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 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 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 By execution of this Agreement, Executive expressly waives any and voluntarily waiving and releasing any all rights Employee may have to claims under the ADEAAge Discrimination in Employment Act of 1967, 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 entitled29 U.S.C. § 621, 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: et seq.: (a) EmployeeExecutive acknowledges that Executive’s waiver of rights or claims refers to rights or claims arising under the Age Discrimination in Employment Act of 1967, is in writing and release do is understood by Executive; (b) Executive expressly understands that by execution of this document, Executive does not apply to waive any rights or claims that may arise after the execution date of this Severance Agreementthe waiver is executed; (bc) Employee has been Executive acknowledges that the waiver of Executive’s rights or claims arising under the Age Discrimination in Employment Act is in exchange for the consideration outlined in this Agreement which is above and beyond that to which Executive is entitled; (d) Executive acknowledges that the Company expressly advised hereby that Employee should Executive to consult with an attorney of Executive’s choosing prior to executing this Severance Agreement; (c) Employee document and that Executive has been given a period of not less than twenty-one (21) days within which to consider this Severance Agreement document; and (although Employee may choose e) Executive acknowledges that Executive has been advised by the Company that Executive is entitled to voluntarily execute revoke (in the event Executive executes this Severance Agreement earlier and, if Employee does, Employee will sign document) Executive’s waiver of rights or claims arising under the Consideration Period waiver below); (d) Employee has Age Discrimination in Employment Act within seven (7) days following Employee’s execution of after executing this Severance Agreement to revoke document and that said waiver will not and does not become effective or enforceable until the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisor; and seven (e7) this Severance day revocation period has expired. This Agreement shall not be become effective or enforceable until the date upon which the revocation period has expired unexercised, which and no payments pursuant to this Agreement shall be made until the eighth 8th day after following execution of this Severance Agreement is executed by Employee (the “Effective Date”)Agreement.

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 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 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 further acknowledges that Employee has been advised by this writing acknowledge that: (a) Employee’s waiver and release do ADEA Waiver does not apply to any rights or claims that may arise after the execution date of Employee executes 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 has 21 calendar days from the employment end date (21the “Release Deadline”) 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 belowearlier); (d) Employee has seven (7) have 7 calendar days following the execution of this Agreement to revoke Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorAgreement; and (e) the execution 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 Employee executes this Severance Agreement provided that Employee has not revoked it. Employee agrees 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 section. To revoke Employee’s execution of this Agreement, Employee must email the Company notice of revocation at the email address listed below to the end of the 7-day period. Employee acknowledges that Employee’s execution of this Agreement is executed by knowing and voluntary. The offer to any amount beyond the Accrued Benefits described in Section 2 of this Agreement will be automatically withdrawn if Employee (does not execute this Agreement within the “Effective Date”)Release Deadline.

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 Executive 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 Executive 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 Executive had [twenty-one (21) )] days within which to consider this Agreement and that if Executive wished to execute this Agreement prior to the expiration of such [21]-day period Executive will have done so voluntarily and with full knowledge that Executive is waiving Executive’s 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 Executive 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 ________]), [Insert 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 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 Executive 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 Executive 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 Executive had [twenty-one (21) )] days within which to consider this Agreement and that if Executive wished to execute this Agreement prior to the expiration of such [21]-day period Executive will have done so voluntarily and with full knowledge that Executive is waiving Executive’s 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 Executive 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 Insert 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 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 Executive 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 Executive 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 Executive had [twenty-one (21) )] days within which to consider this Agreement and that if Executive wished to execute this Agreement prior to the expiration of such [21]-day period Executive will have done so voluntarily and with full knowledge that Executive is waiving Executive’s 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 Executive 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 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 expressly acknowledges and agrees that Employee by entering into this Release, 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 this Severance Agreement is in addition to anything of value to which Employee was already entitled, knowing 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 eligiblevoluntary. Employee further acknowledges and the Company agree 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 Employee signs this Severance Agreement; Release. Employee further expressly acknowledges and agrees that: (a) In return for this Release, he will receive consideration beyond that which he was already entitled to receive before executing this Release; (b) Employee has been He is hereby advised hereby that Employee should in writing by this Release to consult with an attorney prior to executing before signing this Severance Agreement; Release; (c) Employee He was given a copy of this Release on [_________, 2017], and informed that he had [twenty-one (21) )] days within which to consider this Release and that if he wished to execute this Release 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 Release; and that such [twenty-one (although Employee may choose 21)] day period to voluntarily execute consider this Severance Agreement earlier andRelease would not and will not be re-started or extended based on any changes, if Employee doeswhether material or immaterial, Employee will sign the Consideration Period waiver belowthat are or were made to this Release in such [twenty-one (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 Release in which to revoke the Severance Agreement this Release, and this Release will become null and void if Employee 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 Employee exercises this revocation right, neither the Company nor Employee will have any obligation under this Release. Any notice of revocation should be sent by Employee in writing to the Company (attention [_____] at ChannelAdvisor; and ________]), [Address], so that it is received within the seven-day period following execution of this Release by Employee. (e) Nothing in this Severance Agreement shall not be effective until Release prevents or precludes Employee 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 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 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 that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA, as amended. Employee also acknowledges that 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 worked, have 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 has the right to consult with an attorney prior to executing this Severance Agreement; (c) Employee twentyhas forty-one five (2145) 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 [_____] Xxxxx Xxxxxx 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 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 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. Employee expressly acknowledges and agrees that, by entering into this Agreement, [Applicable only if over 40he/she] Employee acknowledges is waiving any and all rights or claims that Employee is knowingly and voluntarily waiving and releasing any rights Employee [he/she] may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Agreement. Employee also further expressly acknowledges and agrees that: a. In return for this Agreement [he/she] will receive compensation beyond that which [he/she] already was entitled to receive before entering into this Agreement; b. [He/She] is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement; c. [He/She] was given a copy of this Agreement on , 200 , and informed that (i) [he/she] had 21 days within which to consider 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 Agreement; (ii) the 21-day period to consider this Agreement will not re-start or be extended if changes (whether material or immaterial) are made to this Agreement after the date it is first provided to Employee; (iii) Employee may waive the 21-day period; and (iv) if Employee signs this Agreement before the end of such 21-day period, Employee acknowledges and agrees that Employee has been paid for all time worked will have done so voluntarily and has received all the leave, leaves of absence and leave benefits and protections for which with full knowledge that Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply waiving [his/her] right 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) have 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 Agreement. d. [He/She] was informed that [he/she] has seven (7) days following Employee’s execution of the date that Employee signs this Severance Agreement in which to revoke the Severance Agreement, and that this Agreement will become null and void if Employee elects revocation during that time. Any revocation must be in writing actually and must be received by RGP (delivered to [_____insert name of ER Director]) during the seven-day revocation period. In the event that Employee exercises [his/her] at ChannelAdvisor; and (e) right of revocation, neither RGP nor Employee will have any obligations under this Severance Agreement. e. Nothing in this Agreement shall not be effective until prevents or precludes Employee 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 from doing so, unless specifically authorized by Employee (the “Effective Date”)federal law.

ADEA Waiver. [Applicable only if over 40] By execution of this document, Employee expressly waives any and all rights to claims under the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621, et seq. (the “ADEA”). (a) Employee acknowledges that Employee’s waiver of rights or claims refers to rights or claims arising under the ADEA is in writing and is understood by Employee. (b) Employee is knowingly and voluntarily waiving and releasing expressly understands that by execution of this document, Employee does not waive any rights Employee may have or claims under the ADEA, as amended. ADEA that may arise after the date the waiver is executed. (c) Employee also acknowledges that (i) the consideration given to Employee waiver of Employee’s rights or claims arising under the ADEA is in exchange for the waiver and release consideration outlined in this Severance Agreement which is in addition to anything of value above and beyond that to which Employee was already is entitled, . (d) Employee acknowledges that Stereotaxis expressly advised Employee to consult an attorney of Employee's choosing prior to executing this document and (ii) that Employee has been paid for all time worked and has received all the leave, leaves given a period of absence and leave benefits and protections for not less than forty-five (45) days within which to consider this Agreement. (e) Employee is eligible. Employee further acknowledges that Employee has been advised by Stereotaxis that Employee is entitled to revoke (in the event Employee executes this writing that: (adocument) Employee’s waiver and release do not apply to any of rights or claims that may arise after arising under 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 ADEA within seven (7) days following Employee’s execution after executing this document by notifying Stereotaxis in writing at: Stereotaxis, 4000 Xxxxxx Xxxx Xxxxxx, Xxxxx 000, Xx. Xxxxx, Xxxxxxxx 00000, Attn: VP of this Severance Agreement Human Resources that Employee intends to revoke this waiver and that said waiver will not and does not become effective or enforceable until the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisor; seven (7) day period has expired. Employee agrees that payment of monies due under this executed and (e) this Severance Agreement shall unrevoked waiver will not be effective payable until the date upon which the seven (7) day revocation period has expired unexercised, which shall be the eighth day after and Employee has not revoked this Severance Agreement is executed by Employee (the “Effective Date”)waiver.

ADEA Waiver. Employee expressly acknowledges and agrees that, by entering into this Agreement, [Applicable only if over 40he/she] Employee acknowledges is waiving any and all rights or claims that Employee is knowingly and voluntarily waiving and releasing any rights Employee [he/she] may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Agreement. Employee also further expressly acknowledges and agrees that: a. In return for this Agreement [he/she] will receive compensation beyond that which [he/she] already was entitled to receive before entering into this Agreement; b. [He/She] is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement; c. [He/She] was given a copy of this Agreement on ___________, 200_, and informed that (i) [he/she] had 21 days within which to consider 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 Agreement; (ii) the 21-day period to consider this Agreement will not re-start or be extended if changes (whether material or immaterial) are made to this Agreement after the date it is first provided to Employee; (iii) Employee may waive the 21-day period; and (iv) if Employee signs this Agreement before the end of such 21-day period, Employee acknowledges and agrees that Employee has been paid for all time worked will have done so voluntarily and has received all the leave, leaves of absence and leave benefits and protections for which with full knowledge that Employee is eligible. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee’s waiver and release do not apply waiving [his/her] right 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) have 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 Agreement. d. [He/She] was informed that [he/she] has seven (7) days following Employee’s execution of the date that Employee signs this Severance Agreement in which to revoke the Severance Agreement, and that this Agreement will become null and void if Employee elects revocation during that time. Any revocation must be in writing actually and must be received by RGP (delivered to [_____insert name of ER Director]) during the seven-day revocation period. In the event that Employee exercises [his/her] at ChannelAdvisor; and (e) right of revocation, neither RGP nor Employee will have any obligations under this Severance Agreement. e. Nothing in this Agreement shall not be effective until prevents or precludes Employee 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 from doing so, unless specifically authorized by Employee (the “Effective Date”)federal law.

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 Age Discrimination in Employment Act of 1967 (“ADEA”), as amendedand that this waiver and release is knowing and voluntary. Employee also agrees that 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. Employee acknowledges 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 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; (cb) Employee has twenty-one (21) days from the Separation Date (as defined in the Separation Agreement) 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 seven (7) days following Employee’s 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 Employee 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 Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee hereby acknowledges that Employee has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. Employee acknowledges and understands 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 21-day period.

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, 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 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] The Employee acknowledges that the Employee is knowingly and voluntarily waiving and releasing any rights the Employee may now have or have had under the Age Discrimination and Employment Act (“ADEA”), as amended. The 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 the 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. The Employee further acknowledges that the Employee has been advised by this writing writing, as required by the ADEA, that: (ai) the Employee’s waiver and release do does not apply to any rights or claims that may arise after the Employee’s execution date of this Severance Agreement; (bii) the Employee has been advised hereby that Employee should the right to consult with an attorney prior to executing this Severance Agreement; (ciii) the Employee twenty-has twenty one (21) days from the date of this Agreement to consider execute this Severance Agreement (although though the Employee may choose is free to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign before the Consideration Period waiver belowtwenty first (21st) day); (div) the Employee has seven (7) days following the Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered Agreement, provided the Employee has sent a letter to [_____***] at ChannelAdvisorstating that the Employee is revoking it no later than 5 p.m. PST by the seventh (7th) day; 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 this Severance Agreement is executed by Employee the Employee, provided that the Company has also executed this Agreement by that date (the “Effective Date”); and (vi) this Agreement does not affect the Employee’s ability to test the knowing and voluntary nature of this Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may now have or have had under the Age Discrimination in Employment Act (“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 has been advised by this writing writing, as required by the ADEA, that: (ai) Employee’s waiver and release do not apply to any rights or claims that may arise after the Employee’s execution date of this Severance Agreement; (bii) Employee has been the right and is advised hereby that Employee should to consult with an attorney prior to before executing this Severance Agreement; (ciii) Employee twenty-one (21) has 21 days from the date of this Agreement to consider execute this Severance Agreement (although though Employee may choose is free to voluntarily execute this Severance Agreement earlier and, if Employee does, Employee will sign before the Consideration Period waiver below)21st day) and may accept by sending the executed Agreement to ; (div) Employee has seven (7) days following Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered Agreement, provided Employee has sent a letter to [_____] at ChannelAdvisorstating that Employee is revoking it no later than the end of the seventh day; 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 this Severance Agreement is executed by Employee Employee, provided that Company has also executed this Agreement by that date; and (vi) this Agreement does not affect Employee’s ability to test the “Effective Date”)knowing and voluntary nature of this Agreement. The Parties agree that any revisions to this Agreement will not reset the applicable review period.

ADEA Waiver. [Applicable only if over 40] Employee The Executive has read this Release carefully and expressly 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 agrees that: (a) Employee’s waiver and release do not apply in return for this Release, the Executive will receive consideration beyond that which he was already entitled to any rights or claims that may arise after the execution date of receive before entering into this Severance AgreementRelease; (b) Employee has been advised hereby the Executive was given a copy of this Release on December 13, 2023 and informed that Employee should consult with an attorney he had at least twenty-one (21) days to consider all of its terms and that if the Executive wished to execute this Release prior to executing this Severance Agreement; the expiration of such twenty-one (c21) Employee 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 Release, and that such twenty-one (although Employee may choose 21) day period to voluntarily execute consider this Severance Agreement earlier andRelease would not and will not be re-started or extended based on any changes, if Employee doeswhether material or immaterial, Employee will sign that are or were made to this Release in such twenty-one (21) day period after he received it; (c) the Consideration Period waiver below)Executive is hereby advised in writing by this Release to consult with any attorney and any other advisors of the Executive’s choice prior to executing this Release; (d) Employee the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to sue or bring any other claims against the Released Parties, including any and all rights and claims that the Executive may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the date of execution of this Release; and (e) nothing in this Release prevents or precludes the Executive 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. The Executive also understands that the Executive has a period of seven (7) days following Employeeafter signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Agreement until eight (8) days have passed since the Executive’s execution signing of this Severance Agreement Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to revoke the Severance Agreement terms of the Company’s normal payroll practices or employee benefit plans. In the event the Executive exercises this right of revocation, neither the Company nor the Executive will have any obligations under this Release. Finally, the Executive has not been forced or pressured in writing actually delivered any manner whatsoever to [_____] at ChannelAdvisor; sign this Release, 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”)Executive agrees to all of its terms voluntarily.

ADEA Waiver. [Applicable only if over 40] Employee Under the Older Workers Benefit Protection Act of 1990, 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’’) (“ADEA Waiver”). Employee He 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 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 He 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 AgreementAgreement and General Release; (b) Employee has been advised hereby that Employee he should consult with an attorney prior to executing signing this Severance AgreementAgreement and General Release; (c) Employee he will have twenty-one (21) days to consider this Severance Agreement and General Release (although Employee he may choose to voluntarily execute this Severance sign it sooner but such Agreement earlier and, if Employee does, Employee will sign shall not be binding until after such twenty one day period has expired) (the Consideration Period waiver below“Execution Date”); (d) Employee he has seven (7) days following Employee’s execution of this Severance Agreement the Execution Date to revoke it, which revocation to be effective only if he delivers written notice of revocation via letter, email or facsimile to the Severance addressee set forth in the Preamble to this Agreement in writing actually delivered to [_____] at ChannelAdvisorand General Release within the seven (7)-day period; and (e) this Severance Agreement shall will not be effective or enforceable until the date upon which the that revocation period has expired unexercised, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”). If Executive exercises his right to revoke his waiver and release under the ADEA, the remainder of this Agreement shall continue in full force and effect, except that the amount of his compensation in Section 2 shall be reduced by $5,000 which Executive agrees that the remaining compensation constitutes adequate and sufficient consideration to continue to bind him to all provisions of this Agreement and his obligations hereunder.

ADEA Waiver. [Applicable only if over 40] Employee expressly acknowledges and agrees that by entering into this Release Agreement, Employee is knowingly waiving any and voluntarily waiving and releasing any all rights Employee or Claims that she may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amendedamended (the “ADEA”), which have arisen on or before the date of execution of this Release Agreement. Employee also further expressly acknowledges and agrees that: A. In return for this Release Agreement, the Employee will receive consideration beyond that (i) which 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 entitled to receive before entering into this Release Agreement; B. Employee is eligible. Employee further acknowledges that Employee has been hereby advised in writing by this writing that: (a) Employee’s waiver and release do not apply Release Agreement 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 before signing this Release Agreement; C. Employee has voluntarily chosen to executing enter into this Severance Agreement; (c) Release Agreement and has not been forced or pressured in any way to sign it; D. Employee twenty-was given a copy of this Release Agreement on [_________________, 20__] and informed that she had [twenty one (21) 21)/forty five (45)] days within which to consider this Severance Release Agreement (although Employee may choose and that if she wished to voluntarily execute this Severance Release Agreement earlier andprior to expiration of such [21-day/45-day] period, if she should execute the Endorsement attached hereto; E. Employee does, Employee will sign the Consideration Period waiver below); (d) Employee has was informed that she had seven (7) days following Employee’s the date of execution of this Severance Release Agreement in which to revoke the Severance this Release Agreement, and this Release Agreement will become null and void if Employee elects revocation during that time. Any revocation must be in writing actually delivered to [_____] at ChannelAdvisor; and (e) must be received by the Company during the seven-day revocation period. In the event that Employee exercises her right of revocation, neither the Company nor Employee will have any obligations under 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”)Release 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 [·], 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 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 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] The Employee acknowledges and agrees that the Employee is knowingly and voluntarily hereby waiving and releasing any age claims or rights the Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amendedamended by the Older Workers’ Benefit Protection Act of 1990, 29 U.S.C. §§ 621 et seq. This Section and this Agreement are written in a manner calculated to be understood by the Employee. In connection with this ADEA release, the Employee also agrees that the Employee is hereby entering into this waiver and release knowingly and voluntarily, and that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date the Employee executes this Agreement. The Employee further acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement of the ADEA claims is in addition to anything of value to which the Employee was already entitled. Finally, and (ii) that the 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 the 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; (b) the Employee has had at least forty-five (45) days from receipt of this Agreement to consider whether to execute it and release any age claim under the ADEA. If the Employee chooses to execute this Agreement before the 45-day period has elapsed, the Employee does so knowingly and voluntarily; (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 the Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing actually Employee’s signature by providing written notice of this fact within the 7-day period to Employer; such written notice to be delivered by overnight courier to [_____] Employer at ChannelAdvisor; and (e) this Severance Agreement shall not be effective until the date upon which the revocation period has expired unexercisedfollowing address: Pacific Mercantile Bancorp 000 Xxxxx Xxxxx Xxxxx, which shall be the eighth day after this Severance Agreement is executed by Employee (the “Effective Date”).Xxxxx 000 Xxxxx Xxxx, XX 00000 Attention: Chief Financial Officer SMRH:4838-6792-2589.6 -3-

ADEA Waiver. [Applicable only if over 40] Employee expressly acknowledges and agrees that by entering into this Agreement, Employee is knowingly waiving any and voluntarily waiving and releasing any all rights or claims that Employee may have arising under the ADEAAge Discrimination in Employment Act of 1967, as amendedamended (“ADEA”), which have arisen on or before the date of execution of this Agreement. Employee also further expressly acknowledges and agrees that: (a) In return for this Agreement, Employee will receive consideration beyond 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 entitled to receive before entering into 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 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 was given a copy of this Agreement on May 28, 2008 and informed that Employee had twenty-one (21) days within which to consider this Severance Agreement (although and that if Employee may choose wished to voluntarily execute this Severance Agreement earlier and, if Employee doesprior to expiration of such 21-day period, Employee will sign should execute the Consideration Period waiver below); Acknowledgement and Waiver attached hereto as Schedule A-1; (d) Nothing in this Agreement prevents or precludes Employee 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; and (e) Employee was informed that he has 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 Employee elects revocation during that time. Any revocation must be in writing actually delivered to [_____] at ChannelAdvisor; and (e) must be received by the Company during the seven-day revocation period. In the event that Employee exercises his right of revocation, neither the Company nor Employee will have any obligations under 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”)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”). 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] The Employee acknowledges and agrees that the Employee is knowingly and voluntarily hereby waiving and releasing any age claims or rights the Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amendedamended by the Older Workers’ Benefit Protection Act of 1990, 29 U.S.C. §§ 621 et seq. This Section and this Agreement are written in a manner calculated to be understood by the Employee. In connection with this ADEA release, the Employee also agrees that the Employee is hereby entering into this waiver and release knowingly and voluntarily, and that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date the Employee executes this Agreement. The Employee further acknowledges that (i) the consideration given to Employee in exchange for the waiver and release in this Severance Agreement of the ADEA claims is in addition to anything of value to which the Employee was already entitled. Finally, and (ii) that the 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 the 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; (cb) the Employee has had at least twenty-one (21) days from receipt of this Agreement to consider this Severance Agreement (although whether to execute it and release any age claim under the ADEA. If the Employee may choose chooses to voluntarily execute this Severance Agreement earlier andbefore the 21-day period has elapsed, if the Employee does, Employee will sign the Consideration Period waiver below)does so knowingly and voluntarily; (dc) the Employee has seven (7) days following the Employee’s execution of this Severance Agreement to revoke the Employee’s signature by providing written notice of this fact within the 7-day period to Employer; such written notice to be delivered by overnight courier to Employer at the following address: Pacific Mercantile Bancorp 000 Xxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attention: Chief Financial Officer (d) if the Employee revokes this Agreement, the Employee will not receive the Severance Agreement or other benefits set forth 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”)Agreement.

ADEA Waiver. [Applicable only if over 40] Employee further expressly understands and acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee 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 understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Employee executes this Supplemental Release. Employee understands and acknowledges 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 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 understands and 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 AgreementSupplemental Release; (cb) Employee has twenty-one (21) days within which to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier andSupplemental Release, if Employee does, Employee will sign by which time the Consideration Period waiver below)Company must receive an executed copy; (dc) Employee has seven (7) days following Employee’s execution of this Severance Agreement Supplemental Release to revoke this Supplemental Release, and agrees that any such revocation must be in a writing by email or Federal Express received by Xxxxxxx XxXxx by midnight on the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorseventh (7th) day following Employee’s execution of this Supplemental Release; (d) this Supplemental Release shall not be effective until after the revocation period has expired; and (e) nothing in this Severance Agreement shall not be effective until Supplemental Release prevents or precludes Employee from challenging or seeking a determination in good faith of the date upon which validity of this waiver under the revocation ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Supplemental Release and returns it to the Company in less than the twenty-one (21)-day period identified above, Employee hereby acknowledges that Employee has expired unexercisedfreely and voluntarily chosen to waive the time period allotted for considering this Supplemental Release. Employee understands and agrees that Employee executed this Supplemental Release voluntarily, which shall be without any duress or undue influence on the eighth day after this Severance Agreement is executed by Employee (part or behalf of the “Effective Date”)Company or any third party, with the full intent of releasing all of Employee’s claims against the Releasees.

ADEA Waiver. [Applicable only if over 40] Employee expressly acknowledges and agrees that by entering into this Release Agreement, Employee 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 amendedamended (the “ADEA”), which have arisen on or before the date of execution of this Release Agreement. Employee also further expressly acknowledges and agrees that: A. In return for this Release Agreement, the Employee will receive consideration beyond that (i) which 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 entitled to receive before entering into this Release Agreement; B. Employee is eligible. Employee further acknowledges that Employee has been hereby advised in writing by this writing that: (a) Employee’s waiver and release do not apply Release Agreement 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 before signing this Release Agreement; C. Employee has voluntarily chosen to executing enter into this Severance Agreement; (c) Release Agreement and has not been forced or pressured in any way to sign it; D. Employee twenty-was given a copy of this Release Agreement on [_________________, 20__] and informed that he had [twenty one (21) 21)/forty five (45)] days within which to consider this Severance Release Agreement (although Employee may choose and that if he wished to voluntarily execute this Severance Release Agreement earlier andprior to expiration of such [21-day/45-day] period, if he should execute the Endorsement attached hereto; E. Employee does, Employee will sign the Consideration Period waiver below); (d) Employee has was informed that he had seven (7) days following Employee’s the date of execution of this Severance Release Agreement in which to revoke the Severance this Release Agreement, and this Release Agreement will become null and void if Employee elects revocation during that time. Any revocation must be in writing actually delivered to [_____] at ChannelAdvisor; and (e) must be received by the Company during the seven-day revocation period. In the event that Employee exercises his right of revocation, neither the Company nor Employee will have any obligations under 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”)Release Agreement.

ADEA Waiver. [Applicable only if over 40] Employee acknowledges that he has carefully read and fully understands the provisions of this paragraph. Employee is knowingly understands and voluntarily waiving acknowledges that: (a) the preceding paragraph includes a voluntary waiver of any and releasing any rights all claims that Employee has or may have against the ARTISTdirect and/or the other persons and entities released herein arising under the ADEAfederal Age Discrimination in Employment Act of 1967, as amended29 U.S.C. Section 621, et seq. ("ADEA Claims"); (b) Employee also acknowledges that (i) the consideration given has waived any and all ADEA Claims pursuant to Employee this Agreement and in exchange for consideration, the waiver and release in this Severance Agreement is in addition to anything value of value which exceeds the payments or remuneration 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 has been, and is hereby, advised to consult with an attorney concerning this paragraph prior to executing this Agreement, and Employee has retained an attorney to provide him with legal advice concerning this Agreement; (d) Employee has been, and is hereby, informed that he has a period of at least twenty-one (21) days to consider the terms of this Severance Agreement from the date on which the ARTISTdirect delivers the Agreement to him and if he executes this Agreement prior to that time he expressly and voluntarily waives the foregoing twenty-one (although 21) day period; and (e) Employee may choose to voluntarily execute revoke this Severance paragraph and the release of ADEA Claims under this Agreement earlier and, if Employee does, Employee will sign at any time during the Consideration Period waiver below); (d) Employee has seven (7) days following the date of Employee’s 's execution of this Severance Agreement to revoke Agreement, and the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisor; and (e) release of ADEA Claims under this Severance Agreement shall not be become effective or enforceable until the date upon which the such revocation period leave has expired unexercisedexpired. To revoke this paragraph and the release of ADEA Claims, which shall be Employee must deliver a written notice of revocation to Xxxx X. Xxxxx, Esq., Xxxxxx, Xxxxxxx & Xxxxx LLP, 0000 Xxxxxxx Xxxxxx, Suite 1100, Los Angeles, CA 90024, within the eighth seven (7) day after this Severance Agreement is executed by Employee (the “Effective Date”)revocation period.

ADEA Waiver. [Applicable only if over 40] Employee Under the Older Workers Benefit Protection Act of 1990, Xxxxxxxxx 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'') ("ADEA Waiver"). Employee He 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 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 He 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 he has twenty-one (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) days following Employee’s execution of the date he signs this Severance Agreement to revoke it, which revocation to be effective only if he delivers written notice of revocation via letter, email or facsimile to the Severance Agreement addressee set forth in writing actually delivered to [_____] at ChannelAdvisorthe Notice Paragraph 8 within the seven (7)-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 Xxxxxxxxx signs this Severance Agreement is executed by Employee (the “"Effective Date”"). If Xxxxxxxxx exercises his right of revocation under this section, then within two (2) business days of Xxxxxxxxx'x notice of revocation, Xxxxxxxxx shall return the amount of the Settlement Payment funds to the Company via check or through any other arrangements the parties may then make. Xxxxxxxxx agrees that failure to return the Settlement Payment after revocation of this Agreement constitutes a material breach 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 Age Discrimination in Employment Act as amended (“ADEA, as amended”) including the provisions of the Older Worker Benefit Protection Act (“OWBPA”). 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 been advised hereby that Employee should you have the right to consult with an attorney prior to executing this Severance Agreement; (c) Employee you have had (at least) twenty-one (21) 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 andearlier, if Employee does, Employee will but you may not sign the Consideration Period waiver belowthis Agreement until you have received and reviewed your final paycheck); (d) 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 (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 this Severance Agreement is executed by Employee you, provided that the Employer’s authorized representative has also executed this Agreement by that date (the “Effective Date”). To revoke this Agreement, you must deliver a written, signed revocation to Employer, via email to xxxx.xxxxx@xxxxxxxxxx.xxx with original by mail, by 5:00 p.m. on the seventh day after execution. If you revoke consent pursuant to the OWBPA and this Paragraph, you will not be eligible for the consideration specified in Paragraph 2 and the Employer’s consent to this Agreement will likewise be revoked.

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] The Employee further expressly understands and acknowledges that Employee that, pursuant to the terms of this Separation Agreement, he is knowingly and voluntarily expressly waiving and releasing any rights Employee he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amendedand that this waiver and release is knowing and voluntary. The Employee also understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date he executes this Separation Agreement. The Employee understands and acknowledges 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 the 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. The Employee further understands and acknowledges that Employee he 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 Separation Agreement; (cb) Employee he has twenty-one (21) days from the Separation Date within which to consider this Severance Agreement (although Employee may choose to voluntarily execute this Severance Agreement earlier andSeparation Agreement, if Employee does, Employee will sign the Consideration Period waiver below)by which time Solazyme must receive an executed copy; (dc) Employee he has seven (7) days following his execution of this Separation Agreement to revoke this Separation Agreement, and agrees that any such revocation must be in a writing by email or federal express received by Solazyme by midnight on the seventh day following the Employee’s execution of this Severance Agreement to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorSeparation Agreement; and (ed) this Severance Separation Agreement shall not be effective until the date upon which after the revocation period has expired unexercisedexpired; and (e) nothing in this Separation Agreement prevents or precludes the Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, which shall be nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the eighth event the Employee signs this Separation Agreement and returns it to Solazyme in less than the 21-day after period identified above (but in any event the Employee agrees not to execute or return this Severance Separation Agreement is prior to his separation from employment with Solazyme), the Employee hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Separation Agreement. The Employee understands and agrees that he executed by Employee (this Separation Agreement voluntarily, without any duress or undue influence on the “Effective Date”)part or behalf of Solazyme or any third party, with the full intent of releasing all of his claims against the Releasees.

ADEA Waiver. [Applicable only if over 40] Employee (a) Executive acknowledges and agrees that Employee he is knowingly and voluntarily waiving and releasing any rights Employee he may have under the ADEA, as amendedADEA and/or OWBPA. Employee He 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 he 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 Executive further acknowledges that Employee he has been advised by this writing writing, as required by the ADEA and/or OWBPA, that: (a) Employee’s his ADEA/OWBPA waiver and release do not apply to any rights or claims that may arise after the execution date of this Severance Agreement; (b) Employee he has been advised hereby that Employee should he has the right to consult with an attorney prior to executing this Severance Agreement; (c) Employee he has twenty-one (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 belowearlier); (d) Employee he has seven (7) days following Employee’s the execution of this Severance Agreement by the parties to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisorADEA/OWBPA waiver and release; and (e) this Severance Agreement shall ADEA/OWBPA waiver and release 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 is executed by Employee Executive. (b) As part of the “Effective Date”claims being waived hereunder, Executive is releasing any and all legal rights or claims under the ADEA and/or OWBPA, whether those claims are presently known or hereafter discovered. With respect to these ADEA/OWBPA claims (and only these claims), Executive shall be entitled to revoke his release within seven (7) days of his signing this Agreement by delivering a written notice of such revocation to the Company at the address provided in Section 10, by (i) nationally-recognized overnight courier, or (ii) electronic mail. If Executive revokes his release of claims under the ADEA and/or OWBPA within seven (7) days of signing this Agreement, then (w) Executive’s release of claims arising under the ADEA and/or OWBPA shall be null and void, (x) the remainder of Executive’s obligations, promises, and covenants arising under this Agreement, including but not limited to Executive’s resignation, termination of the Employment Agreement and his release of claims arising under the Employment Agreement and under all other federal, state, local, and foreign laws shall remain in full force and effect, (y) all of the Company’s obligations, promises, and covenants under this Agreement shall remain in full force and effect except that their obligations under Sections 2.2 and 2.3 shall be null and void and of no further force or effect, and (z) in the event that, prior to delivering his written notice of revocation, any other interests or amounts have been paid or provided to Executive pursuant to Sections 2.2 and 2.3, Executive shall immediately repay such amounts to the Company. If Executive signs this Agreement and does not revoke his release of claims arising under the ADEA and/or OWBPA within seven (7) days of signing it, then the release of such claims shall become binding, effective, and irrevocable on the eighth (8th) day after this Agreement is fully executed.

ADEA Waiver. [Applicable only if over 40] Employee The Executive has read this Release carefully and expressly 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 agrees that: (a) Employee’s waiver and release do not apply in return for this Release, the Executive will receive consideration beyond that which he was already entitled to any rights or claims that may arise after the execution date of receive before entering into this Severance AgreementRelease; (b) Employee has been advised hereby the Executive was given a copy of this Release on December 13, 2023 and informed that Employee should consult with an attorney he had at least twenty-one (21) days to consider all of its terms and that if the Executive wished to execute this Release prior to executing this Severance Agreement; the expiration of such twenty-one (c21) Employee 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 Release, and that such twenty-one (although Employee may choose 21) day period to voluntarily execute consider this Severance Agreement earlier andRelease would not and will not be re-started or extended based on any changes, if Employee doeswhether material or immaterial, Employee will sign that are or were made to this Release in such twenty-one (21) day period after he received it; (c) the Consideration Period waiver below)Executive is hereby advised in writing by this Release to consult with any attorney and any other advisors of the Executive’s choice prior to executing this Release; (d) Employee the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to sue or bring any other claims against the Released Parties, including any and all rights and claims that the Executive may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the date of execution of this Release; and (e) nothing in this Release prevents or precludes the Executive 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. The Executive also understands that the Executive has a period of seven (7) days following Employee’s execution of after signing this Severance Agreement Release within which to revoke his agreement, and that neither the Severance Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Transition 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 unexerciseddated as of December 13, which shall be the eighth day after this Severance Agreement is executed by Employee 2023 (the “Effective DateAgreement”), by and between the Company, the Operating Partnership and the Executive, until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. In the event the Executive exercises this right of revocation, neither the Company nor the Executive will have any obligations under this Release. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily.

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 or she 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 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 twentyExecutive was given a copy of this Agreement on December [•], 2021, and informed that he or she had twenty one (21) days within which to consider this Agreement and that if he or she wished to execute this Agreement prior to the expiration of such 30-day period he or she will have done so voluntarily and with full knowledge that Executive is waiving his or her 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 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 this Agreement, and this Agreement and the Severance Consulting 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 ChannelAdvisorthe Company (attention Xxxxxxx X. Xxxxxx, Chief Executive Officer), 00000 Xxx Xxxxxx Xxxxxx, Suite 550, Irvine, CA 92612, so that it is received within the seven-day period following execution of this Agreement by Executive; and and (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 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] (a) Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights that Employee may have under the federal Age Discrimination in Employment Act (“ADEA, as amended”). Employee also acknowledges that (i) the consideration given to Employee in exchange for the waiver waivers and release releases 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 writing, as required by the ADEA, that: : (a) 1). Employee’s waiver and release do does not apply to any rights or claims that may arise after the execution date that this Agreement is executed by Employee; (2). Employee’s waiver specifically waives all of this Severance Agreement; Employee’s rights or claims arising under the ADEA; (b) 3). Employee has been advised hereby that Employee should the right to consult with an attorney prior to executing this Severance Agreement; , and accordingly Employee is advised to consult with an attorney prior to executing this Agreement; (c) 4). If a dispute arises over whether the requirements for a valid waiver under the ADEA are met by this Agreement, then the party asserting the validity of the waiver bears the burden of proving its validity; (5). Employee twenty-is waiving Employee’s rights or claims under the ADEA in exchange for consideration that is in addition to anything of value to which Employee is already entitled; (6). Employee has [twenty one (21) )] [forty five (45)] calendar days to consider this Severance Agreement (the “Consideration Period”) although Employee may choose to voluntarily execute this Severance Agreement earlier and, if earlier; (7). If Employee doessigns this Agreement prior to the expiration of the [twenty-one (21)] [forty five (45)] day period, Employee will sign waives the Consideration Period waiver belowremainder of that period; and Employee waives the restarting of the [twenty-one (21); ] [forty five (d) 45)] day period in the event of any modification of the Agreement, whether or not material; (8). Employee has seven (7) calendar days following Employee’s the execution of this Severance Agreement in which 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 DateRevocation Period”).; and

ADEA Waiver. [Applicable only if over 40] Employee expressly acknowledges that and agrees that, by entering into this Agreement, Employee is knowingly and voluntarily waiving any and releasing any all rights or claims that Employee may have arising under the ADEA, as amendedwhich have arisen on or before the effective date of the Agreement. Employee also further expressly acknowledges that and agrees that: (i) the consideration given to Employee in exchange return for the waiver and release releases provided for in this Severance Agreement is in addition to anything of Agreement, Employee will receive value to beyond that which Employee was already entitled, and entitled to receive before entering into this 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 was advised in writing by this writing that: Agreement to consult with an attorney before signing this Agreement; (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; (biii) Employee has been advised hereby that Employee should consult with an attorney prior to executing this Severance Agreement; (c) Employee twenty-one (21) given a period of 21 days within which to consider this Severance Agreement (although before signing it, and that in the event Employee may choose to voluntarily execute this Severance executes the Agreement earlier and, if Employee doesbefore the full 21 days, Employee will sign does so knowingly and voluntarily and with the Consideration Period waiver below)intention of waiving any remaining time in that 21 day period; and (div) Employee was informed that he has seven (7) days following Employee’s the date of execution of this Severance Agreement in which to revoke the Severance Agreement in writing actually delivered to [_____] at ChannelAdvisor; and (e) this Severance the “Revocation Period”). This Agreement shall not be become effective or enforceable until the date upon which the revocation period Revocation Period has expired unexercisedand Employee has not revoked the Agreement. To be effective, which such revocation must be in writing and hand delivered to the persons identified in Paragraph 13 below within the Revocation Period. Nothing herein shall be prevent Employee from seeking a judicial determination as to the eighth day after validity of the release provided in this Severance Agreement is executed by Employee (Agreement, with regard to age discrimination claims consistent with the “Effective Date”)ADEA.

ADEA Waiver. [Applicable only if over 40] Employee expressly acknowledges and agrees that by entering into this Release Agreement, Employee is knowingly waiving any and voluntarily waiving and releasing any all rights Employee or Claims that he or she may have arising under ADEA and the ADEAOlder Worker Benefits Protection Act (“OWBPA”), as amended. Employee also acknowledges that (i) which have arisen on or before the consideration given to Employee in exchange for the waiver and release in date of execution of 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 eligibleRelease Agreement. Employee further expressly acknowledges that and agrees that: (A) Employee has been is hereby advised in writing by this writing that: (a) Employee’s waiver and release do not apply Release Agreement 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 before signing this Severance Release Agreement; ; (cB) Employee has voluntarily chosen to enter into this Release Agreement and has not been forced or pressured in any way to sign it; (C) Employee was given a copy of this Release Agreement on August 16, 2021 and informed that he or she had twenty-one (21) days within which to consider this Severance Release Agreement (although Employee may choose and that if he or she wished to voluntarily execute this Severance Release Agreement earlier andprior to expiration of such 21-day period, if Employee does, Employee will sign he or she should execute the Consideration Period waiver below); Endorsement attached hereto; (dD) Employee has was informed that he or she had seven (7) days following Employee’s the date of execution of this Severance Release Agreement in which to revoke the Severance this Release Agreement, and this Release Agreement will become null and void if Employee elects revocation during that time. Any revocation must be in writing actually delivered to [_____] at ChannelAdvisor; and must be received by the Company during the seven-day revocation period. In the event that Employee exercises his or her right of revocation, neither the Company nor Employee will have any obligations under this Release Agreement; (eE) Nothing in this Severance Release Agreement shall not be effective until prevents or precludes Employee 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 or the OWBPA, which shall be the eighth day after this Severance Agreement is executed nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by Employee (the “Effective Date”)federal law.