Common use of Conditions to Payment of Severance Benefits Clause in Contracts

Conditions to Payment of Severance Benefits. As a condition of the Executive’s receipt of the Severance Benefits set forth in Section 6(b) above and the option acceleration referenced in Section 4 above, the Executive must execute and return to the Company a severance and release of claims agreement provided by and satisfactory to the Company (the “Severance Agreement”), and such Severance Agreement must become binding and enforceable within 60 calendar days after the Executive’s termination of employment. Payments will begin in the first pay period beginning after the Severance Agreement becomes binding, provided that if the foregoing 60 day period would end in a calendar year subsequent to the year in which the Executive’s employment ends, payments will not be made before the first payroll period of the subsequent year. The Executive further agrees that, on or prior to his termination or resignation date, the Company may convene an exit interview to review the status of accounts and matters for which the Executive has most recently been responsible to ensure that the Executive is fully entitled to the benefits which may be available under this Agreement and/or to confirm that the Executive clearly understands the nature and scope of all of his post-employment obligations. In addition, as a condition of the Executive’s receipt of the Severance Benefits set forth in Section 6(b) above and the option acceleration referenced in Section 4 above, the Executive agrees to (i) reasonably cooperate with the Company at its request in all matters relating to the winding up of his pending work on behalf of the Company and the orderly transfer of such work to other employees of the Company following any termination of employment, (ii) during the Severance Period, upon reasonable notice by the Company, make himself reasonably available to the Company on an as-needed basis in connection with the orderly transition of his duties without receiving any additional compensation other than the Severance Benefits, and (iii) reasonably cooperate in the resolution of any dispute (including, without limitation, litigation of any action) involving the Company that relates in any way to the Executive’s activities while employed by the Company. The Company shall reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in order to provide such cooperation.

Conditions to Payment of Severance Benefits. As a condition of the Executive’s receipt of the Severance Benefits set forth in Section 6(b) above and the option acceleration referenced in Section 4 above, the Executive must execute and return to the Company a severance and release of claims agreement provided by and satisfactory to the Company (the “Severance Agreement”), and such Severance Agreement must become binding and enforceable within 60 calendar days after the Executive’s termination of employment. Payments will begin in the first pay period beginning after the Severance Agreement becomes binding, provided that if the foregoing 60 day period would end in a calendar year subsequent to the year in which the Executive’s employment ends, payments will not be made before the first payroll period of the subsequent year. The Executive further agrees that, on or prior to his termination or resignation date, the Company may convene an exit interview to review the status of accounts and matters for which the Executive has most recently been responsible to ensure that the Executive is fully entitled to the benefits which may be available under this Agreement and/or to confirm that the Executive clearly understands the nature and scope of all of his post-employment obligations. In addition, as a condition of the Executive’s receipt of the Severance Benefits set forth in Section 6(b) above and the option acceleration referenced in Section 4 above, the Executive agrees to (i) reasonably cooperate with the Company at its request in all matters relating to the winding up of his pending work on behalf of the Company and the orderly transfer of such work to other employees of the Company following any termination of employment, (ii) during the Severance Period, upon reasonable notice by the Company, make himself reasonably available to the Company on an as-needed basis in connection with the orderly transition of his duties without receiving any additional compensation other than the Severance Benefits, and (iii) reasonably cooperate in the resolution of any dispute (including, without limitation, litigation of any action) involving the Company that relates in any way to the Executive’s activities while employed by the Company. The Company shall reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in order to provide such cooperation.

Conditions to Payment of Severance Benefits. As a condition of the Executive’s receipt of the Severance Benefits severance and benefits set forth in Section 6(b5(b) or 5(c) above and (the option acceleration referenced in Section 4 above“Severance Benefits”), the Executive must execute and return to the Company a severance separation agreement and release of claims agreement provided by and satisfactory to the Company (the “Severance Separation Agreement”), and such Severance Separation Agreement must become binding and enforceable within 60 calendar days after the termination of the Executive’s termination employment. The Separation Agreement shall contain, among other things, a general release of employmentclaims by the Executive and the agreement of the Executive not to disparage the Company. Payments will begin be made or commence in the first pay period beginning after the Severance Separation Agreement becomes bindingbinding and enforceable, provided that if the foregoing 60 day period would end in a calendar year subsequent to the calendar year in which the Executive’s employment ends, payments will not be made or commence before the first payroll period of the subsequent year. The Executive further agrees that, on or prior to his termination or resignation date, the Company may convene an exit interview to review the status of accounts and matters for which the Executive has most recently been responsible to ensure that the Executive is fully entitled to the benefits which may be available under this Agreement and/or to confirm that the Executive clearly understands the nature and scope of all of his post-employment obligations. In addition, as a condition of the Executive’s receipt of the Severance Benefits set forth in Section 6(b5(b) above and the option acceleration referenced in Section 4 or 5(c) above, the Executive agrees to (i) reasonably cooperate with the Company at its request in all matters relating to the winding up of his pending work on behalf of the Company and the orderly transfer of such work to other employees of the Company following any termination of employment, (ii) during the Severance Period, upon reasonable notice by the Company, make himself reasonably available to the Company on an as-needed basis in connection with the orderly transition of his duties without receiving any additional compensation other than the Severance Benefits, and (iii) reasonably cooperate in the resolution of any dispute (including, without limitation, litigation of any action) involving the Company that relates in any way to the Executive’s activities while employed by the Company. The Company shall reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in order to provide such cooperation.

Conditions to Payment of Severance Benefits. As a condition of the Executive’s receipt of the Severance Benefits severance and benefits set forth in Section 6(b5(b) or 5(c) above and (the option acceleration referenced in Section 4 above“Severance Benefits”), the Executive must execute and return to the Company a severance separation agreement and release of claims agreement provided by and satisfactory to the Company (the “Severance Separation Agreement”), and such Severance Separation Agreement must become binding and enforceable within 60 calendar days after the termination of the Executive’s termination employment. The Separation Agreement shall contain, among other things, a general release of employmentclaims by the Executive and the agreement of the Executive not to disparage the Company. Payments will begin be made or commence in the first pay period beginning after the Severance Separation Agreement becomes bindingbinding and enforceable, provided that if the foregoing 60 day period would end in a calendar year subsequent to the calendar year in which the Executive’s employment ends, payments will not be made or commence before the first payroll period of the subsequent year. The Executive further agrees that, on or prior to his her termination or resignation date, the Company may convene an exit interview to review the status of accounts and matters for which the Executive has most recently been responsible to ensure that the Executive is fully entitled to the benefits which may be available under this Agreement and/or to confirm that the Executive clearly understands the nature and scope of all of his her post-employment obligations. In addition, as a condition of the Executive’s receipt of the Severance Benefits set forth in Section 6(b5(b) above and the option acceleration referenced in Section 4 or 5(c) above, the Executive agrees to (i) reasonably cooperate with the Company at its request in all matters relating to the winding up of his her pending work on behalf of the Company and the orderly transfer of such work to other employees of the Company following any termination of employment, (ii) during the Severance Period, upon reasonable notice by the Company, make himself herself reasonably available to the Company on an as-needed basis in connection with the orderly transition of his her duties without receiving any additional compensation other than the Severance Benefits, and (iii) reasonably cooperate in the resolution of any dispute (including, without limitation, litigation of any action) involving the Company that relates in any way to the Executive’s activities while employed by the Company. The Company shall reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in order to provide such cooperation.