Common use of Compliance with Restrictive Covenants and Execution and Non-Revocation of General Release Agreement Clause in Contracts

Compliance with Restrictive Covenants and Execution and Non-Revocation of General Release Agreement. Notwithstanding any other provision in this Agreement, the Company’s payment to the Executive pursuant to this Paragraph 9 of any severance benefits, except in the event of the termination of this Agreement as the result of or in anticipation of a Change of Control, is subject to the conditions that (i) the Executive fully complies with all applicable restrictive covenants under this Agreement and the Company shall have the right to cease payment of the severance benefits, and the Executive shall immediately repay to the Company any such severance benefits already paid, if such covenants have been breached by the Executive but all other provisions of this Agreement shall remain in full force and effect; and (ii) within 55 days after the date of the Executive’s Separation from Service (as defined below), the Executive executes, delivers to the Company, and not revoke as permitted by applicable law a General Release Agreement in a form reasonably acceptable to the Company that fully and finally releases and waives any and all claims, demands, actions, and suits whatsoever which he has or may have against the Company and its affiliates, whether under this Agreement or otherwise, that arose before the General Release Agreement was executed (the “Release”). For purposes of this Agreement, the Release shall not become fully enforceable and irrevocable until the Executive has timely executed the Release and not revoked his acceptance of the Release within seven days after its execution.

Compliance with Restrictive Covenants and Execution and Non-Revocation of General Release Agreement. Notwithstanding any other provision in this Agreement, the Company’s payment to the Executive pursuant to this Paragraph 9 Employee of any severance benefits, except in the event of the termination of this Agreement as the result of or in anticipation of a Change of Control, Severance Benefits is subject to the conditions condition that (i) the Executive fully he/she complies with all applicable restrictive covenants under paragraphs 10-16 of this Agreement and the Agreement. The Company shall have the right to cease payment of the severance any such payments or benefits, and the Executive shall immediately repay as well as to the Company receive restitution of any such severance payments or benefits already paid, if in its sole reasonable discretion it determines that such covenants have been materially breached by the Executive Employee but all other provisions of this Agreement shall remain in full force and effect; and (ii) . The Company’s payment of the Severance Benefits to Employee is also subject to the condition that, within 55 days after the date of the Executive’s Separation from Service (as defined below)Termination Date, the Executive executeshe/she execute, delivers deliver to the Company, and not revoke as permitted by applicable law a General Release Agreement in a form reasonably acceptable to the Company that fully and finally releases and waives any and all claims, demands, actions, and suits whatsoever which he he/she has or may have against the Company and its affiliatesAffiliates, whether under this Agreement or otherwise, that arose before the General Release Agreement was executed (the “Release”). For purposes of this Agreement, the Release shall not become fully enforceable and irrevocable until the Executive Employee has timely executed the Release and not revoked his his/her acceptance of the Release within seven days after its execution.