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

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section 7 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable to the Company and provided that such release of claims becomes effective and irrevocable no later than sixty (60) days following the effective date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. 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 amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section 7 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable to the Company and provided that such release of claims becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive or provided until the separation agreement and release of claims becomes effective and irrevocable. 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 amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits pursuant to upon the Executive’s Qualified Termination under Section 7 will be 3 is subject to the Executive signing and not revoking a the Company’s then-standard separation agreement and release of claims in a form acceptable (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, and provided that other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such release of claims becomes requirement, the “Release Requirement”), which must become effective and irrevocable no later than sixty (60) days the 60th day following the effective date of termination Executive’s Qualified Termination (such deadline, the “Release Deadline”). The Company shall deliver such form 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. Except as provided by the following sentence, upon the Release becoming effective, any severance payments or benefits under this Agreement otherwise payable to the Executive within five (5) business days after during the period from the date of the Executive’s Qualified Termination through the effective date of the termination. No severance or other benefits pursuant to Section 7 Release will be paid to Executive until payable in a lump sum without interest as soon as administratively practicable after the separation agreement and release of claims Release becomes effective and irrevocableirrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. If Notwithstanding the separation agreement and release of claims does not become effective by foregoing, if the Release DeadlineDeadline is in the calendar year following the calendar year in which the Qualified Termination occurs, Executive will forfeit then any rights to severance or benefits under this Agreement. Any severance payments or benefits under this Agreement that would be considered constitute Deferred Compensation Severance Benefits Payments (as defined in Section 24), below) will be paid on, or, or in the case of installments, will not commence until, until the sixtieth (60th) 61st day following after the Executive’s “separation from service”Qualified Termination, or, or if later, such time (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 245(b). Any installment severance payments that would have been made or benefits otherwise payable to the Executive during the sixty (60) day period immediately following from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “separation from service” but for the preceding sentence Severance Start Date”) will be paid in a lump sum to the Executive on the sixtieth (60th) day following Executive’s “separation from service” and the Severance Start Date, with any remaining payments will to be made as provided in this Agreement. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.

Separation Agreement and Release of Claims. The receipt of any severance payment or other benefits pursuant to Section 7 Sections 5(a) or (b) will be subject to Executive (i) Employee resigning from all positions Employee may hold as an officer or director of a Company Group member and executing all documents the applicable Company Group member determines, in its sole discretion, are necessary to effectuate such resignations prior to the Release Deadline (as defined below) (such resignation and execution of applicable documents, the “Resignations”), and (ii) Employee signing and not revoking a separation agreement and release of claims in a form acceptable reasonably satisfactory to the Company (the “Release”) and provided that such release of claims Release becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement Resignations and release of claims does the Release do not become effective and irrevocable by the Release Deadline, Executive Employee will forfeit any rights to severance payments or benefits under this Agreement. Any In no event will severance payments or benefits be paid or provided until the Resignations and the Release become effective and irrevocable. If earned, none of the severance payments and benefits payable upon Employee’s Qualified Termination under this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 24), 5 will be paid on, or, in the case of installments, will not commence until, or otherwise provided prior to the sixtieth (60th) day following ExecutiveEmployee’s “separation from service”Qualified Termination. Except with respect to the extent that payments are delayed under Section 6(c), or, if later, such time as required by Section 24. Any installment payments that would have been made to Executive during on the sixty (60) day period immediately first regularly scheduled Company payroll date following Executive’s “separation from service” but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following ExecutiveEmployee’s “separation from service” Qualified Termination, the Company will pay or provide Employee the severance payments and benefits that Employee would otherwise have received under Section 5 on or prior to that date, with the remaining payments will be made as provided in this Agreement. If Executive should die before all balance of the severance amounts have been paid, such unpaid amounts will be payments and benefits being paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estateprovided as originally scheduled.

Separation Agreement and Release of Claims. The receipt of any severance payment or other benefits pursuant to Section 7 Sections 8(a) or (b) will be subject to (i) the Executive resigning from all positions the Executive may hold as an officer or director of a Company Group member and executing all documents the applicable Company Group member determines, in its sole discretion, are necessary to effectuate such resignations prior to the Release Deadline (as defined below) (such resignation and execution of applicable documents, the “Resignations”), and (ii) the Executive signing and not revoking a separation agreement and release of claims in a form acceptable reasonably satisfactory to the Company (the “Release”) and provided that such release of claims Release becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement Resignations and release of claims does the Release do not become effective and irrevocable by the Release Deadline, the Executive will forfeit any rights to severance payments or benefits under this Agreement. Any In no event will severance payments or benefits be paid or provided until the Resignations and the Release become effective and irrevocable. If earned and unless otherwise agreed by Company, none of the severance payments and benefits payable upon the Executive’s Qualified Termination under this Agreement that would be considered Deferred Compensation Severance Benefits (Section 8, with the exception of the continuation of the Health Benefit, as defined in Section 24)applicable, will be paid on, or, in the case of installments, will not commence until, or otherwise provided prior to the sixtieth (60th60th day) following the Executive’s Qualified Termination. Except with respect to the extent that payments are delayed under Section 9(c), on the first regularly scheduled Company payroll date following the 60th day following the Executive’s “separation from service”Qualified Termination, orthe Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 8 on or prior to that date, if later, such time as required by Section 24. Any installment payments that would have been made to Executive during with 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 balance of the severance amounts have been paid, such unpaid amounts will be payments and benefits being paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estateprovided as originally scheduled.

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section 7 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable to the Company and provided that such release of claims becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form the Release to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive or provided until the separation agreement and release of claims becomes effective and irrevocable. 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 amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section 7 1(a)(ii) or Section 1(a)(iii) of this Exhibit A will be subject to Executive your signing and not revoking a separation agreement and including a general release of claims relating to your employment and/or the accompanying letter agreement and this Exhibit A against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and affirmation of obligations hereunder and under the EPIA in a form acceptable reasonably satisfactory to the Company or its successor (the “Release”) and provided that such release of claims Release becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement and release of claims Release does not become effective and irrevocable by the Release Deadline, Executive you will forfeit any rights to severance or benefits under this Agreementletter. Any In no event will severance payments or benefits under be paid or provided until the Release becomes effective and irrevocable. Notwithstanding anything to the contrary in this Agreement Agreement, in the event that your termination occurs at a time during the calendar year where it would be possible for the Release to become effective in the calendar year following the calendar year in which your termination occurs, any severance that would be considered Deferred Compensation Severance Benefits Payments (as defined in Section 24), 3 of this Exhibit A) will be paid on, or, on the first payroll date to occur during the calendar year following the calendar year in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s “separation from service”which such termination occurs, or, if later, (1) the Release Deadline, (ii) such time as required by the payment schedule applicable to each severance benefit, or (iii) 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 3 of this Agreement. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.Exhibit A.

Separation Agreement and Release of Claims. The receipt payment of any severance or other benefits pursuant to set forth in Section 7 will be subject to 6(a), Section 6(b), Section 6(c) and Section 6(d) above is contingent upon Executive signing and not revoking a separation agreement and release of claims agreement with the Company (which may include an agreement not to disparage the Company, non-solicit 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 provided that such release of claims becomes Release becoming effective and irrevocable no later than sixty (60) days following the effective date of termination Executive’s separation from service (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement and release of claims Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. Any In no event will severance payments or benefits under this Agreement 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 considered Deferred Compensation Severance Benefits (as defined possible for the Release to become effective in Section 24)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 will be paid on, or, on the first payroll date to occur during the calendar year following the calendar year in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s “which such separation from serviceservice occurs (the “Payroll Date”), or, if later: (i) the Release Deadline, (ii) such time as required by the payment schedule applicable to each severance benefit, or (iii) such time as required by Section 248(b)(ii); provided, however, that any acceleration of vesting of options and restricted stock will be provided on the Release effectiveness date. Any installment Except as required by Section 8(b)(ii), any payments and benefits that would have been made to Executive during prior to the sixty (60) day period immediately following Executive’s “separation from service” later of the Payroll Date or Release Deadline but for the payment requirements of the preceding sentence will be paid to Executive on the sixtieth (60th) day later of the Payroll Date or the Release Deadline following Executive’s “separation from service” service and the remaining payments will be made as provided in this Agreement. If In no event will Executive should die before all have discretion to determine the taxable year of the payment of any severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, payments or otherwise to the personal representative of Executive’s estatebenefits.

Separation Agreement and Release of Claims. The receipt of any severance payment or other benefits pursuant to Section 7 Sections 8(a) or (b) will be subject to (i) the Executive resigning from all positions the Executive may hold as an officer or director of a Company Group member and executing all documents the applicable Company Group member determines, in its sole discretion, are necessary to effectuate such resignations prior to the Release Deadline (as defined below) (such resignation and execution of applicable documents, the “Resignations”), and (ii) the Executive signing and not revoking a separation agreement and release of claims in a form acceptable reasonably satisfactory to the Company (the “Release”) and provided that such release of claims Release becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement Resignations and release of claims does the Release do not become effective and irrevocable by the Release Deadline, the Executive will forfeit any rights to severance payments or benefits under this Agreement. Any In no event will severance payments or benefits be paid or provided until the Resignations and the Release become effective and irrevocable. If earned, none of the severance payments and benefits payable upon the Executive’s Qualified Termination under this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 24), 8 will be paid on, or, in the case of installments, will not commence until, or otherwise provided prior to the sixtieth (60th60th day) following the Executive’s Qualified Termination. Except with respect to the extent that payments are delayed under Section 9(c), on the first regularly scheduled Company payroll date following the 60th day following the Executive’s “separation from service”Qualified Termination, orthe Company will pay or provide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 8 on or prior to that date, if later, such time as required by Section 24. Any installment payments that would have been made to Executive during with 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 balance of the severance amounts have been paid, such unpaid amounts will be payments and benefits being paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estateprovided as originally scheduled.

Separation Agreement and Release of Claims. The receipt of any severance payment or other benefits pursuant to Section 7 Sections 6(a) or (b) will be subject to Executive (i) Employee resigning from all positions Employee may hold as an officer or director of a Company Group member and executing all documents the applicable Company Group member determines, in its sole discretion, are necessary to effectuate such resignations prior to the Release Deadline (as defined below) (such resignation and execution of applicable documents, the “Resignations”), and (ii) Employee signing and not revoking a separation agreement and release of claims in a form acceptable reasonably satisfactory to the Company (the “Release”) and provided that such release of claims Release becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement Resignations and release of claims does the Release do not become effective and irrevocable by the Release Deadline, Executive Employee will forfeit any rights to severance payments or benefits under this Agreement. Any In no event will severance payments or benefits be paid or provided until the Resignations and the Release become effective and irrevocable. If earned, none of the severance payments and benefits payable upon Employee’s Qualified Termination under this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 24), 6 will be paid on, or, in the case of installments, will not commence until, or otherwise provided prior to the sixtieth (60th) day following ExecutiveEmployee’s “separation from service”Qualified Termination. Except with respect to the extent that payments are delayed under Section 7(c), or, if later, such time as required by Section 24. Any installment payments that would have been made to Executive during on the sixty (60) day period immediately first regularly scheduled Company payroll date following Executive’s “separation from service” but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following ExecutiveEmployee’s “separation from service” Qualified Termination, the Company will pay or provide Employee the severance payments and benefits that Employee would otherwise have received under Section 6 on or prior to that date, with the remaining payments will be made as provided in this Agreement. If Executive should die before all balance of the severance amounts have been paid, such unpaid amounts will be payments and benefits being paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estateprovided as originally scheduled.

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section 7 this Agreement will be subject to Executive signing and not revoking a separation agreement and release of claims (the “Release”) in a form reasonably acceptable to the Company and provided that such release of claims which becomes effective and irrevocable no later than within sixty (60) days following Executive’s employment termination date or such earlier date as required by the effective date of termination Release (such deadline, the “Release Deadline”). The Company shall deliver such form to Release will provide (among other things) that Executive within five (5) business days after will not disparage the effective date of the terminationCompany, its directors, or its executive officers, and will contain No-Inducement, No-Solicit and Non-Compete terms consistent with this Agreement. No severance or other benefits pursuant to Section 7 this Agreement will be paid to Executive or provided until the separation agreement and release Release becomes effective. Notwithstanding any timing of claims becomes effective and irrevocable. If payment provision in Section 6, in 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 event severance payments provided under Section 6(a) or benefits under this Agreement that Section 6(b) would be considered Deferred Compensation Severance Benefits Payments (as defined in Section 2413 below), then the following timing of payments will be paid on, or(b) apply to such Deferred Payments, in the each case of installments, will not commence until, the sixtieth (60th) day following Executive’s “separation from service”, or, if later, such time as subject to any delay in payment required by the provisions of Section 24. Any installment payments that would have been made to Executive during 13 (and provided the sixty Release becomes effective): (60i) day period immediately following If the Release Deadline is on or before December 10 of the calendar year in which Executive’s “separation from service” but for (within the preceding sentence meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and official guidance promulgated thereunder (together, “Section 409A”)) occurs, any portion of the severance payments or benefits provided under Section 6(a) or Section 6(b) that would be considered Deferred Payments will be paid to Executive on or before December 31 of that calendar year or such later time as required by (A) the sixtieth payment schedule applicable to each payment or benefit as set forth in Section 6, or (60thB) day following if applicable, Section 13 of this Agreement; and (ii) If the Release Deadline is after December 10 of the calendar year in which Executive’s “separation from service” and (within the remaining meaning of Section 409A) occurs, any portion of the severance payments or benefits provided under Section 6(a) or Section 6(b) that would be considered Deferred Payments will be made paid on the first payroll date to occur during the calendar year following the calendar year in which such separation of service occurs or such later time as provided required by (A) the payment schedule applicable to each payment or benefit as set forth in Section 6, (B) the Release Deadline, or (C) if applicable, Section 13 of this Agreement. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.(c)

Separation Agreement and Release of Claims. The receipt of any severance severance, or other benefits pursuant to Section 7 8 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to the Company and provided that such release of claims becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 8 will be paid to Executive or provided until the separation agreement and release of claims becomes effective and irrevocable. 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 2425), 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 2425. 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 amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.”

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits pursuant to Section 7 3 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable reasonably satisfactory to the Company (the “Release”) and provided that such release of claims Release becomes effective and irrevocable no later than sixty (60) days following the effective date of termination Termination Date (such deadline, the “Release DeadlineDeadline Date”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement and release of claims Release does not become effective and irrevocable by the Release DeadlineDeadline Date, Executive will forfeit any rights to severance or benefits under this Agreement. Any In no event will severance payments or benefits be paid or provided until the Release becomes effective and irrevocable. Subject to Section 5(d) below, (i) any lump sum cash severance payment under Section 3(a)(i) of this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 24), will be paid onon the first regularly scheduled payroll date of the Company following the date that the Release becomes effective and irrevocable (the “Release Effectiveness Date”), or, in the case and any lump sum cash severance payment under Sections 3(b)(i)(1) or 3(b)(ii)(1) 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 this Agreement will be paid to Executive on the sixtieth later of (60thA) 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 Release Effectiveness Date or (B) the date of the severance amounts have been paid, such unpaid amounts Change in Control; (ii) any Prorated Bonus Amount will be paid in a lump-sum payment promptly the calendar year in which occurs the last day of the Company’s fiscal year during which the Terminate Date occurs, but no later than the fifteenth (15th) day of the third month following the last day of such event Company fiscal year; (iii) any taxable installments under Section 5(c) otherwise payable to Executive’s designated beneficiaryExecutive on or before the Release Effectiveness Date will be paid on the Release Effectiveness Date, and any remaining installments will be paid as specified in this Agreement; and (iv) any Time‑based Awards that are restricted stock units, performance shares, performance units, and similar full value awards that accelerate vesting under Section 3(b)(i)(4) or 3(b)(ii)(4) will be settled within ten (10) days following the date the Release becomes effective and irrevocable or if livinglater, or otherwise to on the personal representative date of Executive’s estatethe Change in Control.

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section 7 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to the Company and provided that such release of claims becomes effective and irrevocable no later than sixty (60) days following the effective date of termination (such deadline, the “Release Deadline”)Company. The Company shall deliver such form to Executive within five (5) five business days after the effective date of termination. Such release of claims shall become effective and irrevocable no later than sixty (60) days following the terminationtermination date (such deadline, the “Release Deadline”). Such agreement shall not require Executive to release claims to the indemnification contemplated by Section 11. No severance or other benefits pursuant to Section 7 will be paid to Executive or provided until the such separation agreement and release of claims becomes effective and irrevocable. If the Executive fails to sign, or revokes, such separation agreement and release of claims does not become effective by prior to 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 amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.”

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section 7 1(a)(ii) or Section 1(a)(iii) of this Exhibit C will be subject to Executive your signing and not revoking a separation agreement and including a general release of claims relating to your employment and/or the accompanying letter agreement and this Exhibit C against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and affirmation of obligations hereunder and under the EPIA in a form acceptable reasonably satisfactory to the Company or its successor (the “Release”) and provided that such release of claims Release becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement and release of claims Release does not become effective and irrevocable by the Release Deadline, Executive you will forfeit any rights to severance or benefits under this Agreementletter. Any In no event will severance payments or benefits under be paid or provided until the Release becomes effective and irrevocable. Notwithstanding anything to the contrary in this Agreement Agreement, in the event that your termination occurs at a time during the calendar year where it would be possible for the Release to become effective in the calendar year following the calendar year in which your termination occurs, any severance that would be considered Deferred Compensation Severance Benefits Payments (as defined in Section 24), 3 of this Exhibit C) will be paid on, or, on the first payroll date to occur during the calendar year following the calendar year in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s “separation from service”which such termination occurs, or, if later, (1) the Release Deadline, (ii) such time as required by the payment schedule applicable to each severance benefit, or (iii) 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 3 of this Agreement. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.Exhibit C.

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section Sections 3 and 7 will be subject to Executive Employee signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to the Company and honoring all continuing covenants in this Agreement and the Inventions Agreement and provided that such release of claims becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive Employee within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive or provided until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement and release of claims does not become effective by the Release Deadline, Executive Employee 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 2423), will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following ExecutiveEmployee’s “separation from service”, or, if later, such time as required by Section 2423. Any installment payments that would have been made to Executive Employee during the sixty (60) day period immediately following ExecutiveEmployee’s “separation from service” but for the preceding sentence will be paid to Executive Employee on the sixtieth (60th) day following ExecutiveEmployee’s “separation from service” and the remaining payments will be made as provided in this Agreement. If Executive Employee should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to ExecutiveEmployee’s designated beneficiary, if living, or otherwise to the personal representative of ExecutiveEmployee’s estate.”

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits pursuant to Section 7 3 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable reasonably satisfactory to the Company (the “Release”) and provided that such release of claims Release becomes effective and irrevocable no later than sixty (60) days following the effective date of termination Termination Date (such deadline, the “Release DeadlineDeadline Date”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement and release of claims Release does not become effective and irrevocable by the Release DeadlineDeadline Date, Executive will forfeit any rights to severance or benefits under this Agreement. Any In no event will severance payments or benefits be paid or provided until the Release becomes effective and irrevocable. Subject to Section 5(d) below, (i) any lump sum cash severance payment under Section 3(a)(i) of this Agreement that would be considered Deferred Compensation Severance Benefits (as defined in Section 24), will be paid onon the first regularly scheduled payroll date of the Company following the date that the Release becomes effective and irrevocable (the “Release Effectiveness Date”), or, in the case and any lump sum cash severance payment under Sections 3(b)(i)(1) or 3(b)(ii)(1) 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 this Agreement will be paid to Executive on the sixtieth later of (60thA) 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 Release Effectiveness Date or (B) the date of the severance amounts have been paid, such unpaid amounts Change in Control; (ii) any Prorated Bonus Amount will be paid in a lump-sum payment promptly the calendar year in which occurs the last day of the Company’s fiscal year during which the Terminate Date occurs, but no later than the fifteenth (15th) day of the third month following the last day of such event Company fiscal year; (iii) any taxable installments under Section 5(c) otherwise payable to Executive’s designated beneficiaryExecutive on or before the Release Effectiveness Date will be paid on the Release Effectiveness Date, and any remaining installments will be paid as specified in this Agreement; and (iv) any Time‑based Awards that are restricted stock units, performance shares, performance units, and similar full value awards that accelerate vesting under Section 3(b)(i)(4) or 3(b)(ii)(4) will be settled within ten (10) days following the date the Release becomes effective and irrevocable or if livinglater, or otherwise to on the personal representative date of Executive’s estate.the Change in Control. Exhibit 10.47.1

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section 7 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to the Company and provided that such release of claims becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive or provided until the separation agreement and release of claims becomes effective and irrevocable. 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 amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.”

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section Sections 3 and 7 will be subject to Executive Employee signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to the Company and honoring all continuing covenants in this Agreement and the Inventions Agreement and provided that such release of claims becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive or provided until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement and release of claims does not become effective by the Release Deadline, Executive Employee 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 2423), will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following ExecutiveEmployee’s “separation from service”, or, if later, such time as required by Section 2423. Any installment payments that would have been made to Executive Employee during the sixty (60) day period immediately following ExecutiveEmployee’s “separation from service” but for the preceding sentence will be paid to Executive Employee on the sixtieth (60th) day following ExecutiveEmployee’s “separation from service” and the remaining payments will be made as provided in this Agreement. If Executive Employee should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to ExecutiveEmployee’s designated beneficiary, if living, or otherwise to the personal representative of ExecutiveEmployee’s estate.”

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section Sections 3 and 7 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to the Company and provided that such release of claims becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”), and honoring all continuing covenants in this Agreement and the Inventions Agreement. The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive or provided until the separation agreement and release of claims becomes effective and irrevocable. 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 2423), 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 2423. 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 amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.”

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section 7 10 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to the Company and provided that such within the period required by the release of claims becomes effective and irrevocable but in no event later than sixty (60) days following Executive’s termination of employment, inclusive of any revocation period set forth in the effective date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the terminationrelease. No severance will be paid or provided until the separation agreement and release agreement becomes effective and non-revocable. Subject to Section 15, the severance and other benefits payable pursuant to Section 7 10 that do not constitute Deferred Compensation Separation Benefits (as defined in Section 15) will commence or be paid paid, as applicable, by the Company to Executive until (less applicable tax withholdings) as soon as administratively practicable but within ten (10) calendar days following the date of Executive’s separation from service or, if later, on the date the separation agreement and release of claims becomes effective effective. Subject to the Section 15, if Executive’s employment ends on or before October 15 of a calendar year, the severance and irrevocable. If other benefits payable pursuant to Section 10 that do constitute Deferred Compensation Separation Benefits (as defined in Section 15) shall be paid by the Company to Executive (less applicable tax withholdings) as soon as administratively practicable following the date of Executive’s separation from service, or, if later, on the date the separation agreement and release of claims does not become effective required by this Section 14(a) becomes effective, but in no event later than December 31 of that calendar year. If Executive’s employment ends after October 15 of a calendar year, the severance and other benefits payable pursuant to Section 10 that do constitute Deferred Compensation Separation Benefits shall be paid 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 Company to Executive on the sixtieth later of (60tha) day the second payroll date in the calendar year next following the calendar year in which Executive’s “separation from service” and employment has ended or (b) the remaining payments will be made as provided in this Agreement. If Executive should die before all of first payroll date following the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to date Executive’s designated beneficiaryseparation agreement and release of claims becomes effective, if living, or otherwise subject to the personal representative of Executive’s estateSection 15.

Separation Agreement and Release of Claims. The receipt payment of any severance or other benefits pursuant to set forth in Section 7 will be subject to 6 above is contingent upon Executive signing and not revoking a separation agreement and release of claims agreement with the Company (which may include an agreement not to disparage the Company, non-solicit 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 provided that such release of claims becomes Release becoming effective and irrevocable no later than sixty (60) days following the effective date of termination Executive’s separation from service (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement and release of claims Release does not become effective by the Release Deadline, Executive will forfeit any rights to the severance payments or benefits under this Agreement. Any In no event will any severance payments or benefits under this Agreement 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 considered Deferred Compensation Severance Benefits (as defined possible for the Release to become effective in Section 24)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 or benefits will be paid on, or, in or provided on the case of installments, will not commence until, later of: (i) the sixtieth Release Deadline; (60thii) day following Executive’s “separation from service”, or, if later, such time as required by the payment schedule applicable to each severance benefit; or (iii) such time as required by Section 248(b)(ii). Any Except as required by Section 8(b)(ii), any installment payments that would have been made to Executive during prior to the sixty (60) day period immediately following Executive’s “separation from service” Release Deadline but for the Release Deadline payment requirement of the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s “separation from service” service and the remaining payments will be made as provided in this Agreement. If The acceleration of vesting of options or shares purchased under options will become effective on the date the Release becomes effective. In no event will Executive should die before all have discretion to determine the taxable year of the payment of any severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, payments or otherwise to the personal representative of Executive’s estatebenefit.

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section 7 9 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable reasonably satisfactory to the Company and provided that such separation agreement and release of claims becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. 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 In no event will 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, or provided until the release of claims becomes effective and irrevocable. If the Release Deadline is on or before December 10 of the calendar year 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 which Executive’s “separation from service” but for (within the preceding sentence meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any other guidance promulgated thereunder (“Section 409A”)) occurs, any portion of the severance payments provided under Section 9 that would be considered “Deferred Compensation Separation Benefits” (as defined below) will be paid made to Executive on or before December 31 of that calendar year or, if later, (i) such time as required by the sixtieth payment schedule applicable to each payment or benefit as set forth in Section 9, or (60thii) day following such time as required by Section 10(c). If the Release Deadline is after December 10 of the calendar year in which Executive’s “separation from service” and (within the remaining meaning of Section 409A) occurs, any portion of the severance payments provided under Section 9 that would be considered Deferred Compensation Separation Benefits will be made as provided to Executive on the first payroll date to occur during the calendar year following the calendar year in this Agreement. If Executive should die before all of the severance amounts have been paidwhich such separation from service occurs, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiaryor, if livinglater, (i) the first payroll date following the Release Deadline, (ii) such time as required by the payment schedule applicable to each payment or benefit as set forth in Section 9, or otherwise to the personal representative of Executive’s estate(iii) such time as required by Section 10(c).

Separation Agreement and Release of Claims. The receipt Receipt of the severance payments and benefits specified in this Section 9 shall be contingent on Executive’s (or Executive’s estate, in the event of Executive’s death) execution of a full release of all claims against the Company in substantially the form attached to this Agreement as Exhibit A, and the lapse of any severance or other benefits pursuant to Section 7 will be subject to Executive signing statutory period for revocation, and not revoking a separation agreement and release of claims in a form acceptable to the Company and provided that such release of claims becomes becoming effective and irrevocable no later than sixty in accordance with its terms within fifty-two (6052) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. 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 fifty-third (60th53rd) day following Executive’s “separation from service”, or, if later, (A) with respect to severance payments or benefits payable under Sections 9(b)(i) and (ii), if Executive’s termination date occurs during the Change of Control Transition Period but prior to the closing of the Change of Control, on the date of the closing of the Change of Control, or (B) such time as required by Section 2423(b) except that the acceleration of vesting of equity awards not subject to Section 409A will become effective on the release’s effective date, or, if later, with respect to the benefits provided in Section 9(b)(iii), if Executive’s termination date occurs within the Change of Control Transition Period but prior to the closing of the Change of Control, on the date of the closing of the Change of Control. Any Except as required by 23(b), any lump sum or installment payments that would have been made to Executive during the sixty period between the date of the Executive’s separation from service and the fifty-third (6053rd) day period immediately following Executive’s “separation from service” service but for the preceding sentence will be paid to Executive on the sixtieth fifty-third (60th53rd) day following Executive’s “separation from service” , or, if later, with respect to severance payments or benefits payable under Sections 9(b)(i) and (ii), if Executive’s termination date occurs during the Change of Control Transition Period but prior to the closing of the Change of Control, on the date of the closing of the Change of Control, and the remaining payments will be made as provided in this Agreement. If the release does not become effective and irrevocable by the Release Deadline, Executive should die before all of the will forfeit any right to severance amounts have been paid, such unpaid amounts payments or benefits under this Agreement. In no event will severance payments or benefits be paid in a lump-sum payment promptly following such or provided until the release actually becomes effective and irrevocable. In no event will Executive have discretion to Executive’s designated beneficiary, if living, or otherwise to determine the personal representative taxable year of Executive’s estateany payments.

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section 7 8 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable to the Company attached hereto as Exhibit A and provided that such release of claims becomes effective and irrevocable no later than sixty (60) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 8 will be paid to Executive or provided until the separation agreement and release of claims becomes effective and irrevocable. 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 2425), 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 2425. 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 amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.”

Separation Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Section Sections 3 and 7 will be subject to Executive Employee signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to the Company and honoring all continuing covenants in this Agreement and the Inventions Agreement and provided that such release of claims becomes effective and irrevocable no later than sixty thirty (6030) days following the effective termination date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after Employee upon the effective date of the termination. No severance or other benefits pursuant to Section Sections 3 or 7 will be paid to Executive or provided until the separation agreement and release of claims becomes effective and irrevocable. If the separation agreement and release of claims does not become effective by the Release Deadline, Executive Employee 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 2423), will be paid on, or, in the case of installments, will not commence until, the sixtieth thirtieth (60th30th) day following ExecutiveEmployee’s “separation from service”, or, if later, such time as required by Section 2423. Any installment payments that would have been made to Executive Employee during the sixty thirty (6030) day period immediately following ExecutiveEmployee’s “separation from service” but for the preceding sentence will be paid to Executive Employee on the sixtieth thirtieth (60th30th) day following ExecutiveEmployee’s “separation from service” and the remaining payments will be made as provided in this Agreement. If Executive Employee should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to ExecutiveEmployee’s designated beneficiary, if living, or otherwise to the personal representative of ExecutiveEmployee’s estate.”