Common use of ADEA Clause in Contracts

ADEA. Employee understands and acknowledges that Employee is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee 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 Executive signs this Agreement and General Release. Employee understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further understands and acknowledges that Employee has been advised by this writing that nothing in this Agreement prevents or precludes 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 for doing so, unless specifically authorized by federal law. EMPLOYEE HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. IN THE EVENT EMPLOYEE SIGNS THIS AGREEMENT AND GENERAL RELEASE AND RETURNS IT TO THE COMPANY IN LESS THAN THE TWENTY-ONE (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 AND GENERAL RELEASE. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYER.

ADEA. Employee Executive understands and acknowledges that Employee Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee Executive 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 Executive signs this Agreement and General Release. Employee Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee Executive was already entitled. Employee Executive further understands and acknowledges that Employee Executive has been advised by this writing that nothing in this Agreement prevents or precludes 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 for doing so, unless specifically authorized by federal law. EMPLOYEE EXECUTIVE HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE EXECUTIVE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. IN THE EVENT EMPLOYEE EXECUTIVE SIGNS THIS AGREEMENT AND GENERAL RELEASE AND RETURNS IT TO THE COMPANY IN LESS THAN THE TWENTY-ONE (21) DAY PERIOD IDENTIFIED ABOVE, EMPLOYEE EXECUTIVE HEREBY ACKNOWLEDGES THAT EMPLOYEE EXECUTIVE HAS FREELY AND VOLUNTARILY CHOSEN TO WAIVE THE TIME PERIOD ALLOTTED FOR CONSIDERING THIS AGREEMENT AND GENERAL RELEASE. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT AGREEMENT, EMPLOYEE EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYERTHE COMPANY.

ADEA. Employee understands and acknowledges that Employee is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee 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 Executive signs this Agreement and General Release. Employee understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further understands and acknowledges that Employee has been advised by this writing that nothing in this Agreement prevents or precludes 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 for doing so, unless specifically authorized by federal law. 177505654 v5 EMPLOYEE HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. IN THE EVENT EMPLOYEE SIGNS THIS AGREEMENT AND GENERAL RELEASE AND RETURNS IT TO THE COMPANY IN LESS THAN THE TWENTY-ONE (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 AND GENERAL RELEASE. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYER.

ADEA. Since Employee understands and acknowledges is forty (40) years of age or older, Employee is being informed that Employee is waiving and releasing any rights Executive has or may have specific rights and/or claims under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (the "ADEA"). In connection with the ADEA, (a) Employee agrees that in consideration for the Severance described in the Employment Agreement, which Employee is not otherwise entitled to receive, Employee specifically and voluntarily waives such rights and/or claims under the ADEA which Employee might have against the Released Parties to the extent such rights and/or claims arose prior to the date this Release was executed, (b) Employee understands that rights or claims under the ADEA which may arise after the date this Release is executed are not waived by Employee, (c) Employee acknowledges and agrees that he has been advised that Employee has at least twenty-one (21) days within which to consider the terms of 1967 (“ADEA”)this Release and to consult with or seek advice from an attorney of Employee's own choice or any other person of Employee's choosing prior to executing this Release, and that the 21-day review period will not be affected or extended by any revisions, whether material or immaterial, that might be made to this waiver Release, (d) Employee has carefully read and release fully understands all of the provisions of this Release, and knowingly and voluntarily agrees to all of the terms set forth in this Release, and (e) Employee acknowledges that in entering into this Release, Employee is knowing and voluntarynot relying on any representation, promise or inducement made by the Company or its attorneys with the exception of those promises described in this Release. By signing below, Employee understands acknowledges and agrees that he has been given a period of at least twenty-one (21) days within which to consider, execute and deliver this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Agreement and General Release. Employee understands acknowledges and acknowledges agrees that he may revoke this Release at any time up to and including the consideration given for seventh (7th) day after his execution hereof. Any such revocation must be received in writing by the Company by 5:00 p.m. Eastern Time on the date ending said revocation period. If revoked, this waiver Release shall be null and release is void in addition to anything of value to which Employee was already entitledits entirety. Employee further understands and acknowledges that Employee has been advised by this writing that nothing in this Agreement prevents This Release shall not be enforceable or precludes Executive from challenging or seeking a determination in good faith effective until the expiration of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. EMPLOYEE HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTYforegoing 7-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. IN THE EVENT EMPLOYEE SIGNS THIS AGREEMENT AND GENERAL RELEASE AND RETURNS IT TO THE COMPANY IN LESS THAN THE TWENTY-ONE (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 AND GENERAL RELEASE. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYERday period.

ADEA. Since Employee understands and acknowledges is forty (40) years of age or older, Employee is being informed that Employee is waiving and releasing any rights Executive has or may have specific rights and/or claims under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (the "ADEA"). In connection with the ADEA, (a) Employee agrees that in consideration for the Severance described in the Employment Agreement, which Employee is not otherwise entitled to receive, Employee specifically and voluntarily waives such rights and/or claims under the ADEA which Employee might have against the Released Parties to the extent such rights and/or claims arose prior to the date this Release was executed, (b) Employee understands that rights or claims under the ADEA which may arise after the date this Release is executed are not waived by Employee, (c) Employee acknowledges and agrees that he has been advised that Employee has at least twenty-one (21) days within which to consider the terms of 1967 (“ADEA”)this Release and to consult with or seek advice from an attorney of Employee’s own choice or any other person of Employee’s choosing prior to executing this Release, and that the 21-day review period will not be affected or extended by any revisions, whether material or immaterial, that might be made to this waiver Release, (d) Employee has carefully read and release fully understands all of the provisions of this Release, and knowingly and voluntarily agrees to all of the terms set forth in this Release, and (e) Employee acknowledges that in entering into this Release, Employee is knowing and voluntarynot relying on any representation, promise or inducement made by the Company or its attorneys with the exception of those promises described in this Release. By signing below, Employee understands acknowledges and agrees that he has been given a period of at least twenty-one (21) days within which to consider, execute and deliver this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Agreement and General Release. Employee understands acknowledges and acknowledges agrees that he may revoke this Release at any time up to and including the consideration given for seventh (7th) day after his execution hereof. Any such revocation must be received in writing by the Company by 5:00 p.m. Eastern Time on the date ending said revocation period. If revoked, this waiver Release shall be null and release is void in addition to anything of value to which Employee was already entitledits entirety. Employee further understands and acknowledges that Employee has been advised by this writing that nothing in this Agreement prevents This Release shall not be enforceable or precludes Executive from challenging or seeking a determination in good faith effective until the expiration of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. EMPLOYEE HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTYforegoing 7-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. IN THE EVENT EMPLOYEE SIGNS THIS AGREEMENT AND GENERAL RELEASE AND RETURNS IT TO THE COMPANY IN LESS THAN THE TWENTY-ONE (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 AND GENERAL RELEASE. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYERday period.

ADEA. Employee understands represents that he is knowingly and acknowledges voluntarily waiving any and all rights that Employee is waiving and releasing any rights Executive he currently may have arising under the Age Discrimination in Employment Act of 1967 1967, as amended. Employee understands that he has the right to consult with an attorney before signing this Agreement. Employee also understands that he may have twenty-one (“ADEA”)21) days after his receipt of this Agreement within which he may review and consider, discuss with an attorney of his own choosing, and decide to execute or not execute it. Employee further understands that for a period of seven (7) days after he signs this waiver Agreement, he may revoke his release of all claims. In order to revoke his release, Employee must deliver to the President and release Chief Executive Officer of the Company, by no later than seven (7) days after he executes this Agreement, a letter stating that he is knowing and voluntaryrevoking it. Employee understands and agrees that if he revokes his release, he will have no right to receive, and the Company will have no obligation to provide, any of the benefits described in this waiver and release Agreement. If Employee does not apply to any rights or claims that may arise under the ADEA after the date Executive signs deliver such a letter, then this Agreement and General Releaseshall become effective upon the expiration of the seventh day after he executes this Agreement. If Employee understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further understands and acknowledges that Employee has been advised by this writing that nothing in executes this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of prior to the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. EMPLOYEE HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTYtwenty-ONE first (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE AGREES ANY MODIFICATIONSday after its delivery to him, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTYEmployee hereby acknowledges that his decision to execute this Agreement prior to the expiration of such twenty-ONE one (21) CALENDAR DAY CONSIDERATION PERIODday period was entirely voluntary. IN THE EVENT EMPLOYEE SIGNS THIS AGREEMENT AND Civil Code Section 1542. Employee hereby expressly waives any and all rights and benefits conferred upon him by the provisions of Section 1542 of the Civil Code of the State of California (as well as under any other statute or common law principles of similar effect), which states as follows: “A GENERAL RELEASE AND RETURNS IT DOES NOT EXTEND TO CLAIMS THAT THE COMPANY CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN LESS THAN THE TWENTY-ONE (21) DAY PERIOD IDENTIFIED ABOVE, EMPLOYEE HEREBY ACKNOWLEDGES THAT EMPLOYEE HAS FREELY AND VOLUNTARILY CHOSEN TO WAIVE HIS FAVOR AT THE TIME PERIOD ALLOTTED FOR CONSIDERING THIS AGREEMENT AND GENERAL RELEASE. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL OF EXECUTING THE RELEASE, TO FULFILL WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYERDEBTOR.” Employee hereby executes this Release of All Claims on this 30th day of August 2004. /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx Exhibit B: Stock Option Amendments and Stock Option Summary [in the forms attached]

ADEA. Employee understands and acknowledges that Employee is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee 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 Executive signs this Agreement and General Release. Employee understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further understands and acknowledges that Employee has been advised by this writing that nothing in this Agreement prevents or precludes 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 for doing so, unless specifically authorized by federal law. [signature page follows] EMPLOYEE HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. IN THE EVENT EMPLOYEE SIGNS THIS AGREEMENT AND GENERAL RELEASE AND RETURNS IT TO THE COMPANY IN LESS THAN THE TWENTY-ONE (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 AND GENERAL RELEASE. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYER.

ADEA. Employee understands and acknowledges that Employee is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 ILLINOIS FREEDOM TO WORK ACT. YOU EXPRESSLY ACKNOWLEDGE AND UNDERSTAND THAT THIS AGREEMENT INCLUDES A WAIVER AND RELEASE OF ALL CLAIMS THAT YOU HAVE OR MAY HAVE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED (“ADEA”), and that this waiver and release is knowing and voluntary. Employee 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 Executive signs this Agreement and General Release. Employee understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further understands and acknowledges that Employee has been advised by this writing that nothing in this Agreement prevents or precludes 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 for doing so, unless specifically authorized by federal law. EMPLOYEE HAS YOU FURTHER ACKNOWLEDGE AND AGREE THAT: (a) YOUR WAIVER AND RELEASE DOES NOT APPLY TO ANY RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE EXECUTION DATE OF THIS AGREEMENT; (b) YOU HAVE BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION EXECUTING THIS AGREEMENT; (c) YOU ARE EXECUTING THIS AGREEMENT, INCLUDING THE RELEASE OF CLAIMS AND THE RESTRICTIVE COVENANTS CONTAINED HEREIN, IN EXCHANGE FOR GOOD AND VALUABLE CONSIDERATION IN ADDITION TO ANYTHING OF VALUE TO WHICH YOU ARE OTHERWISE ENTITLED AND THAT THE BENEFITS DESCRIBED HEREIN CONSTITUTE ADEQUATE CONSIDERATION FOR PURPOSES OF THE ILLINOIS FREEDOM TO WORK ACT, 820 ILCS 90/15; (d) YOU ARE ENTERING INTO THIS AGREEMENT FREELY, KNOWINGLY AND GENERAL RELEASE. EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT VOLUNTARILY AND GENERAL HAVE READ AND UNDERSTAND ITS TERMS (INCLUDING THE RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER OF CLAIMS AND THE ORIGINAL RESTRICTIVE COVENANTS CONTAINED HEREIN); (e) YOU HAVE TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. IN THE EVENT EMPLOYEE SIGNS DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE AND RETURNS IT (ALTHOUGH YOU MAY CHOOSE TO VOLUNTARILY EXECUTE THIS AGREEMENT PRIOR TO THE COMPANY EXPIRATION OF SUCH TWENTY-ONE (21) DAY PERIOD, AND IN LESS THAN SO DOING, YOU ACKNOWLEDGE AND AGREE THAT YOU HAD THE ENTIRE TWENTY-ONE (21) DAY PERIOD IDENTIFIED ABOVEIN WHICH TO CONSIDER THIS AGREEMENT) AND YOU ACKNOWLEDGE THAT THIS TWENTY-ONE (21) DAY PERIOD SATISFIES THE REQUIREMENTS IN THE ILLINOIS FREEDOM TO WORK ACT, EMPLOYEE HEREBY ACKNOWLEDGES 820 ILCS 90/20; (f) YOU HAVE SEVEN DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT BY THE PARTIES TO REVOKE THIS AGREEMENT, AND MAY DO SO BY SENDING WRITTEN NOTICE OF SUCH REVOCATION TO XXXXXX XXXXXX AT [REDACTED] OR HIS SUCCESSOR AS AON’S EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY BY 11:59 PM CENTRAL TIME ON THE SEVENTH DAY FOLLOWING THE DATE ON WHICH YOU EXECUTE THIS AGREEMENT; AND (g) THE RELEASE OF CLAIMS IN SECTIONS 19 AND 20 OF THIS AGREEMENT WILL NOT BE EFFECTIVE UNTIL THE DATE UPON WHICH THE SEVEN-DAY REVOCATION PERIOD HAS EXPIRED (WITHOUT YOU HAVING REVOKED THIS AGREEMENT WITHIN THE SEVEN-DAY REVOCATION PERIOD), WHICH WILL BE THE EIGHTH DAY AFTER THIS AGREEMENT IS EXECUTED BY YOU PROVIDED THAT EMPLOYEE THE COMPANY HAS FREELY ALSO EXECUTED THIS AGREEMENT BY THAT DATE. Upon acceptance of this Agreement, please sign below and return the executed original to me. Upon your signature below, this will become our binding agreement with respect to your transition and separation from Aon. Aon Corporation By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Executive Vice President, Chief People Officer I UNDERSTAND AND VOLUNTARILY CHOSEN AGREE TO WAIVE THE TIME PERIOD ALLOTTED FOR CONSIDERING TERMS CONTAINED IN THIS AGREEMENT AND GENERAL RELEASEINTEND, BY MY SIGNATURE BELOW, TO BE LEGALLY BOUND BY THOSE TERMS. HAVING ELECTED TO EXECUTE I AM SIGNING THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL (INCLUDING THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND RELEASE THEREIN) KNOWINGLY, WILLINGLY AND AFTER DUE CONSIDERATIONVOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED ABOVE: /s/ Xxxxxxx Xxxxxx Date: 6/22/2024 Xxxxxxx Xxxxxx Exhibit A * omitted pursuant to Item 601(a)(5) of Regulation S-K Exhibit B * omitted pursuant to Item 601(a)(5) of Regulation S-K Exhibit C The Equity Awards set forth in the table on this Exhibit C shall continue to be eligible to vest in accordance with the terms of the applicable award agreements, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVEincluding, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYERwithout limitation, the terms and conditions in connection with terminations of employment that occur prior to the regular vesting date(s) of the Equity Awards, subject to the terms of the Agreement, including Section 4 thereof. Award Type Grant Date Performance Share Units (3x3 Performance Plan 3x3PP: Performance Cycle January 1, 3/21/24 2024-December 31, 2026) Performance Share Units (Leadership Performance Program LPP 17: Performance Cycle January 1, 3/24/2022 2022-December 31, 2024) Performance Share Units (Leadership Performance Program LPP 18: Performance Cycle January 1, 3/23/2023 2023-December 31, 2025) Performance Share Units (Leadership Performance Program LPP 19: Performance Cycle January 1, 3/21/24 2024-December 31, 2026) Restricted Stock Units 2/17/2022 Restricted Stock Units 2/16/2023 Capitalized terms used but not defined herein have the meaning set forth in the agreement to which this Exhibit C is attached.

ADEA. Employee understands and acknowledges that Employee is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 YOU EXPRESSLY ACKNOWLEDGE AND UNDERSTAND THAT THIS AGREEMENT INCLUDES A WAIVER AND RELEASE OF ALL CLAIMS THAT YOU HAVE OR MAY HAVE UNDER THE ADEA. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED BY THIS WRITING, AS REQUIRED BY ADEA AND THE OLDER WORKERS’ BENEFIT PROTECTION ACT (“ADEAOWBPA”), and that this waiver and release is knowing and voluntary. Employee 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 Executive signs this Agreement and General Release. Employee understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further understands and acknowledges that Employee has been advised by this writing that nothing in this Agreement prevents or precludes 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 for doing so, unless specifically authorized by federal law. EMPLOYEE HAS THAT: (a) YOUR WAIVER AND RELEASE DOES NOT APPLY TO ANY RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE EXECUTION DATE OF THIS AGREEMENT; (b) YOU HAVE BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT; (c) YOU ARE EXECUTING THIS AGREEMENT, INCLUDING THE RELEASE OF CLAIMS HEREIN, IN EXCHANGE FOR GOOD AND VALUABLE CONSIDERATION IN ADDITION TO ANYTHING OF VALUE TO WHICH YOU ARE OTHERWISE ENTITLED; (d) YOU ARE ENTERING INTO THIS AGREEMENT FREELY, KNOWINGLY AND VOLUNTARILY AND HAVE READ AND UNDERSTAND ITS TERMS; (e) YOU HAVE FORTY-FIVE (45) DAYS TO CONSIDER THIS AGREEMENT (ALTHOUGH YOU MAY CHOOSE TO VOLUNTARILY EXECUTE THIS AGREEMENT PRIOR TO THE EXPIRATION OF SUCH FORTY-FIVE (45) DAY PERIOD, AND IN SO DOING, YOU ACKNOWLEDGE AND AGREE THAT YOU HAD THE ENTIRE FORTY-FIVE (45) DAY PERIOD IN WHICH TO CONSIDER THIS AGREEMENT); (f) YOU HAVE SEVEN DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT BY THE PARTIES TO REVOKE THE AGREEMENT, AND GENERAL RELEASEMAY DO SO BY SENDING WRITTEN NOTICE OF SUCH REVOCATION TO XXXX XXXXXXX AT XXXXXXXXX@XXXXXX.XXX BY 11:59 PM PACIFIC TIME ON THE SEVENTH DAY FOLLOWING THE DATE ON WHICH YOU EXECUTE THIS AGREEMENT; AND (g) THIS AGREEMENT WILL NOT BE EFFECTIVE UNTIL THE DATE UPON WHICH THE SEVEN-DAY REVOCATION PERIOD HAS EXPIRED (WITHOUT YOU HAVING REVOKED THIS AGREEMENT WITHIN THE SEVEN-DAY REVOCATION PERIOD), WHICH WILL BE THE EIGHTH DAY AFTER THIS AGREEMENT IS EXECUTED BY YOU PROVIDED THAT THE COMPANY HAS ALSO EXECUTED THIS AGREEMENT BY THAT DATE. EMPLOYEE AGREES ANY MODIFICATIONSYOU ADDITIONALLY ACKNOWLEDGE RECEIPT OF THE OLDER WORKERS BENEFIT PROTECTION ACT DISCLOSURE NOTICE ATTACHED HERETO AS EXHIBIT C. [Signature Page Follows] Upon acceptance of this Agreement, MATERIAL OR OTHERWISEplease sign below and return the executed original to me. Upon your signature below, MADE this will become our binding agreement with respect to your transition and separation from the Company. PayPal, Inc. By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx President and Chief Executive Officer I UNDERSTAND AND AGREE TO THE TERMS CONTAINED IN THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIODINTEND, BY MY SIGNATURE BELOW, TO BE LEGALLY BOUND BY THOSE TERMS. IN THE EVENT EMPLOYEE SIGNS I AM SIGNING THIS AGREEMENT AND GENERAL (INCLUDING THE RELEASE AND RETURNS IT TO THE COMPANY IN LESS THAN THE TWENTY-ONE (21THEREIN) DAY PERIOD IDENTIFIED ABOVEKNOWINGLY, EMPLOYEE HEREBY ACKNOWLEDGES THAT EMPLOYEE HAS FREELY WILLINGLY AND VOLUNTARILY CHOSEN TO WAIVE IN EXCHANGE FOR THE TIME PERIOD ALLOTTED FOR CONSIDERING THIS AGREEMENT AND GENERAL RELEASE. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASEBENEFITS DESCRIBED ABOVE: /s/ Xxxxxxxxx Xxxxxxxxxxx Date: December 21, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYER.2023 Xxxxxxxxx Xxxxxxxxxxx Exhibit A Equity Vesting Schedule Exhibit B Forfeited Equity Exhibit C