Common use of Conditions of Severance Benefits and Change in Control Benefits Clause in Contracts

Conditions of Severance Benefits and Change in Control Benefits. Executive shall receive Severance Benefits and/or Change in Control Benefits only if Executive: (a) executes a separation agreement, which includes a general release of claims in favor of the Company and related persons and entities, in a form and of a scope reasonably acceptable to the Company; (b) returns all property, equipment, confidential information, and documentation of the Company; (c) has complied and continues to comply with any noncompetition, inventions, and/or nondisclosure obligations that Executive may owe to the Company, whether pursuant to an agreement or applicable law; and (d) provides a signed, written resignation of Executive’s status as an officer, including, without limitation, an Executive Officer, and director (if applicable) of the Company and, if applicable, its subsidiaries. In the event that Executive has breached any obligations described in Section 7(c), then (x) the Cash Severance Benefits shall terminate and Executive shall no longer be entitled to them; (y) Executive shall promptly repay to the Company any Cash Severance Benefits previously received by Executive; and (z) all options, awards and purchase rights held by Executive shall no longer be exercisable as of the date of Executive’s breach. Such termination and repayment of Cash Severance Benefits and cessation of the right to exercise shall be in addition to, and not in lieu of, any and all available legal and equitable remedies, including injunctive relief. Notwithstanding anything in this Agreement to the contrary, no payment and vesting dates will occur until after the separation agreement referred to in clause (a) above is executed by Executive and becomes fully effective (including by any applicable revocation periods expiring). Executive must satisfy each of the conditions specified above within the timeframes established by the Company provided the Executive shall have no more than forty-five (45) days following Executive’s Termination Date to satisfy the conditions specified in 7(a), 7(b) and 7(d) above.

Conditions of Severance Benefits and Change in Control Benefits. Executive shall receive Severance Benefits and/or Change in Control Benefits only if Executive: (a) executes a separation agreement, which includes a general release of claims in favor of the Company and related persons and entities, entities in a form and of a scope reasonably acceptable to the Company; (b) returns all property, equipment, confidential information, information and documentation of the Company; (c) has complied and continues to comply with any noncompetition, inventions, inventions and/or nondisclosure obligations that Executive may owe to the Company, whether pursuant to an agreement or applicable law; and (d) provides a signed, written resignation of Executive’s status as an officer, including, without limitation, an Executive Officer, and director (if applicable) of the Company and, if applicable, its subsidiaries. In the event that Executive has breached any obligations described in Section 7(c), then (x) the Cash Severance Benefits shall terminate and Executive shall no longer be entitled to them; (y) Executive shall promptly repay to the Company any Cash Severance Benefits previously received by Executive; and (z) all options, awards and purchase rights held by Executive shall no longer be exercisable as of the date of Executive’s breach. Such termination and repayment of Cash Severance Benefits and cessation of the right to exercise shall be in addition to, and not in lieu of, any and all available legal and equitable remedies, including injunctive relief. Notwithstanding anything in this Agreement to the contrary, no payment and vesting dates will occur until after the separation agreement referred to in clause (a) above is executed by Executive and becomes fully effective (including by any applicable revocation periods expiring). Executive must satisfy each of the conditions specified above within the timeframes established by the Company provided the Executive shall have no more than forty-five (45) days following Executive’s Termination Date to satisfy the conditions specified in 7(a), 7(b) and 7(d) above.

Conditions of Severance Benefits and Change in Control Benefits. Executive shall receive Severance Benefits and/or Change in Control Benefits only if Executive: (a) executes a separation agreement, which includes a general release of claims in favor of the Company and related persons and entities, entities in a form and of a scope reasonably acceptable to the Company; (b) returns all property, equipment, confidential information, information and documentation of the Company; (c) has complied and continues to comply with any noncompetition, inventions, inventions and/or nondisclosure obligations that Executive may owe to the Company, whether pursuant to an agreement or applicable law; and (d) provides a signed, written resignation of Executive’s status as an officer, including, without limitation, an Executive Officer, and director (if applicable) of the Company and, if applicable, its subsidiaries. In the event that Executive has breached any obligations described in Section 7(c), then (x) the Cash Severance Benefits shall terminate and Executive shall no longer be entitled to them; (y) Executive shall promptly repay to the Company any Cash Severance Benefits previously received by Executive; and (z) all options, awards and purchase rights held by Executive shall no longer be exercisable as of the date of Executive’s breach. Such termination and repayment of Cash Severance Benefits and cessation of the right to exercise shall be in addition to, and not in lieu of, any and all available legal and equitable remedies, including injunctive relief. Notwithstanding anything in this Agreement to the contrary, no any payment and vesting dates will occur be delayed until after the separation agreement referred to in clause (a) above is executed by Executive and becomes fully effective (including by any applicable revocation periods expiring). Executive must satisfy each of the conditions specified above within the timeframes established by the Company provided the Executive shall have no more than forty-five (45) days following Executive’s Termination Date to satisfy execute the conditions specified in 7(a), 7(b) and 7(d) aboveseparation agreement.