise on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have received under Section 3 on or prior discretion to such date, with determine the balance taxable year of such payment of any severance payments and benefits being paid or provided as originally scheduledbenefits.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 7(a) and Section 7(b) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, and provisions and/or other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 7(b)(ii). Except to the extent that payments are delayed under as required by Section 5(b7(b)(ii), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive would otherwise on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have received under Section 3 on or prior discretion to such date, with determine the balance taxable year of such payment of any severance payments and benefits being paid or provided as originally scheduledbenefits.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 4 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage any member of the CompanyCompany Group, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the date specified by 60th day following the Company in the Release Executive’s Qualified Termination (the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 34. In no event will severance payments or benefits under Section 3 4 be paid or provided until the Release actually becomes effective and irrevocable. None of the severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 4 will be paid or otherwise provided prior to the 60th day following the Executive’s Qualified Termination. Except to the extent that payments are delayed under Section 5(b6(b), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 3 4 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a), Section 6(b), Section 6(c) and Section 6(d) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, and Company and/or other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the . The Company shall provide Executive its draft form of Release Deadline will be no later than 60 within seven (7) days following the Executive’s Qualified Termination. If of any qualifying termination, and if the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service (or, with respect to the 60th day following payment of target bonus amounts under Section 6(a)(ii), if later, such time provided for under Section 6(a)(ii) that is no later than March 15th of the Executive’s Qualified Terminationyear after the year in which the separation from service occurs), or, if later, such time as required by Section 8(b)(ii); provided, however, that any acceleration of vesting of options and restricted stock will be provided on the Release effectiveness date. Except to the extent that payments are delayed under as required by Section 5(b8(b)(ii), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive would otherwise on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have received under Section 3 on or prior discretion to such date, with determine the balance taxable year of such payment of any severance payments and benefits being paid or provided as originally scheduledbenefits.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 8 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not to disparage any member in a form attached hereto as Exhibit A and provided that such release of the Company, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become claims becomes effective and irrevocable no later than sixty (60) days following the termination date specified by the Company in the Release (such deadline, the “Release Deadline”); provided that . The Company shall deliver such form to Executive within five (5) business days after the Release Deadline date of termination. No severance or other benefits pursuant to Section 8 will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually separation agreement and release of claims becomes effective and irrevocable. None If the separation agreement and release of claims does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 25), will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s “separation from service”, or, if later, such time as required by Section 25. Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s “separation from service” but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s “separation from service” and the remaining payments will be made as provided in this Agreement. If Executive should die before all of the severance payments and benefits payable upon amounts have been paid, such Executive’s Qualified Termination under Section 3 unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise provided prior to the 60th day following the personal representative of Executive’s Qualified Termination. Except to the extent that payments are delayed under Section 5(b), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduledestate.”

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a), Section 6(b), Section 6(c) and Section 6(d) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and a release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, provisions and other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 8(b)(ii); provided, however, that any acceleration of vesting of options and restricted stock will be provided on the Release effectiveness date. Except to the extent that payments are delayed under as required by Section 5(b8(b)(ii), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance any payments and benefits that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive would otherwise on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have received under Section 3 on or prior discretion to such date, with determine the balance taxable year of such payment of any severance payments and benefits being paid or provided as originally scheduledbenefits.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a), Section 6(b), Section 6(c) and Section 6(d) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and a release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, provisions and other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 8(b)(ii); provided, however, that any acceleration of vesting of options and restricted stock will be provided on the Release effectiveness date. Except to the extent that payments are delayed under as required by Section 5(b8(b)(ii), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive would otherwise on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have received under Section 3 on or prior discretion to such date, with determine the balance taxable year of such payment of any severance payments and or benefits being paid or provided as originally scheduled.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 4 is subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims to be provided by the Company Group (which may include an agreement not to disparage any member of the CompanyCompany Group, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the date specified by 60th day following the Company in the Release Executive’s Qualified Termination (the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 34. In no event will severance payments or benefits under Section 3 4 be paid or provided until the Release actually becomes effective and irrevocable. None of the severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 4 will be paid or otherwise provided prior to the 60th day following the Executive’s Qualified Termination. Except to the extent that payments are delayed under Section 5(b6(b), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 3 4 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a), Section 6(b) and Section 6(d) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, and provisions and/or other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 7(b)(ii); provided, however, that any acceleration of vesting of options and restricted stock (if any) will be provided on the Release effectiveness date. Except to the extent that payments are delayed under as required by Section 5(b7(b)(ii), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive would otherwise on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have received under Section 3 on or prior discretion to such date, with determine the balance taxable year of such payment of any severance payments and benefits being paid or provided as originally scheduledbenefits.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 4 is subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and general release of claims to be provided by the Company Group (which may include an agreement not to disparage any member of the CompanyCompany Group, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the date specified by 60th day following the Company in the Release Executive’s Qualified Termination (the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 34. In no event will severance payments or benefits under Section 3 4 be paid or provided until the Release actually becomes effective and irrevocable. None of the severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 4 will be paid or otherwise provided prior to the 60th day following the Executive’s Qualified Termination. Except to the extent that payments are delayed under Section 5(b6(b), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 3 4 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a) and Section 6(b) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, and provisions and/or other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 7(b)(ii). Except to the extent that payments are delayed under as required by Section 5(b7(b)(ii), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive would otherwise on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have received under Section 3 on or prior discretion to such date, with determine the balance taxable year of such payment of any severance payments and benefits being paid or provided as originally scheduled.benefits. Joh - Executive Employment Agreement

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 7(a) or 7(b) will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not to disparage any member of substantially in the Company, non-solicit provisions, and other standard terms and conditions) form appended hereto as Exhibit A (the “Release” ”) and such requirement, provided that the “Release Requirement”), which must become becomes effective and irrevocable no later than sixty (60) days following the termination date specified by the Company in the Release (such deadline, the “Release Deadline”); provided that . The Company shall deliver the Release Deadline in final version to Executive within five (5) business days after the date of termination. No severance or other benefits pursuant to Section 7(a) or 7(b) will be no later than 60 days following paid or provided until the Executive’s Qualified TerminationRelease becomes effective and irrevocable. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance or benefits under this Agreement. Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 3. In no event 24), will severance payments or benefits under Section 3 be paid or on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s “separation from service”, or, if later, such time as required by Section 24. Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s “separation from service” but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s “separation from service” and the remaining payments will be made as provided until the Release actually becomes effective and irrevocablein this Agreement. None If Executive should die before all of the severance payments and benefits payable upon amounts have been paid, such Executive’s Qualified Termination under Section 3 unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise provided prior to the 60th day following the personal representative of Executive’s Qualified Termination. Except to the extent that payments are delayed under Section 5(b), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduledestate.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a) and Section 6(b) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, and provisions and/or other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 7(b)(ii). Except to the extent that payments are delayed under as required by Section 5(b7(b)(ii), any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the first regular payroll pay date after the sixtieth (60th) day following the 60th day following the Executive’s Qualified Termination, separation from service and the Company remaining payments will pay or provide be made as provided in this Agreement. In no event will Executive have discretion to determine the Executive the taxable year of payment of any severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduledbenefits.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 7(a), Section 7(b) and Section 7(c) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and a release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, provisions and other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 9(b)(ii). Except to the extent that payments are delayed under as required by Section 5(b9(b)(ii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the first regular payroll pay sixtieth (60th) day following the 60th day following the Executive’s Qualified Termination, separation from service and the Company remaining payments will pay or provide be made as provided in this Agreement. In no event will Executive have discretion to determine the Executive the taxable year of payment of any severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduledpayments.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a), Section 6(b) and Section 6(c) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and a release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, provisions and other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective. In the event that Executive’s separation from service occurs at a time during the calendar year where it would be possible for the Release to become effective and irrevocable. None of in the calendar year following the calendar year in which the Executive’s separation from service occurs if Executive took the full provided period to review the Release, all severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 will be paid on the later of: (i) the Release Deadline, (ii) such time as required by the payment schedule applicable to each severance benefit, or otherwise provided (iii) such time as required by Section 8(b)(ii). Except as required by Section 8(b)(ii), any installment payments that would have been made to Executive prior to the 60th Release Deadline but for the Release Deadline payment requirement of the preceding sentence will be paid to Executive on the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service and the remaining payments will be made as provided in this Agreement. Except In no event will Executive have discretion to determine the extent that payments are delayed under Section 5(b), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the taxable year of payment of any severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduledpayments.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a) and Section 6(b) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, and provisions and/or other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Terminationseparation from service, or, if later, such time as required by Section 7(b)(ii). Except to the extent that payments are delayed under as required by Section 5(b7(b)(ii), on the first regular payroll pay day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance any payments and benefits that would have been made to Executive during the sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive would otherwise on the next regular payroll date of the Company following the sixtieth (60th) day after Executive’s separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have received under Section 3 on or prior discretion to such date, with determine the balance taxable year of such payment of any severance payments and benefits being paid or provided as originally scheduledbenefits.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 7 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form acceptable to disparage any member the Company and provided that such release of the Company, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become claims becomes effective and irrevocable no later than sixty (60) days following the effective date specified by the Company in the Release of termination (such deadline, the “Release Deadline”); provided that . The Company shall deliver such form to Executive within five (5) business days after the Release Deadline effective date of the termination. No severance or other benefits pursuant to Section 7 will be no later than 60 days following paid to Executive until the Executive’s Qualified Terminationseparation agreement and release of claims becomes effective and irrevocable. If the Release separation agreement and release of claims does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance or benefits under this Agreement. Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocable. None of the severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 24), will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Termination“separation from service”, or, if later, such time as required by Section 24. Except Any installment payments that would have been made to Executive during the extent that payments are delayed under Section 5(b), on the first regular payroll pay sixty (60) day following the 60th day following the Executive’s Qualified Termination, the Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.period immediately following

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 7(a), Section 7(b), Section 7(c), and Section 7(d) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and a release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company, non-solicit provisions, provisions and other standard terms and conditions) in a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the date specified by the Company in the Release sixty (60) days following Executive’s separation from service (such deadline, the “Release Deadline”); provided that the Release Deadline will be no later than 60 days following the Executive’s Qualified Termination. If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. None of the Any severance payments and benefits payable upon such Executive’s Qualified Termination under Section 3 this Agreement will be paid or otherwise provided prior to on, or, in the 60th case of installments, will not commence until, the sixtieth (60th) day following the Executive’s Qualified Termination. Except to the extent that payments are delayed under separation from service, or, if later, such time as required by Section 5(b9(b)(ii), Except as required by Section 9(b)(ii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the first regular payroll pay sixtieth (60th) day following the 60th day following the Executive’s Qualified Termination, separation from service and the Company remaining payments will pay or provide be made as provided in this Agreement. In no event will Executive have discretion to determine the Executive the taxable year of payment of any severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduledpayments.