Common use of Complete Satisfaction Clause in Contracts

Complete Satisfaction. In consideration of the payment of the Settlement Award and Executive’s execution of the Release attached hereto as Exhibit A, the Executive and the Company hereby agree that the full payment of the Settlement Award, in accordance with Section 2, shall be in complete satisfaction of all rights to payments due to Executive under the Prior Agreement and any other agreement or broad based program available to employees of the Company, except as set forth in the following paragraph. For the avoidance of doubt, the payment of the Settlement Award under this Agreement shall not release the Company, as applicable, from any of the following obligations: (a) obligations to pay to the Executive accrued but unpaid wages and accrued but unpaid time off earned up to the Effective Time of the Merger to the extent required by applicable law; (b) payment under any Company annual incentive plan with respect to calendar year 2022 under applicable performance metrics per the plan; (c) the payment of any of the Executive’s vested benefits under the tax-qualified plans of Company, including any benefits that become vested as a result of the Merger or the termination of such plans; (d) the acceleration and vesting of any Company Restricted Stock awards; (e) future payments as vested under the Company’s Supplemental Executive Retirement Plan Agreement dated January 25, 2021 (the “SERP”); (f) any vested rights the Executive has under any of the Company’s welfare benefit plans with respect to claims incurred or benefits accrued prior to the Effective Time of the Merger; (g) the payment of the Merger Consideration with respect to the Company Common Shares held by the Executive as contemplated by the Merger Agreement; or (h) rights to indemnification and advancement of expenses under applicable corporate law, the organizational documents of the Company, as an insured under any director’s and officer’s liability insurance policy or pursuant to the Merger Agreement.

Complete Satisfaction. In consideration of the payment of the Settlement Award and Executive’s execution of the Release attached hereto as Exhibit A, the Executive and the Company hereby agree that the full payment of the Settlement Award, in accordance with Section 2, shall be in complete satisfaction of all rights to payments due to Executive under the Prior Agreement and any other agreement or broad based program available to employees of the Company, except as set forth in the following paragraph. For the avoidance of doubt, the payment of the Settlement Award under this Agreement shall not release the Company, as applicable, from any of the following obligations: (a) obligations to pay to the Executive accrued but unpaid wages and accrued but unpaid time off earned up to the Effective Time of the Merger to the extent required by applicable law; (b) payment under any Company annual incentive plan with respect to calendar year 2022 under applicable performance metrics per the plan; (c) the payment of any of the Executive’s vested benefits under the tax-qualified plans of Company, including any benefits that become vested as a result of the Merger or the termination of such plans; (d) the acceleration and vesting of any Company Restricted Stock awards; (e) future payments as vested under the Company’s Supplemental Executive Retirement Plan Agreement dated January 25November 18, 2021 2015, as amended and restated on February 8, 2019 (the “SERP”); (f) any vested rights the Executive has under any of the Company’s welfare benefit plans with respect to claims incurred or benefits accrued prior to the Effective Time of the Merger; (g) the payment of the Merger Consideration with respect to the Company Common Shares held by the Executive as contemplated by the Merger Agreement; or (h) rights to indemnification and advancement of expenses under applicable corporate law, the organizational documents of the Company, as an insured under any director’s and officer’s liability insurance policy or pursuant to the Merger Agreement.

Complete Satisfaction. In consideration of the payment of the Settlement Award and Executive’s execution of the Release attached hereto as Exhibit A, the Executive and the Company hereby agree that the full payment of the Settlement Award, in accordance with Section 2, shall be in complete satisfaction of all rights to payments due to Executive under the Prior Agreement and any other agreement or broad based program available to employees of the Company, except as set forth in the following paragraph. For the avoidance of doubt, the payment of the Settlement Award under this Agreement shall not release the Company, as applicable, from any of the following obligations: (a) obligations to pay to the Executive accrued but unpaid wages and accrued but unpaid time off earned up to the Effective Time of the Merger to the extent required by applicable law; (b) payment under any Company annual incentive plan with respect to calendar year 2022 under applicable performance metrics per the plan; (c) the payment of any of the Executive’s vested benefits under the tax-qualified plans of Company, including any benefits that become vested as a result of the Merger or the termination of such plans; (d) the acceleration and vesting of any Company Restricted Stock awards; (e) future payments as vested under the Company’s Amended and Restated Supplemental Executive Retirement Plan Agreement dated January 25November 18, 2021 2015 (the “SERP”); (f) any vested rights the Executive has under any of the Company’s welfare benefit plans with respect to claims incurred or benefits accrued prior to the Effective Time of the Merger; (g) the payment of the Merger Consideration with respect to the Company Common Shares held by the Executive as contemplated by the Merger Agreement; or (h) rights to indemnification and advancement of expenses under applicable corporate law, the organizational documents of the Company, as an insured under any director’s and officer’s liability insurance policy or pursuant to the Merger Agreement.