Common use of Severance and Release Clause in Contracts

Severance and Release. As used in this Agreement, the Executive’s “Severance” means the continued payment of Executive’s Base Salary, Benefits and accrued or earned cash and equity bonuses then in effect (without regard to any reduction in compensation which would qualify as a basis for a resignation with Good Reason), for a period of time commencing on date of Executive’s termination and ending six (6) months thereafter (the “Severance Period”). Subject to the delivery of the Release as provided below, such Severance shall be paid to the Executive as a lump sum upon the date the Release is irrevocable. Except with the regard to the obligation of the Company to pay the Accrued Obligations, the obligations of the Company to the Executive under this Section 5.4 (including the obligation to pay Severance) is expressly and specifically conditioned upon Executive signing and not revoking a general release of claims substantially in the form of Exhibit D to this Agreement (the “Release”), which is incorporated by reference, and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the date on which the Notice of Termination (as defined below) is given (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to Severance or other benefits under this Agreement, other than the payment of Accrued Obligations through the date of the Executive’s termination. In no event will Severance or benefits be paid or provided until the Release becomes effective and irrevocable. In the event the Notice of Termination occurs at a time during the calendar year where the Release could become effective in the subsequent calendar year and the separation of service becomes effective (actually or otherwise) in the following year, then any Severance and benefits under this Section 5.4 that would otherwise be considered deferred compensation subject to Section 409A of the Code will begin to be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or, if later, the date the Release actually becomes effective. If the Executive breaches any provisions of the Release or all or any portion of any of the restrictions or provisions set forth in Section 6 or 7 of this Agreement, in addition to any other remedies at law or in equity available to it, the Company may cease making any further payments and providing the other benefits provided for in this Section 5.4, without affecting its rights under this Agreement or the Release. All rights that the Executive may have to Severance payments by the Company are determined and solely based on the terms and conditions of this Agreement and not based on the Company’s severance policy then in effect.

Severance and Release. As used in this Agreement, the Executive’s “Severance” means the continued payment of Executive’s Base Salary, Benefits and accrued or earned cash and equity bonuses then in effect (without regard to any reduction in compensation which would qualify as a basis for a resignation with Good Reason), for a period of time commencing on date of Executive’s termination and ending as follows: twelve (12) months thereafter during the first year of the Agreement; nine (9) months thereafter during the second year of the Agreement; and six (6) months thereafter during the third year of the Agreement and thereafter (the “Severance Period”). Subject to the delivery of the Release as provided below, such Severance shall be paid to the Executive as a lump sum upon the date the Release is irrevocableSeverance. Except with the regard to the obligation of the Company to pay the Accrued Obligations, the obligations of the Company to the Executive under this Section 5.4 (including the obligation to pay Severance) is expressly and specifically conditioned upon Executive signing and not revoking a general release of claims substantially in the form of Exhibit D to this Agreement (the “Release”), which is incorporated by reference, and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the date on which the Notice of Termination (as defined below) is given (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to Severance or other benefits under this Agreement, other than the payment of Accrued Obligations through the date of the Executive’s termination. In no event will Severance or benefits be paid or provided until the Release becomes effective and irrevocable. In the event the Notice of Termination occurs at a time during the calendar year where the Release could become effective in the subsequent calendar year and the separation of service becomes effective (actually or otherwise) in the following year, then any Severance and benefits under this Section 5.4 that would otherwise be considered deferred compensation subject to Section 409A of the Code will begin to be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or, if later, the date the Release actually becomes effective. If the Executive breaches any provisions of the Release or all or any portion of any of the restrictions or provisions set forth in Section 6 or 7 of this Agreement, in addition to any other remedies at law or in equity available to it, the Company may cease making any further payments and providing the other benefits provided for in this Section 5.4, without affecting its rights under this Agreement or the Release. All rights that the Executive may have to Severance payments by the Company are determined and solely based on the terms and conditions of this Agreement and not based on the Company’s severance policy then in effect.

Severance and Release. As used in this Agreement, the Executive’s “Severance” means the continued payment of Executive’s Base Salary, Benefits and accrued or earned cash and equity bonuses then in effect (without regard to any reduction in compensation which would qualify as a basis for a resignation with Good Reason), for a period of time commencing on date of Executive’s termination and ending six twelve (612) months thereafter (the “Severance Period”). Subject to the delivery of the Release as provided below, such Severance shall be paid to the Executive as a lump sum upon the date the Release is irrevocableSeverance. Except with the regard to the obligation of the Company to pay the Accrued Obligations, the obligations of the Company to the Executive under this Section 5.4 (including the obligation to pay Severance) is expressly and specifically conditioned upon Executive signing and not revoking a general release of claims substantially in the form of Exhibit D to this Agreement (the “Release”), which is incorporated by reference, and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the date on which the Notice of Termination (as defined below) is given (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to Severance or other benefits under this Agreement, other than the payment of Accrued Obligations through the date of the Executive’s termination. In no event will Severance or benefits be paid or provided until the Release becomes effective and irrevocable. In the event the Notice of Termination occurs at a time during the calendar year where the Release could become effective in the subsequent calendar year and the separation of service becomes effective (actually or otherwise) in the following year, then any Severance and benefits under this Section 5.4 that would otherwise be considered deferred compensation subject to Section 409A of the Code will begin to be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or, if later, the date the Release actually becomes effective. If the Executive breaches any provisions of the Release or all or any portion of any of the restrictions or provisions set forth in Section 6 or 7 of this Agreement, in addition to any other remedies at law or in equity available to it, the Company may cease making any further payments and providing the other benefits provided for in this Section 5.4, without affecting its rights under this Agreement or the Release. All rights that the Executive may have to Severance payments by the Company are determined and solely based on the terms and conditions of this Agreement and not based on the Company’s severance policy then in effect.