Common use of ADEA Waiver Clause in Contracts

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) days to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); (d) Employee has seven (7) days following Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (ciii) Employee twenty-one you have sixty (2160) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing actually delivered ADEA Waiver, with such revocation to [_____] at ChannelAdvisorbe effective only if you deliver written notice of revocation to the Company within the seven (7)-day period; and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should you have the right to consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Company’s Chief Executive Officer; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). You hereby acknowledge that with this Agreement, the Company has provided you with an ADEA Disclosure Notice Under Title 29 U.S. Code Section 626(f)(1)(H) which is attached hereto as Exhibit D. Additionally, since you asked for, and received, material changes in this Agreement in your favor, you agree to waive the additional time for considering this offer to which you would otherwise be entitled. Thus, you agree that the required forty-five (45) day consideration period for this Agreement will be deemed to have started on January 29, 2004.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) days to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); (d) Employee has seven (7) days following Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing and actually delivered to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEAADEA (“ADEA Waiver”), as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver ADEA Waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver your ADEA Waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should you have the right to consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee twentyyou have forty-one five (2145) days from the date you receive this Agreement to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Company’s Vice President of Human Resources; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable. You hereby acknowledge that the Company has provided you with the ADEA Disclosure information (under Title 29 U.S. Code Section 626(f)(1)(H)), enclosed with this Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is knowingly and voluntarily you are waiving and releasing any rights Employee you may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amendedand that this waiver and release is knowing and voluntary. Employee also acknowledges You agree that (i) this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. You acknowledge that the consideration given to Employee in exchange for the this waiver and release in this Severance Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance Agreement; (cb) Employee you have twenty-one (21) days within which to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)Agreement; (dc) Employee has you have seven (7) days following Employee’s your execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorthis Agreement; and (ed) this Severance Agreement shall not be effective until the date upon which after the revocation period has expired unexercisedexpired; and (e) nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, which shall nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event you sign this Agreement and returns it to the Company in less than the twenty-one (21)-day period identified above, you hereby acknowledge that you have freely and voluntarily chosen to waive the time period allotted for considering this Agreement. You acknowledge and understand that revocation must be accomplished by a written notification to the eighth day after person executing this Severance Agreement on the Company’s behalf that is executed by Employee (received prior to the “Effective Date”). The parties agree that changes, whether material or immaterial, do not restart the running of the twenty-one (21)-day period.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly The release in this Release and voluntarily waiving and releasing any rights Employee may have Waiver also includes a waiver of claims against the Releasees under the ADEAADEA and the Older Workers Benefit Protection Act (“OWBPA”) (collectively, as amended“ADEA Waiver”). Employee also acknowledges Therefore, pursuant to the requirements of the ADEA and the OWBPA, I specifically acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee I was already entitled, entitled and (ii) is adequate for the ADEA waiver contemplated by this Release and Waiver. I further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has I have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do my ADEA Waiver does not apply to any rights or claims that may arise after the execution date of I sign this Severance AgreementRelease and Waiver; (b) Employee has I have been advised hereby that Employee should to consult with an attorney of my choosing concerning the legal significance of this Release and Waiver prior to executing this Severance Agreementsigning; (c) Employee I have twenty-one (21) days to consider this Severance Agreement Release and Waiver (although Employee I may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has I have seven (7) days following Employee’s execution of the date I sign this Severance Agreement Release and Waiver to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorADEA Waiver; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after I sign this Severance Agreement is executed by Employee (the “Effective Date”)Release and Waiver.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You hereby acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you received a copy of this Agreement for your review and consideration on April 13, 2017 and that you have twenty-one (21) days to review and consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign and deliver this Severance Agreement to revoke it, with such revocation to be effective only if you deliver written notice of revocation to FivePrime within the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorseven (7)-day period; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall be (the eighth day after you sign and deliver this Severance Agreement) and you have not revoked this Agreement is executed by Employee pursuant to subpart (d) of this sentence (the “Waiver Effective Date”). Because you asked for, and received, revisions to the draft of this Agreement provided to you on April 13, 2017, you hereby waive an additional 21-day review period. Accordingly, your 21-day review period under the ADEA will be deemed to have started on April 13, 2017.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges In exchange for the consideration under this Separation Agreement to which you would not otherwise be entitled, you hereby acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release you have given in this Severance Separation Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of you sign this Severance Separation Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementSeparation Agreement (although you may voluntarily decide not to do so); (c) Employee you have twenty-one (21) days to consider this Severance Separation Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Separation Agreement to revoke this Separation Agreement (in a written revocation received by the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorCompany’s Chief Executive Officer); and (e) this Severance Separation Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Separation Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You further specifically agree that, as part of the Released Claims, you are releasing any claims that Employee is you could assert under the ADEA (the “ADEA Waiver”). You acknowledge that: you are knowingly and voluntarily waiving and releasing any rights Employee may you have under the ADEA, as amended. Employee also acknowledges ; that (i) the Release Consideration is being given in partial consideration given to Employee in exchange for the waiver ADEA Waiver; and release in this Severance Agreement that the Release Consideration is in addition to anything of value to which Employee was you were already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a1) Employee’s waiver and release do this ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b2) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c3) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d4) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement (in writing actually delivered a written revocation provided to [_____] at ChannelAdvisorand received by the Company’s CEO within the 7-day revocation period); and (e5) this Severance the Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee Agreement, provided that you have not timely revoked it (the “Effective Date”). You understand and agree that, if you revoke the ADEA Waiver, you will not be entitled to the Release Consideration.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee she is knowingly and voluntarily waiving and releasing any rights Employee she may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee she has been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do her ADEA Waiver does not apply to any rights or claims that may arise after the execution date of she signs this Severance Agreement; (bii) Employee has been advised hereby that Employee she should consult with an attorney prior to executing signing this Severance AgreementAgreement (although she may choose voluntarily not to do so); (ciii) Employee she has twenty-one (21) days to consider this Severance Agreement (although Employee she may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (div) Employee she has seven (7) days following Employee’s execution of the date she signs this Severance Agreement to revoke it, with such revocation to be effective only if she delivers written notice of revocation to the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorCompany within the seven (7)-day period; and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after Employee signs this Severance Agreement is executed by or, in the case of the Termination Date Affirmation, the eighth day after Employee signs this Affirmation (the “Effective Date”). To revoke the Agreement, Employee must deliver a written statement of revocation to Exelixis, Inc., c/o Xxxxx Xxxxxxx, Executive Director, Human Resources, 000 X. Xxxxx Xxxxxx, X.X. Xxx 000, Xxxxx Xxx Xxxxxxxxx, XX 00000-0000, by hand delivery by no later than the close of business on the seventh day after signing the Agreement or by registered or certified mail postmarked within the seven-day revocation period, along with a faxed copy of Employee’s revocation to 000-000-0000 within the seven-day revocation period.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (ciii) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing actually delivered ADEA Waiver, with such revocation to [_____] at ChannelAdvisorbe effective only if you deliver written notice of revocation to the Company within the seven (7)-day period; and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges Federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance AgreementRelease; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance AgreementRelease; (c) Employee twenty-one (21) you have [21/45]1 calendar days within which to consider this Severance Agreement Release (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowRelease earlier); (d) Employee has seven (7) you have 7 calendar days following Employee’s the execution of this Severance Agreement Release to revoke your execution of the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorRelease; and (e) this Severance Agreement shall the Release will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after you sign this Severance Agreement is executed by Employee Release provided that you have not revoked it (the “Effective Date”). You agree that any modifications, material or otherwise, made to this Release do not restart or affect in any manner the original [21/45]-day consideration period provided in this section. To revoke the Release after any execution, you must email [NAME] written notice of revocation at [EMAIL] prior to the end of the 7-day period. You acknowledge that your consent to this Release is knowing and voluntary. The offer described in this Release will be automatically withdrawn if you do not sign the Release within the [21/45]-day consideration period. 1 NTD: Review period to be determined as it depends on the circumstances around the termination of employment.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You further specifically agree that, as part of the Released Claims, you are releasing any claims that Employee is you could assert under the ADEA, as amended (the “ADEA Waiver”). You acknowledge that: you are knowingly and voluntarily waiving and releasing any rights Employee may you have under the ADEA, as amended. Employee also acknowledges ; that (i) the Release Consideration is being given in partial consideration given to Employee in exchange for the waiver ADEA Waiver; and release in this Severance Agreement that the Release Consideration is in addition to anything of value to which Employee was you were already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a1) Employee’s waiver and release do this ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b2) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c3) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d4) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement (in writing actually delivered a written revocation provided to [_____] at ChannelAdvisorand received by the Company’s CEO within the 7-day revocation period); and (e5) this Severance the Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee Agreement, provided that you have not timely revoked it (the “Effective Date”). You understand and agree that, if you revoke the ADEA Waiver, you will not be entitled to the Release Consideration.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing actually delivered ADEA Waiver, with such revocation to [_____] at ChannelAdvisorbe effective only if you deliver written notice of revocation to the Company within the seven (7)-day period; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke it, with such revocation to be effective only if you deliver written notice of revocation to the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorCompany within the seven (7)-day period; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee Executive expressly acknowledges and agrees that Employee by entering into this Agreement, he is knowingly waiving any and voluntarily waiving and releasing any all rights Employee or claims that he may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amended. Employee also acknowledges amended (the “ADEA”), and that (i) the consideration given to Employee in exchange for the this waiver and release in is knowing and voluntary. Executive and the Company agree that this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do does not apply to any rights or claims that may arise under the ADEA after the execution date of Executive signs this Severance Agreement; . Executive further expressly acknowledges and agrees that: (a) In return for this Agreement, he will receive consideration beyond that which he was already entitled to receive before executing this Agreement; (b) Employee has been He is hereby advised hereby that Employee should in writing by this Agreement to consult with an attorney prior to executing before signing this Severance Agreement; ; (c) Employee He was given a copy of this Agreement on [_________, 2020], and informed that he had [twenty-one (21) )] days within which to consider this Agreement and that if he wished to execute this Agreement prior to the expiration of such [21]-day period he will have done so voluntarily and with full knowledge that he is waiving his right to have [twenty-one (21)] days to consider this Severance Agreement; and that such [twenty-one (21)] day period to consider this Agreement would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement in such [twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below21); ] day period after he received it; (d) Employee has He was informed that he had seven (7) days following Employee’s the date of execution of this Severance Agreement in which to revoke the Severance this Agreement, and this Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing actually delivered and must be received by the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither the Company nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing to [_____] at ChannelAdvisor; and the Company (attention Cxxxx Xxxxx), 1000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, so that it is received within the seven-day period following execution of this Agreement by Executive. (e) Nothing in this Severance Agreement shall not be effective until prevents or precludes Executive from challenging or seeking a determination in good faith of the date upon which validity of this waiver under the revocation period has expired unexercisedADEA, which shall be the eighth day after this Severance Agreement is executed nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by Employee (the “Effective Date”)federal law.

ADEA Waiver. [Applicable only if over 40] Employee Executive expressly acknowledges and agrees that Employee by entering into this Agreement, he is knowingly waiving any and voluntarily waiving and releasing any all rights Employee or claims that he may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amended. Employee also acknowledges amended (the “ADEA”), and that (i) the consideration given to Employee in exchange for the this waiver and release in is knowing and voluntary. Executive and the Company agree that this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do does not apply to any rights or claims that may arise under the ADEA after the execution date of Executive signs this Severance Agreement; . Executive further expressly acknowledges and agrees that: (a) In return for this Agreement, he will receive consideration beyond that which he was already entitled to receive before executing this Agreement; (b) Employee has been He is hereby advised hereby that Employee should in writing by this Agreement to consult with an attorney prior to executing before signing this Severance Agreement; ; (c) Employee He was given a copy of this Agreement on [, 2021], and informed that he had [twenty-one (21) )] days within which to consider this Agreement and that if he wished to execute this Agreement prior to the expiration of such [21]-day period he will have done so voluntarily and with full knowledge that he is waiving his right to have [twenty-one (21)] days to consider this Severance Agreement; and that such [twenty-one (21)] day period to consider this Agreement would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement in such [twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below21); ] day period after he received it; (d) Employee has He was informed that he had seven (7) days following Employee’s the date of execution of this Severance Agreement in which to revoke the Severance this Agreement, and this Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing actually delivered and must be received by the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither the Company nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing to [_____] at ChannelAdvisor; and the Company (attention Mxxxxxxx Xxxxxxxx), 2000 X Xxxxxxxxx Xxxx Xxxxx 000, Xxxxxxx, XX 00000, so that it is received within the seven-day period following execution of this Agreement by Executive. (e) Nothing in this Severance Agreement shall not be effective until prevents or precludes Executive from challenging or seeking a determination in good faith of the date upon which validity of this waiver under the revocation period has expired unexercisedADEA, which shall be the eighth day after this Severance Agreement is executed nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by Employee (the “Effective Date”)federal law.

ADEA Waiver. [Applicable only if over 40] Employee Executive expressly acknowledges and agrees that Employee by entering into this Agreement, Executive is knowingly waiving any and voluntarily waiving and releasing any all rights Employee or claims that he may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amended. Employee also acknowledges amended (the “ADEA”), and that (i) the consideration given to Employee in exchange for the this waiver and release in is knowing and voluntary. Executive and the Company agree that this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do does not apply to any rights or claims that may arise under the ADEA after the execution date of Executive signs this Severance Agreement; . Executive further expressly acknowledges and agrees that: (a) In return for this Agreement, Executive will receive consideration beyond that which he was already entitled to receive before executing this Agreement; (b) Employee has been Executive is xxxxxx advised hereby that Employee should in writing by this Agreement to consult with an attorney prior to executing before signing this Severance Agreement; ; (c) Employee Executive was given a copy of this Agreement on [_________, 202__], and informed that he had [twenty-one (21) )] days within which to consider this Agreement and that if he wished to execute this Agreement prior to the expiration of such [21]-day period he will have done so voluntarily and with full knowledge that Executive is waiving his right to have [twenty-one (21)] days to consider this Severance Agreement; and that such [twenty-one (21)] day period to consider this Agreement would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement in such [twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below21); ] day period after Executive received it; (d) Employee has Executive was informed that he had seven (7) days following Employee’s the date of execution of this Severance Agreement in which to revoke the Severance this Agreement, and this Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing actually delivered and must be received by the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither the Company nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing to the Company (attention [_____] at ChannelAdvisor; and ________]), [Address], so that it is received within the seven-day period following execution of this Agreement by Executive. (e) Nothing in this Severance Agreement shall not be effective until prevents or precludes Executive from challenging or seeking a determination in good faith of the date upon which validity of this waiver under the revocation period has expired unexercisedADEA, which shall be the eighth day after this Severance Agreement is executed nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by Employee (the “Effective Date”)federal law.

ADEA Waiver. [Applicable only if over 40] Employee The Executive acknowledges that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the Age Discrimination in Employment Act (“ADEA, as amended”) and that this waiver and release is knowing and voluntary. Employee also The Executive acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was he is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee The Executive further acknowledges that Employee he has been advised by this writing that: (ai) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing this Severance Agreement; (cii) Employee he has up to twenty-one (21) days from the date of this Agreement in which to consider this Severance Agreement, although he may, at your discretion, sign and return the Agreement at any earlier time, in which case he waives all rights to the balance of this twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)21) day review period; (diii) Employee he has seven (7) days following Employee’s his execution of this Severance Agreement to revoke this Agreement (the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisor“Revocation Period”); and (eiv) this Severance Agreement Agreement, including the ADEA waiver, shall not be effective until the date upon which Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes the Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA. The Executive acknowledges that if he has not returned the signed Agreement within the time permitted, then the offer of payments and benefits set forth herein will expire by their own terms at such time. The Executive also recognizes that revocation period has expired unexercisedof this Agreement must be in writing and must be delivered to Cxxxx Xxxxxx, which shall be the eighth day after this Severance Agreement is executed by Employee (Company’s Chairman of the “Effective Date”)Board.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (ai) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (ciii) Employee you have twenty-one (21) days from February 27, 2008 in which to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Board; and (ev) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). You acknowledge and agree that any changes made to the Company’s original severance offer dated February 27, 2008 were at your request and to your benefit. Accordingly, you hereby waive a new twenty-one (21) day consideration period to which you would otherwise be entitled, and expressly agree that you will have until the close of business on March 19, 2008 (which is more than twenty-one (21) days from the date that you received the Company’s original severance offer) to consider this Agreement before the offer herein expires.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges It is further understood that Employee is knowingly and voluntarily waiving and releasing any rights Employee may you have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given right to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney concerning this Agreement/Release, and the Company expressly encourages you to do so prior to executing signing this Severance Agreement; , and that you have forty-five (c) Employee twenty-one (2145) days following the date that you receive this Agreement to decide whether or not to sign in the space provided below. a) You acknowledge that you are aware of your legal right to consider this Severance Agreement for a period of forty-five (although Employee 45) days and that the Agreement will remain open for that period. However, at your option, this Agreement may choose be executed by you prior to voluntarily execute the expiration of the forty-five (45) day period. You state and represent that the Release given in Exhibit A includes, but is not limited to, a release and waiver of all rights that you might have under the Age Discrimination in Employment Act of 1967, as amended, and the Older Workers Benefit Protection Act. b) Should you sign this Severance Agreement, you understand that you have the right to revoke acceptance of this Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); (d) Employee has within seven (7) days following Employee’s of the date on which you signed this Agreement (referred to as the “Revocation Period”). Should you so revoke for any reason, this Agreement will then become void and unenforceable. Should you not so revoke your signature, this Agreement will then become valid and enforceable upon the expiration of the seven (7) day Revocation Period identified above. No payments will be made to you prior to the expiration of the Revocation Period. c) Any notice of revocation hereunder must be in writing and shall be deemed to have been duly given to the Company only if delivered within seven (7) days of your execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] my attention at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”)Company headquarters.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee may you have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled. A list of the job titles and ages of all employees whose employment is being terminated pursuant to the Company’s reorganization and the job titles and ages of all employees of the Company in the same business unit whose employment is not being termination is provided in Exhibit B, and (ii) attached hereto. You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement ADEA Waiver (in writing actually delivered a written revocation sent to [_____] at ChannelAdvisorme); and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is Executive hereby knowingly and voluntarily waiving waives and releasing releases any rights Employee Executive may have under the ADEAAge Discrimination in Employment Act, as amended. Employee also acknowledges or ADEA (the “ADEA Waiver”), and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was Executive is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee Executive further acknowledges that Employee Executive has been advised advised, as required by this writing the ADEA, that: (a) Employee’s waiver and release do this ADEA Waiver does not apply to any rights or claims that may arise after the execution date of that this Severance AgreementAgreement is signed; (b) Employee Executive has been advised hereby that Employee should of his right to consult with an attorney prior to executing signing this Severance Agreement; (c) Employee Executive has twenty-one (21) days to consider this Severance Agreement (although Employee Executive may choose to waive that period and voluntarily execute sign this Severance Agreement earlier andearlier), if Employee doesand Executive acknowledges that any modification, Employee will sign material or otherwise, made to this Agreement does not restart or extend in any manner the Consideration Period waiver below)21-day consideration period; (d) Employee Executive has seven (7) days following Employee’s execution of the date he signs this Severance Agreement to revoke the Severance Agreement ADEA Waiver (by delivering written notice of revocation to the Company’s Legal Department, Attention: Xxxx Xxxxxxxx and such notice must be received in writing actually delivered to [_____] at ChannelAdvisorby Xx. Xxxxxxxx by midnight on the seventh day following the date on which Executive signed this Agreement); and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee (the “Effective Date”)Executive, provided that Executive does not revoke it.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s you have carefully read and fully understand the provisions of this Agreement; (b) you are, through this Agreement, releasing the Company from any and all claims you may have against it, its parent, subsidiaries, predecessors, successors, affiliates and related entities; (c) you have knowingly and voluntarily agreed to all of the terms set forth in the agreement; (d) you knowingly and voluntarily intend to be legally bound by the Agreement; (e) your waiver and release do not apply to any rights or claims that may arise after the execution date Effective Date of this Severance Agreement; (bf) Employee has you have been advised hereby are advised that Employee should you have the right to consult with an attorney prior to executing this Severance Agreement; (cg) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (dh) Employee has you have seven (7) days following Employee’s the execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorAgreement; and (ei) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall be the eighth day after this Severance Agreement is executed by Employee you, provided that the Company has also executed this Agreement by that date (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement herein is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has you have been advised hereby that Employee should you have the right to consult with an attorney prior to executing this Severance Agreement; (c) Employee twentyyou have up to forty-one five (2145) days from the date of this Agreement to consider execute this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has you have seven (7) days following Employee’s the execution of this Severance Agreement by the parties to revoke or rescind the Severance Agreement in writing actually delivered by submitting your written request for revocation or rescission to [_____] at ChannelAdvisorthe Company Representative listed as the signatory below; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation or rescission period has expired unexercisedexpired, which shall will be the eighth day after this Severance Agreement is executed by Employee you, provided that the Company has also executed this Agreement by that date (the “Effective Date”); and (f) this Agreement does not affect your ability to test the knowing and voluntary nature of this Agreement. You further acknowledge that you have received a list of the job titles and ages of the employees in the decisional unit affected by this reduction in force. This list is attached as Exhibit A to this Agreement.

ADEA Waiver. [Applicable only if over 40] Employee The Consultant acknowledges that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the Age Discrimination in Employment Act (“ADEA, as amended”) and that this waiver and release is knowing and voluntary. Employee also The Consultant acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was he is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee The Consultant further acknowledges that Employee he has been advised by this writing that: (ai) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing this Severance Agreement; (cii) Employee he has up to twenty-one (21) days from the date of this Agreement in which to consider this Severance Agreement, although he may, at your discretion, sign and return the Agreement at any earlier time, in which case he waives all rights to the balance of this twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)21) day review period; (diii) Employee he has seven (7) days following Employee’s his execution of this Severance Agreement to revoke this Agreement (the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisor“Revocation Period”); and (eiv) this Severance Agreement Agreement, including the ADEA waiver, shall not be effective until the date upon which Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes the Consultant from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA. The Consultant acknowledges that if he has not returned the signed Agreement within the time permitted, then the offer of payments and benefits set forth herein, including but not limited to the Consultant’s engagement by the Company, will expire by their own terms at such time. The Consultant also recognizes that revocation period has expired unexercisedof this Agreement must be in writing and must be delivered to Axxxxx Xxxxxxxx, which shall be the eighth day after this Severance Agreement is executed Txxxxxxx Sxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, by Employee certified mail or courier service (the “Effective Date”signature of receipt required).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is by signing the Reaffirmation Signature you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after you sign the execution date Reaffirmation Signature of this Severance Agreement; (b) Employee has been advised hereby that Employee you have a right to and should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) you have 21 calendar days within which to consider this Severance Agreement for reaffirmation (although Employee you may choose to voluntarily execute reaffirm this Severance Agreement earlier and, if Employee does, Employee will sign provided it is after the Consideration Period waiver belowSeparation Date); (d) Employee has seven (7) you have 7 calendar days following Employee’s execution the date of your Reaffirmation Signature to revoke your reaffirmation of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorAgreement; and (e) the reaffirmation of this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee your Reaffirmation Signature, provided that you have not revoked it (the “Reaffirmation Effective Date”). You agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph for you to reaffirm this Agreement. You acknowledge that you will only be eligible for the Separation Benefits if you sign the Reaffirmation Signature and do not revoke it To revoke the reaffirmation of this Agreement, you must email to Human Resources a written notice of revocation at XX@xxxxxx.xxx, prior to the end of the 7-day period. You acknowledge that your consent to this Agreement and the reaffirmation is knowing and voluntary. The severance offer will be automatically withdrawn if you do not sign the Reaffirmation Signature within the 21-day consideration period.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges I understand and acknowledge that Employee is knowingly and voluntarily I am waiving and releasing any rights Employee I may have under the ADEA, and that this waiver and release is knowing and voluntary. I understand and agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date (as amendeddefined below). Employee also acknowledges I understand and acknowledge that (i) the consideration given to Employee in exchange for the this waiver and release in this Severance Agreement is in addition to anything of value to which Employee I was already entitled, . I further understand and (ii) acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has I have been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee I should consult with an attorney prior to executing this Severance release; (b) I have 21 days within which to consider this release, and the parties agree that such time period to review this release shall not be extended upon any material or immaterial changes to this Agreement; (c) Employee twenty-one (21) I have 7 days following my execution of this release to consider revoke this Severance Agreement (although Employee may choose release pursuant to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver written notice to Xxxxxxx in accordance with Section 21 below); (d) Employee this release shall not be effective until after the revocation period has seven (7) days following Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorexpired; and (e) nothing in this Severance release prevents or precludes me from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event I sign this Agreement shall not be effective until and return it to the date upon which Xxxxxxx in less than the revocation 21 day period has expired unexercisedidentified above, which shall be I hereby acknowledge that I have freely and voluntarily chosen to waive the eighth day after time period allotted for considering this Severance Agreement is executed by Employee (the “Effective Date”)release.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges ADEA (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should the Company advises you to consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) you have a period of 21 calendar days within which to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance the Agreement earlier andbefore such 21-day period has expired, if Employee does, Employee will sign but in no event should you execute the Consideration Period waiver belowAgreement prior to the Termination Date); (d) Employee has seven (7) you have 7 calendar days following Employee’s your execution of this Severance the Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorthis Agreement; and (e) this Severance the Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after you sign this Severance Agreement is executed by Employee provided that you have not revoked it (the “Effective Date”). You agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. To revoke the Agreement, you must email to Human Resources a written notice of revocation at xx@xxxxxxxx.xxxxx, prior to the end of the 7-day revocat ion period. You acknowledge that your consent to this Agreement is knowing and voluntary. The severance offer will be automatically withdrawn if you do not sign the Agreement within the 21-day consideration period.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). You are advised to consult with an attorney before executing this Agreement. You acknowledge and agree that Employee is you have read and understand this Agreement and by signing below you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s your waiver and release do does not apply to any rights or claims you may have under the Age Discrimination in Employment Act that may arise after the execution date of this Severance Agreement, and this Agreement does not prohibit you from challenging the validity of this Agreement’s waiver and release of claims under the Age Discrimination in Employment Act of 1967, as amended.; (b) Employee has you have been advised hereby that Employee should you have the right to consult with an attorney prior to executing this Severance AgreementAgreement and you have obtained and considered such legal counsel as you deem necessary; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has you have seven (7) days following Employee’s the execution of this Severance Agreement by the parties to revoke the Severance Agreement Agreement; (e) your revocation must be in writing actually delivered and received by the Senior VP , Human Resources on or before the seventh day in order to [_____] at ChannelAdvisorbe effective; and (ef) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedand you have not revoked your acceptance, which shall will be the eighth day after this Severance Agreement is executed by Employee you (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s you have carefully read and fully understand the provisions of this Agreement; (b) you are, through this Agreement, releasing the Company from any and all claims you may have against it, its parent, subsidiaries, predecessors, successors, affiliates and related entities; (c) you have knowingly and voluntarily agreed to all of the terms set forth in the agreement; (d) you knowingly and voluntarily intend to be legally bound by the Agreement; (e) your waiver and release do not apply to any rights or claims that may arise after the execution date Effective Date of this Severance Agreement; (bf) Employee has you have been advised hereby are advised that Employee should you have the right to consult with an attorney prior to executing this Severance Agreement; (cg) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (dh) Employee has you have seven (7) days following Employee’s the execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorAgreement; and (ei) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall be the eighth day after this Severance Agreement is executed by Employee you, provided that the Company has also executed this Agreement by that date (the “Effective Date”).. Separation Agreement – Xxxxxx October 18, 2005

ADEA Waiver. [Applicable only if over 40] Employee acknowledges By signing this Agreement, you acknowledge that Employee is knowingly you have carefully read and voluntarily waiving fully understand it and releasing any rights Employee may are signing voluntarily. You have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given right to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney of your choice at your own expense prior to executing this Severance Agreement; (c) Employee it. Your signature also acknowledges that you understand and agree that you: a. Have a full twenty-one (21) days within which to consider this Severance Agreement before executing it, or if you have executed this Agreement within less than twenty-one (although Employee 21) days of the date of delivery to you, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire twenty-one (21) day period. b. Are, through this Agreement, releasing NMI from any and all claims you may choose have against it, including but not limited to any claims brought pursuant to the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621, et seq.). c. Have carefully read and fully understand all of the provisions of this Agreement. d. Knowingly and voluntarily execute intend to be legally bound by the same. e. Were advised and hereby are advised in writing to consider the terms of this Severance Agreement earlier and, if Employee does, Employee will sign and consult with an attorney of your choice prior to executing this Agreement. f. Acknowledge that the Consideration Period waiver below); (d) Employee has consideration provided pursuant to this Agreement exceeds any consideration that you would otherwise be entitled to receive and is not part of any group incentive plan. g. Have a full seven (7) days following Employee’s the execution of this Severance Agreement to revoke the Severance this Agreement (“Revocation Period”) and have been and hereby are advised in writing actually delivered to [_____] at ChannelAdvisor; and (e) that this Severance Agreement shall not be become effective or enforceable until the Revocation Period has expired. h. Understand that any rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621, et seq.) that may arise after the date upon which the revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”)are not waived.

ADEA Waiver. [Applicable only if over 40] Employee Individual expressly acknowledges and agrees that Employee by entering into this Agreement, he is knowingly waiving any and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that he may arise after have arising under the execution date Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), and that this Severance waiver and release is knowing and voluntary. Individual and the Company agree that this waiver and (a) In return for this Agreement; , he will receive consideration beyond that which he was already entitled to receive before executing this Agreement; (b) Employee has been He is hereby advised hereby that Employee should in writing by this Agreement to consult with an attorney prior to executing before signing this Severance Agreement; ; (c) Employee He was given a copy of this Agreement on the Separation Date, and informed that he had twenty-one (21) days within which to consider this Agreement and that if he wished to execute this Agreement prior to the expiration of such 21-day period he will have done so voluntarily and with full knowledge that he is waiving his right to have twenty-one (21) days to consider this Severance Agreement; and that such twenty-one (21) day period to consider this Agreement would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement in such twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); 21) day period after he received it; (d) Employee has He was informed that he had seven (7) days following Employee’s the date of execution of this Severance Agreement in which to revoke the Severance this Agreement, and this Agreement will become null and void if Individual elects revocation during that time. Any revocation must be in writing actually delivered and must be received by the Company during the seven-day revocation period. In the event that Individual exercises this revocation right, neither the Company nor Individual will have any obligation under this Agreement. Any notice of revocation should be sent by Individual in writing to [_____] at ChannelAdvisor; and the Company (attention Chief Executive Officer), 6000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, so that it is received within the seven-day period following execution of this Agreement by Individual. (e) Nothing in this Severance Agreement shall not be effective until prevents or precludes Individual from challenging or seeking a determination in good faith of the date upon which validity of this waiver under the revocation period has expired unexercisedADEA, which shall be the eighth day after this Severance Agreement is executed nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by Employee (the “Effective Date”)federal law.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee you have at least twenty-one (21) days from the date you receive this Agreement to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Board; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). Notwithstanding the preceding, the Consulting Relationship shall be effective as of the day immediately following the Resignation Date, and your revocation of this Agreement, if it occurs, will result in immediate termination of the Consulting Relationship. Additionally, since you asked for, and received, material changes in this Agreement in your favor, you agree to waive an additional twenty-one day period in which to consider this Agreement, you agree that the required twenty-one (21)-day consideration period for this Agreement will be deemed to have started on February 13, 2006 (the date that you received the Company’s original offer), and you and the Company agree that you will have until March 20, 2006 in which to consider this Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should you have the right to consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Company’s Chief Executive Officer; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). You hereby acknowledge that with this Agreement, the Company has provided you with an ADEA Disclosure Notice Under Title 29 U.S. Code Section 626(f)(1)(H) which is attached hereto as Exhibit E. Additionally, since you asked for, and received, material changes in this Agreement in your favor, you agree to waive the additional time for considering this offer to which you would otherwise be entitled. Thus, you agree that the required forty-five (45) day consideration period for this Agreement will be deemed to have started on January 29, 2004.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You agree that Employee is knowingly you are voluntarily executing this Agreement and release. You acknowledge that you are knowingly, freely and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges ADEA and that (i) the good and valuable consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (aA) Employee’s your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (bB) Employee has you have been advised hereby that Employee should to consult with an attorney of your choosing prior to executing signing this Severance Agreement; (cC) Employee twenty-one if part of a group termination, you have received a disclosure from the Company that includes a description of the class, unit or group of individuals covered by this employment termination program, the eligibility factors for such program, and any time limits applicable to such program and a list of job titles and ages of all employees selected for this group termination and ages of those individuals in the same job classification or organizational unit who were not selected for termination (21"Disclosures"); (D) you have 21 days from the date that you receive this Agreement and the Disclosures (if applicable) to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)Agreement; (dE) Employee has you have seven (7) calendar days following Employee’s execution of after you sign this Severance Agreement to revoke it (“Revocation Period”) by delivering notice of revocation to Xxxxx Xxxxxxx by email to xxxxxxxx@xxxxxx.xxx before the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorend of this seven-day period; and (eF) this Severance Agreement shall will not be effective until you have returned it to Xxxxx Xxxxxxx and the date upon which the revocation period Revocation Period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement ADEA Waiver (in writing actually delivered a written revocation sent to [_____] at ChannelAdvisorme); and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement Agreement; provided, however, that notwithstanding any other provision of this Agreement, in the event you revoke the ADEA Waiver during such seven (7) day period, the Consulting Period shall thereupon terminate immediately, the Company will pay you only those Consulting Fees earned and expenses incurred through and including the effective date of such termination and the Company shall thereafter have no further obligations to you under this Agreement. Nevertheless, your general release of claims, except for the ADEA Waiver, is executed by Employee (the “Effective Date”)effective immediately and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee twentyyou have forty-one five (2145) days to consider this Severance Agreement Agreement, unless an extension is otherwise agreed to in writing by the Company (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign it sooner or any time prior to the Consideration Period waiver belowdate listed on the signature page); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement ADEA Waiver (in writing actually delivered a written revocation sent to [_____] at ChannelAdvisorme); and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”).. You will not receive any of the benefits provided by this Agreement unless and until it becomes effective. The parties agree that changes to the Agreement, whether material or not, do not restart the running of the forty-five (45) day consideration period noted in clause (c) above. You hereby further acknowledge that the Company has provided you with ADEA disclosure information (under 29 U.S.C. § 626(f)(1)(H)), attached hereto as Exhibit B.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing actually delivered ADEA Waiver, with such revocation to [_____] at ChannelAdvisorbe effective only if you deliver written notice of revocation to the Company within the seven (7) day period; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges In accordance with the Older Workers Benefit Protection Act of 1990, EMPLOYEE is hereby advised that Employee is knowingly this AGREEMENT includes a release and voluntarily waiving and releasing any rights Employee may have waiver of claims under the Age Discrimination in Employment Act (“ADEA”), and EMPLOYEE agrees as amended. Employee also acknowledges that follows: (ia) the This AGREEMENT is written in a manner calculated to be understood by EMPLOYEE, and EMPLOYEE understands it; (b) This AGREEMENT provides consideration given to Employee in exchange for the waiver and release in this Severance Agreement is EMPLOYEE in addition to anything of value else EMPLOYEE is already entitled to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; receive; (c) Employee twentyEMPLOYEE has forty-one five (2145) days prior to consider the execution of the AGREEMENT, and is choosing to waive this Severance Agreement right by signing this AGREEMENT. EMPLOYEE agrees that any changes or amendments to this AGREEMENT, whether or not material, will not restart the forty-five (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); 45) day period; (d) Employee EMPLOYEE has seven (7) days following Employee’s execution of after signing this Severance Agreement AGREEMENT to revoke this AGREEMENT, and this AGREEMENT will not be effective, and EMPLOYEE will not receive any of the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisor; and separation benefits, until that revocation period has expired; (e) EMPLOYEE has the right to consult with an attorney before signing this Severance Agreement shall and, to the extent desired, EMPLOYEE has done so; and (f) EMPLOYEE does not be effective until waive rights or claims under the ADEA that may arise after the date upon which this Agreement is executed. 6 Xxxxx Xxxxxxxxxx - General Release and Separation Agreement If EMPLOYEE wishes to revoke this AGREEMENT, EMPLOYEE must deliver written notice via email, stating EMPLOYEE’S intent to revoke to Xxxxx Xxxxxxxxx - xxxxxxxxxx@xxxxxxxxxx.xxx on or before 5:00 p.m. on the revocation period has expired unexercised, which shall be the eighth seventh (7Ih) day after the date on which you sign this Severance Agreement is executed by Employee (the “Effective Date”)AGREEMENT.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEAADEA (“ADEA Waiver”), as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver ADEA Waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you are already entitled. You further acknowledge that you have been advised, and (ii) that Employee has been paid for all time worked and has received all as required by the leaveADEA, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver your ADEA Waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should you have the right to consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee twentyyou have forty-one five (2145) days from the date you receive this Agreement to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit earlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing actually delivered by providing written notice of your revocation to [_____] at ChannelAdvisorthe Company’s Senior Director of Human Resources; and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date that this Severance Agreement is executed signed by Employee you (the “Effective Date”). Nevertheless, your general release of claims, except for the ADEA Waiver, is effective immediately, and not revocable. You hereby acknowledge that the Company has provided you with the ADEA Disclosure information (under Title 29 U.S. Code Section 626(f)(1)(H)), enclosed with this Agreement.

ADEA Waiver. [Applicable only if over 40] Employee Executive expressly acknowledges and agrees that Employee by entering into this Agreement, he is knowingly waiving any and voluntarily waiving and releasing any all rights Employee or claims that he may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amended. Employee also acknowledges amended (the “ADEA”), and that (i) the consideration given to Employee in exchange for the this waiver and release in is knowing and voluntary. Executive and the Company agree that this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do does not apply to any rights or claims that may arise under the ADEA after the execution date of Executive signs this Severance Agreement; . Executive further expressly acknowledges and agrees that: (a) In return for this Agreement, he will receive consideration beyond that which he was already entitled to receive before executing this Agreement; (b) Employee has been He is hereby advised hereby that Employee should in writing by this Agreement to consult with an attorney prior to executing before signing this Severance Agreement; ; (c) Employee He was given a copy of this Agreement on [_________, 20___], and informed that he had [twenty-one (21) )] days within which to consider this Agreement and that if he wished to execute this Agreement prior to the expiration of such [21]-day period he will have done so voluntarily and with full knowledge that he is waiving his right to have [twenty-one (21)] days to consider this Severance Agreement; and that such [twenty-one (21)] day period to consider this Agreement would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement in such [twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below21); ] day period after he received it; (d) Employee has He was informed that he had seven (7) days following Employee’s the date of execution of this Severance Agreement in which to revoke the Severance this Agreement, and this Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing actually delivered and must be received by the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither the Company nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing to the Company (attention [_____] at ChannelAdvisor; and ________]), [Address], so that it is received within the seven-day period following execution of this Agreement by Executive. (e) Nothing in this Severance Agreement shall not be effective until prevents or precludes Executive from challenging or seeking a determination in good faith of the date upon which validity of this waiver under the revocation period has expired unexercisedADEA, which shall be the eighth day after this Severance Agreement is executed nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by Employee (the “Effective Date”)federal law.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges Federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance AgreementRelease; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance AgreementRelease; (c) Employee twenty-one (21) you have [21/45]1 calendar days within which to consider this Severance Agreement Release (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowRelease earlier); (d) Employee has seven (7) you have 7 calendar days following Employee’s the execution of this Severance Agreement Release to revoke your ​ ​ 1 NTD: Review period to be determined as it depends on the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorcircumstances around the termination of employment. ​ ​ ​ ​ execution of the Release; and (e) this Severance Agreement shall the Release will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after you sign this Severance Agreement is executed by Employee Release provided that you have not revoked it (the “Effective Date”).. You agree that any modifications, material or otherwise, made to this Release do not restart or affect in any manner the original [21/45]-day consideration period provided in this section. To revoke the Release after any execution, you must email [NAME] written notice of revocation at [EMAIL] prior to the end of the 7-day period. You acknowledge that your consent to this Release is knowing and voluntary. The offer described in this Release will be automatically withdrawn if you do not sign the Release within the [21/45]-day consideration period. ​

ADEA Waiver. [Applicable only if over 40] Employee expressly acknowledges that and agrees that, by entering into the Agreement, Employee is knowingly and voluntarily waiving any and releasing any all rights Employee or claims that he may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amendedamended (the “ADEA”), and the Older Workers’ Benefit Protection Act, as amended (“OWBPA”) which have arisen on or before the Effective Date. Employee also expressly acknowledges that and agrees that: (i) In return for the release contained in this Section 5(d), Employee will receive the consideration given to Employee set forth in exchange for the waiver and release in this Severance Agreement is in addition to anything Section 2(d) (i.e., something of value value, beyond that to which Employee he was already entitled, and entitled before entering into the Agreement); (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing this Severance Agreement; ; (ciii) This Agreement was presented to Employee on or before February 22, 2015, and Employee has twenty-one (21) days within which to consider this Severance Agreement (although in the event Employee may choose signs this Agreement and returns it to the Company in less than the 21-day period, he acknowledges that he has freely and voluntarily execute chosen to waive the time period allotted for considering this Severance Agreement earlier andAgreement; the Parties agree that any changes to this Agreement, if Employee doeswhether material or immaterial, Employee will sign the Consideration Period waiver belowdo not restart this 21-day consideration period); ; (div) Employee has seven (7) days following Employee’s his execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisor; Section 5(d) of this Agreement, and (e) this Severance Agreement such Section shall not be effective until after the date upon which the seven (7) day revocation period has expired unexercisedexpired. Employee understands that any such revocation must be made in writing and personally delivered to Iteris, which Inc., 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxx, XX 00000, Attention: Xxxx Xxxxx, Chairman of the Board within such seven (7) day revocation period. Employee understands and agrees that if he revokes this Agreement, then the release contained in Section 5(d) of this Agreement shall be cancelled and rendered void and of no further force or effect, and no Transition Payments shall be made to Employee hereunder; and (v) Nothing in the eighth day after this Severance Agreement is executed prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of the waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by Employee (the “Effective Date”).federal law. Employee: AM Company: GAM

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph hereof is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: : (a) Employee’s you have carefully read and fully understand the provisions of this Agreement; (b) you are, through this Agreement, releasing the Company from any and all claims you may have against it, its parent, subsidiaries, predecessors, successors, affiliates and related entities; (c) you have knowingly and voluntarily agreed to all of the terms set forth in the agreement; (d) you knowingly and voluntarily intend to be legally bound by the Agreement; (e) your waiver and release do not apply to any rights or claims that may arise after the execution date Effective Date of this Severance Agreement; Xxxxxxx Xxxxxxxx December 18, 2009 (bf) Employee has been you are hereby advised hereby that Employee should you have the right to consult with an attorney prior to executing this Severance Agreement; ; (cg) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); ; (dh) Employee has you have seven (7) days following Employee’s the execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorAgreement; and and (ei) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall be the eighth day after this Severance Agreement is executed by Employee you, provided that the Company has also executed this Agreement by that date (the “Effective Date”).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement the preceding paragraph is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee should you may consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (c) Employee you have twenty-one (21) days to consider this Severance Agreement (although Employee you may voluntarily choose to voluntarily execute sign this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement in writing actually delivered by providing written notice of revocation to [_____] at ChannelAdvisorMyogen’s Human Resources Director; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth calendar day after the date you sign this Severance Agreement is executed by Employee (the “GR Effective Date”).. This General Release Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and Julian with regard to the subject matter hereof. Julian is not relying on any promise or representation by the Company that is not expressly stated herein. This General Release Agreement may only be modified by a writing signed by both Julian and a duly authorized officer of the Company. Julian accepts and agrees to the terms and conditions stated above. Print Name: Date: Sign Name: Date:

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the ADEA, as amended. Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement herein is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee he has been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do does not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee should consult with to and had the opportunity to seek advice from an attorney regarding this Agreement prior to executing this Severance Agreementsigning it; (c) Employee has up to twenty-one (21) days from the date of receiving this Agreement to consider execute this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has seven (7) days following Employee’s his execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisor(“Revocation Period”); and (e) this Severance Agreement shall will not be effective or enforceable until after the date upon which delivery of the Agreement to the Company and the Revocation Period has expired, and (f) this Agreement does not affect Employee’s ability to test the knowing and voluntary nature of this Agreement. For any revocation period has expired unexercisedto be effective it must be delivered by hand or overnight courier before midnight on the seventh day to the Company at 0000 Xx Xxxxx Xxxxx, which shall Xxxxxxxx XX, 00000 Attention: Xxxxxxxx Xxxxxxxx, SVP Human Resources. The Separation Benefits and other consideration under this Agreement will be provided following the eighth day after expiration of the Revocation Period and only if Employee does not revoke this Severance Agreement is executed by Employee (the “Effective Date”)Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) you have 21 calendar days within which to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has seven (7) you have 7 calendar days following Employee’s the execution of this Severance the Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorthis Agreement; and (e) this Severance the Agreement shall will not be effective with respect to your first release below until the date upon which the revocation period has expired unexercised, which shall be the eighth day after you sign this Severance Agreement is executed by Employee for the first time, provided that you have not revoked it (the “First Effective Date”), and the Agreement will not be effective with respect to your second release below until the eighth day after you execute this Agreement for a second time, provided that you have not revoked it (the “Second Effective Date”). You agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. To revoke the Agreement, you must email to Xxxxxxxxx Xxxxxxx a written notice of revocation at xxxxx@xxxxxx.xxx, prior to the end of the 7-day period. You acknowledge that your consent to this Agreement is knowing and voluntary. The severance offer will be automatically withdrawn if you do not sign the Agreement within the 21-day consideration period. 8.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) you have 21 calendar days within which to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has seven (7) you have 7 calendar days following Employee’s the execution of this Severance the Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorthis Agreement; and (e) this Severance the Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after you sign this Severance Agreement and the Supplemental Release, a copy of which is executed by Employee attached as Exhibit B, provided that you have not revoked either (the “Effective Date”). You agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph (the last day of such consideration period, the “Deadline”). To revoke the Agreement, you must email to People Operations a written notice of revocation at XxxxxxXxx@xxxxxx.xxx, prior to the end of the 7-day period. You acknowledge that your consent to this Agreement is knowing and voluntary. The severance offer will be automatically withdrawn if you do not sign the Agreement by the Deadline. The severance offer will be automatically withdrawn if you do not sign the Agreement by the Deadline.

ADEA Waiver. [Applicable only if over 40] Employee Executive expressly acknowledges and agrees that Employee by entering into this Agreement, he is knowingly waiving any and voluntarily waiving and releasing any all rights Employee or claims that he may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amended. Employee also acknowledges amended (the “ADEA”), and that (i) the consideration given to Employee in exchange for the this waiver and release in is knowing and voluntary. Executive and the Company agree that this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do does not apply to any rights or claims that may arise under the ADEA after the execution date of Executive signs this Severance Agreement; . Executive further expressly acknowledges and agrees that: (a) In return for this Agreement, he will receive consideration beyond that which he was already entitled to receive before executing this Agreement; (b) Employee has been He is hereby advised hereby that Employee should in writing by this Agreement to consult with an attorney prior to executing before signing this Severance Agreement; ; (c) Employee He was given a copy of this Agreement on [______, 2021], and informed that he had [twenty-one (21) )] days within which to consider this Agreement and that if he wished to execute this Agreement prior to the expiration of such [21]-day period he will have done so voluntarily and with full knowledge that he is waiving his right to have [twenty-one (21)] days to consider this Severance Agreement; and that such [twenty-one (21)] day period to consider this Agreement would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement in such [twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below21); ] day period after he received it; (d) Employee has He was informed that he had seven (7) days following Employee’s the date of execution of this Severance Agreement in which to revoke the Severance this Agreement, and this Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing actually delivered and must be received by the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither the Company nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing to [_____] at ChannelAdvisor; and the Company (attention Txx Xxxxxx), 2000 X Xxxxxxxxx Xxxx Xxxxx 000, Xxxxxxx, XX 00000, so that it is received within the seven-day period following execution of this Agreement by Executive. (e) Nothing in this Severance Agreement shall not be effective until prevents or precludes Executive from challenging or seeking a determination in good faith of the date upon which validity of this waiver under the revocation period has expired unexercisedADEA, which shall be the eighth day after this Severance Agreement is executed nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by Employee (the “Effective Date”)federal law.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEAADEA (“ADEA Waiver”). You also acknowledge that you fully understand the terms, as amendedconditions, and provisions of this Agreement. Employee You also acknowledges acknowledge that (i) you have freely and voluntarily entered into this Agreement without any threat, coercion, or intimidation by any person. You further acknowledge that the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby you are not waiving your right, if any, to file a complaint or charge with the EEOC or participate in any investigation or proceeding conducted by the EEOC with respect to an age discrimination claim that Employee arose prior to the Effective Date of this Agreement, but are waiving your right to recover damages or to seek reinstatement pursuant to such complaint or charge; (c) this provision does not purport to waive ADEA rights or claims that may arise from acts or events occurring after the Effective Date of this Agreement; (d) you should consult with an attorney prior to executing signing this Severance Agreement; (ce) Employee twenty-one (21) you have 21 days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign it sooner provided it is not prior to the Consideration Period waiver belowfirst day after your Separation Date); (df) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke it (“Revocation Period”), with such revocation to be effective only if you deliver written notice of revocation to the Severance Agreement in writing actually delivered to [_____] Company at ChannelAdvisorwithin the seven day period; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). You also understand that the foregoing paragraph does not apply to any challenge you may make regarding the knowing and voluntary nature of the release of your claim for age discrimination, if any, under the ADEA. You also understand, however, that if you pursue a claim against any of the Released Parties for age discrimination under the ADEA, a court has the discretion to determine whether any of the Released Parties are entitled to restitution, recoupment, or setoff against a monetary award obtained by you in any proceeding. You also recognize that, as a result of such challenge, the Released Parties may be entitled to recover costs and attorneys’ fees incurred by them as specifically authorized under applicable law. Notwithstanding the foregoing, you further understand that nothing contained in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, or any other federal, state or local governmental agency or commission (“Government Agencies”) but is waiving your right to recover damages or to seek reinstatement pursuant to such complaint or charge. You further understand that this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit your right to receive an award for information provided to any Government Agencies.]

ADEA Waiver. [Applicable only if over 40] Employee Executive expressly acknowledges and agrees that Employee by entering into this Agreement, he is knowingly waiving any and voluntarily waiving and releasing any all rights Employee or claims that he may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amended. Employee also acknowledges amended (the “ADEA”), and that (i) the consideration given to Employee in exchange for the this waiver and release in is knowing and voluntary. Executive and the Company agree that this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do does not apply to any rights or claims that may arise under the ADEA after the execution date of Executive signs this Severance Agreement; . Executive further expressly acknowledges and agrees that: (a) In return for this Agreement, he will receive consideration beyond that which he was already entitled to receive before executing this Agreement; (b) Employee has been He is hereby advised hereby that Employee should in writing by this Agreement to consult with an attorney prior to executing before signing this Severance Agreement; ; (c) Employee He was given a copy of this Agreement on the Separation Date, and informed that he had twenty-one (21) days within which to consider this Agreement and that if he wished to execute this Agreement prior to the expiration of such 21-day period he will have done so voluntarily and with full knowledge that he is waiving his right to have twenty-one (21) days to consider this Severance Agreement; and that such twenty-one (21) day period to consider this Agreement would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement in such twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below); 21) day period after he received it; (d) Employee has He was informed that he had seven (7) days following Employee’s the date of execution of this Severance Agreement in which to revoke the Severance this Agreement, and this Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing actually delivered and must be received by the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither the Company nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing to [_____] at ChannelAdvisor; the Company (attention General Counsel), 0000 Xxxxx Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and with a copy (which shall not constitute notice) to Xxxxxxx X. Xxxxxxxxx, Esq., O’Melveny & Xxxxx LLP, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, XX 00000, so that each is received within the seven-day period following execution of this Agreement by Executive. (e) Nothing in this Severance Agreement shall not be effective until prevents or precludes Executive from challenging or seeking a determination in good faith of the date upon which validity of this waiver under the revocation period has expired unexercisedADEA, which shall be the eighth day after this Severance Agreement is executed nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by Employee (the “Effective Date”)federal law.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement herein is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance AgreementLetter; (b) Employee has you have been advised hereby that Employee should you have the right to consult with an attorney prior to executing this Severance AgreementLetter; (c) Employee twentyyou have up to forty-one five (2145) days from the date of this Letter to consider execute this Severance Agreement Letter (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowLetter earlier); (d) Employee has you have seven (7) days following Employee’s your execution of this Severance Agreement Letter to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorLetter; and (e) this Severance Agreement shall Letter will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after this Severance Agreement Letter is executed by Employee you, provided that the Company has also executed this Letter by that date (the “Effective Date”); and (f) this Letter does not affect your ability to test the knowing and voluntary nature of this Letter. Attached hereto as Exhibit B and incorporated herein by reference is the disclosure pertaining to affected employees that the Company is providing to you pursuant to the Older Workers Benefit Protection Act.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is knowingly and voluntarily you are waiving and releasing any rights Employee you may have under the Age Discrimination in Employment Act of 1967 "ADEA"), as amendedand that this waiver and release is knowing and voluntary. Employee also acknowledges You agree that (i) this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. You acknowledge that the consideration given to Employee in exchange for the this waiver and release in this Severance Agreement is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing that: (a) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance Agreement; (cb) Employee you have twenty-one (21) days within which to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)Agreement; (dc) Employee has you have seven (7) days following Employee’s your execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorthis Agreement; and (ed) this Severance Agreement shall not be effective until the date upon which after the revocation period has expired unexercisedexpired; and (e) nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA. nor does it impose any condition precedent, which shall penalties, or costs for doing so, unless specifically authorized by federal law. In the event you sign this Agreement and returns it to the Company in less than the twenty-one (21)-day period identified above, you hereby acknowledge that you have freely and voluntarily chosen to waive the time period allotted for considering this Agreement. You acknowledge and understand that revocation must be accomplished by a written notification to the eighth day after person executing this Severance Agreement on the Company's behalf that is executed by Employee (received prior to the “Effective Date”). The parties agree that changes, whether material or immaterial, do not restart the running of the twenty-one (21)-day period.

ADEA Waiver. [Applicable only if over 40] Employee Mxxxx expressly acknowledges and agrees that, by entering into this Agreement, he is waiving any and all rights or claims that Employee is knowingly and voluntarily waiving and releasing any rights Employee he may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amendedamended by the Older Workers Benefit Protection Act of 1990 (the "ADEA"), which have arisen on or before the date of execution of this Agreement. Employee Mxxxx also expressly acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing agrees that: (a) Employee’s waiver and release do not apply in return for this Agreement, Mxxxx will receive consideration, i.e., something of value, beyond that to any rights or claims that may arise after the execution date of which he was already entitled before entering into this Severance Agreement; (b) Employee has been he is hereby advised hereby that Employee should in writing by this Agreement to consult with an attorney prior to executing before signing this Severance AgreementAgreement and has in fact so consulted; (c) Employee when given a copy of this Agreement, Mxxxx was informed that he had twenty-one (21) days within which to consider it and that any changes to the Agreement, whether material or immaterial, will not renew, extend or modify the 21-day period to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)Agreement; (d) Employee Mxxxx was informed that he has seven (7) days following Employee’s execution of this Severance the date he executes the Agreement in which to revoke the Severance Agreement in writing actually it and that any such revocation must be delivered to [_____] at ChannelAdvisorthe Company to the attention of the Company's Chief Executive Officer, Pxxx Xxxxx; and (e) nothing in this Severance Agreement prevents or precludes Mxxxx from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law. Mxxxx further understands, agrees, and represents that if he elects to execute this Agreement before the twenty-one (21) day reflection period expires, he does so voluntarily after consultation with counsel, and that this Agreement shall not be become effective until the date upon which the seven day revocation period has expired unexercisedexpired. IN THE EVENT THAT MXXXX EXERCISES HIS RIGHT TO REVOKE THIS AGREEMENT, which shall IT WILL be null and void and neither the eighth day after Company nor Mxxxx will have any rights or obligations under this Severance Agreement is executed by Employee (the “Effective Date”)Agreement.

ADEA Waiver. [Applicable only if over 40] Employee The Consultant acknowledges that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the Age Discrimination in Employment Act (“ADEA, as amended”) and that this waiver and release is knowing and voluntary. Employee also The Consultant acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was he is already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee The Consultant further acknowledges that Employee he has been advised by this writing that: (ai) Employee’s waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing this Severance Agreement; (cii) Employee he has up to twenty-one (21) days from the date of this Agreement in which to consider this Severance Agreement, although he may, at your discretion, sign and return the Agreement at any earlier time, in which case he waives all rights to the balance of this twenty-one (although Employee may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver below)21) day review period; (diii) Employee he has seven (7) days following Employee’s his execution of this Severance Agreement to revoke this Agreement (the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisor“Revocation Period”); and (eiv) this Severance Agreement Agreement, including the ADEA waiver, shall not be effective until the date upon which Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes the Consultant from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA. The Consultant acknowledges that if he has not returned the signed Agreement within the time permitted, then the offer of payments and benefits set forth herein, including but not limited to the Consultant’s engagement by the Company, will expire by their own terms at such time. The Consultant also recognizes that revocation period has expired unexercisedof this Agreement must be in writing and must be delivered to Xxxxxx Xxxxxxxx, which shall be the eighth day after this Severance Agreement is executed Xxxxxxxx Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, by Employee certified mail or courier service (the “Effective Date”signature of receipt required).

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee he has been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do his ADEA Waiver does not apply to any rights or claims that may arise after the execution date of he signs this Severance Agreement; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee twenty-one (21) he has 21 days to consider this Severance Agreement (although Employee he may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee he has seven (7) 7 days following Employee’s execution of the date he signs this Severance Agreement to revoke the Severance Agreement ADEA Waiver (in writing actually delivered a written revocation sent to [_____] at ChannelAdvisorthe Company); and (e) this Severance Agreement the ADEA Waiver shall not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after the date Employee signs this Severance Agreement Agreement, provided that Employee has not previously revoked the ADEA Waiver in accordance with clause (d). Nevertheless, Employee's general release of claims, except for the ADEA Waiver, shall be deemed effective as of the date he signs this Agreement, and is executed by Employee (the “Effective Date”)not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge and agree that, by entering into this Agreement, you are waiving any and all rights or claims that Employee is knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, which have arisen on or before the Effective Date of this Agreement (as amendeddefined below). Employee You also acknowledges that (i) the consideration given to Employee in exchange for the waiver expressly acknowledge and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing agree that: : (a) Employee’s waiver and release do not apply In return for this Agreement, you will receive consideration, i.e., something of value beyond that to any rights or claims that may arise after the execution date of which you were already entitled before entering into this Severance Agreement; ; (b) Employee has been You are hereby advised hereby that Employee should in writing by this Agreement to consult with an attorney prior to executing before signing this Severance Agreement; Agreement and in fact did so; (c) Employee You have twenty-one (21) days from the date on which you receive this Agreement within which to consider this Severance Agreement (although Employee you need not take all twenty-one (21) days and may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); and (d) Employee has You have seven (7) days following Employee’s execution of the date that you execute this Severance Agreement (the “Revocation Period”) in which to revoke the Severance Agreement this Agreement. To be effective, such revocation must be in writing actually and delivered to [_____] at ChannelAdvisor; and the Company (ec/o Kxx Xxxxx, Chief Administrative Officer-General Counsel, Francesca’s Services Corporation, 8000 Xxxx Xxxx, Xxxxxxx, Xxxxx 77080) this Severance Agreement shall not be effective until within the date upon which Revocation Period. The day following the revocation period has expired unexercised, which last day of the Revocation Period shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”)” of this Agreement, provided that you have not revoked this Agreement. Nothing herein shall prevent you from seeking a judicial determination as to the validity of the release with regard to age discrimination claims consistent with the ADEA. In addition, nothing in this Agreement shall prevent you from cooperating in any investigation by a governmental agency. You, however, hereby waive any right that you have to obtain an individual recovery if a governmental agency pursues a claim against the Company based on any actions taken by the Company up to the Effective Date of this Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges and that (i) the consideration given to Employee in exchange under this Agreement for the your waiver and release in this Severance Agreement Paragraph is in addition to anything of value to which Employee was you are already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have hereby been advised by this writing Paragraph that: (ai) Employee’s your waiver and release do not apply to any rights or claims that may arise after the execution date of that you sign this Severance Agreement; (bii) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance AgreementAgreement (although you may choose voluntarily not to do so); (ciii) Employee you have at least twenty-one (21) days to consider this Severance Agreement (although Employee you may choose voluntarily to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowand return it earlier); (div) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke it (by providing written notice of your revocation to the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorCompany’s CFO not later than 11:59pm PST on the 7th day after you sign this Agreement); and (ev) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after the date that this Severance Agreement is executed signed by Employee you, provided you do not timely revoke this Agreement (the “Effective Date”). Any changes to this Agreement will not restart the running of your twenty-one (21) day review period. Upon the Effective Date, the Transition Period (and resulting rights and privileges) described in Paragraph 2 of this Agreement will be in effect; upon the Reaffirmation Effective Date (as defined in Exhibit A), you will be entitled to the Separation Benefits described in Paragraph 4 of this Agreement. If this Agreement does not become effective you will not receive consideration and benefits to which you are not otherwise entitled, such as those described in Paragraphs 2 and 4.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee You also acknowledges acknowledge that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing signing this Severance Agreement; (c) Employee twenty-one (21) you have 21 days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (d) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke the Severance Agreement ADEA Waiver (in writing actually delivered a written revocation sent to [_____] at ChannelAdvisorme); and (e) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercisedexpired, which shall will be the eighth day after you sign this Severance Agreement Agreement; provided, however, that notwithstanding any other provision of this Agreement, in the event you revoke the ADEA Waiver during such 7 day period, the Consulting Period shall thereupon terminate immediately, the Company will pay you only the compensation earned hereunder and expenses incurred through and including the effective date of such termination and the Company shall thereafter have no further obligations to you under this Agreement. Nevertheless, your general release of claims, except for the ADEA Waiver, is executed by Employee (the “Effective Date”)effective immediately and not revocable.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEAADEA (“ADEA Waiver”). You also acknowledge that you fully understand the terms, as amendedconditions, and provisions of this Agreement. Employee You also acknowledges acknowledge that (i) you have freely and voluntarily entered into this Agreement without any threat, coercion, or intimidation by any person. You further acknowledge that the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you were already entitled, and (ii) . You further acknowledge that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has you have been advised by this writing writing, as required by the ADEA, that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby you are not waiving your right, if any, to file a complaint or charge with the EEOC or participate in any investigation or proceeding conducted by the EEOC with respect to an age discrimination claim that Employee arose prior to the Effective Date of this Agreement, but are waiving your right to recover damages or to seek reinstatement pursuant to such complaint or charge; (c) this provision does not purport to waive ADEA rights or claims that may arise from acts or events occurring after the Effective Date of this Agreement; (d) you should consult with an attorney prior to executing signing this Severance Agreement; (ce) Employee twenty-one (21) you have 21 days to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign it sooner provided it is not prior to the Consideration Period waiver belowfirst day after your Separation Date); (df) Employee has you have seven (7) days following Employee’s execution of the date you sign this Severance Agreement to revoke it (“Revocation Period”), with such revocation to be effective only if you deliver written notice of revocation to the Severance Agreement in writing actually delivered to [_____] Company at ChannelAdvisorwithin the seven day period; and (e) this Severance Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after you sign this Severance Agreement is executed by Employee (the “Effective Date”). You also understand that the foregoing paragraph does not apply to any challenge you may make regarding the knowing and voluntary nature of the release of your claim for age discrimination, if any, under the ADEA. You also understand, however, that if you pursue a claim against any of the Released Parties for age discrimination under the ADEA, a court has the discretion to determine whether any of the Released Parties are entitled to restitution, recoupment, or setoff against a monetary award obtained by you in any proceeding. You also recognize that, as a result of such challenge, the Released Parties may be entitled to recover costs and attorneys’ fees incurred by them as specifically authorized under applicable law. Notwithstanding the foregoing, you further understand that nothing contained in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, or any other federal, state or local governmental agency or commission (“Government Agencies”) but is waiving your right to recover damages or to seek reinstatement pursuant to such complaint or charge. You further understand that this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit your right to receive an award for information provided to any Government Agencies.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, as amended. Employee also acknowledges Federal Age Discrimination in Employment Act (“ADEA Waiver”) and that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was you are already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee You further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been advised hereby that Employee you should consult with an attorney prior to executing this Severance Agreement; (c) Employee you have twenty-one (21) calendar days within which to consider this Severance Agreement (although Employee you may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowearlier); (d) Employee has you have seven (7) calendar days following Employee’s the execution of this Severance the Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorthis Agreement; and (e) this Severance the Agreement shall will not be effective until the date upon which the revocation period has expired unexercised, which shall be the eighth day after you sign this Severance Agreement provided that you have not revoked it. You agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original twenty-one (21)-day consideration period provided in this paragraph. To revoke the Agreement, you must email a written notice of revocation to the Company, Att: Xxxx Xxxxxxx at xxxxx@x-xxx.xxx or to such other person designated by the Company pursuant to notice given in accordance with this Agreement prior to the end of the seven (7)-day period. You acknowledge that your consent to this Agreement is executed by Employee knowing and voluntary. The offer of consideration will be automatically withdrawn if you do not sign the Agreement within the twenty-one (21)-day consideration period. You understand that nothing in this Agreement will preclude or prevent you from filing a claim with the “Effective Date”)U.S. Equal Employment Opportunity Commission that challenges the validity of this waiver and release solely with respect to your waiver of any claims arising under the Federal Age Discrimination in Employment Act.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee she is knowingly and voluntarily waiving and releasing any rights Employee she may have under the ADEA, as amendedADEA (“ADEA Waiver”). Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement ADEA Waiver is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee she has been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do her ADEA Waiver does not apply to any rights or claims that may arise after the execution date of she signs this Severance Agreement; (bii) Employee has been advised hereby that Employee she should consult with an attorney prior to executing signing this Severance AgreementAgreement (although she may choose voluntarily not to do so); (ciii) Employee she has twenty-one (21) days to consider this Severance Agreement (although Employee she may choose to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowit sooner); (div) Employee she has seven (7) days following Employee’s execution of the date she signs this Severance Agreement to revoke it, with such revocation to be effective only if she delivers written notice of revocation to the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorCompany within the seven (7)-day period; and (ev) this Severance Agreement shall the ADEA Waiver will not be effective until the date upon which the revocation period has expired unexercised, which shall will be the eighth day after Employee signs this Severance Agreement is executed by or, in the case of the Separation Date Affirmation, the eighth day after Employee signs this Affirmation (the “Effective Date”). To revoke the Agreement, Employee must deliver a written statement of revocation to Exelixis, Inc., c/o Xxxxx Xxxxxxx, Executive Director, Human Resources, 000 X. Xxxxx Xxxxxx, X.X. Xxx 000, Xxxxx Xxx Xxxxxxxxx, XX 00000-0000, by hand delivery by no later than the close of business on the seventh day after signing the Agreement or by registered or certified mail postmarked within the seven-day revocation period, along with a faxed copy of Employee’s revocation to 000-000-0000 within the seven-day revocation period.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges You acknowledge that Employee is you are knowingly and voluntarily waiving and releasing any rights Employee you may have under the ADEA, Age Discrimination in Employment Act of 1967 (as amended) (“ADEA Waiver”). Employee You also acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement is in addition to anything of value to which Employee was already entitled, and (ii) that Employee has been paid for all time worked and has received all the leave, leaves of absence and leave benefits and protections for which Employee is eligible. Employee further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do your ADEA Waiver does not apply to any rights or claims that may arise after the execution date of you sign this Severance Agreement; (b) Employee has been you are hereby advised hereby that Employee should to consult with an attorney prior to executing signing this Severance Agreement; (c) Employee nothing in this Agreement is intended to or shall interfere with your right to challenge the Company’s compliance with the waiver requirements of the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act or file a charge with the Equal Employment Opportunity Commission; and (d) you have twenty-one (21) days to consider this Severance Agreement (although Employee you may choose elect to voluntarily execute sign this Severance Agreement earlier and, if Employee does, Employee will sign the Consideration Period waiver belowsooner); (d) Employee has . You may revoke this Agreement at any time up to seven (7) calendar days following Employee’s execution your signing of the Agreement, and this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisor; and (e) this Severance Agreement shall not be become effective or enforceable until the date upon which the revocation period has expired unexercised, which shall be is at 12:00:01 a.m. on the eighth day after following your signing of this Severance Agreement is executed by Employee (the “Effective Date”). If you decide to revoke this Agreement, such revocation must be in writing to Xxxx Xxxxxxxx, General Counsel, Corsair Components, Inc. (xxxxx@xxxxxxx.xxx), and received no later than the Effective Date. If you revoke this Agreement, you shall not be entitled to receive any aspect of the Salary Continuation Payments or the Benefit Continuation.