Common use of Conditions to Payment of Severance Clause in Contracts

Conditions to Payment of Severance. Notwithstanding any other provision of this Agreement, the Executive’s entitlement to receive any of the payments and other benefits set forth in Sections 2 and 3 hereof, in each case other than payment of any Accrued Rights, shall be contingent upon: (a) The executive’s delivery to the Company of, and non-revocation of, a release in substantially the form of Exhibit A hereto (the “Release”), and the Executive hereby acknowledges and agrees that the Company’s entering into this Agreement and agreement to make such payments are and shall be good and sufficient consideration for such Release; provided that the Release shall be executed an delivered (and no longer subject to revocation) within sixty (60) days following the effective date of the Executive’s termination of employment; provided further that failure to timely execute and return such Release and not revoke such Release within the applicable period shall be a waiver by the Executive of the Executive’s right to severance payments and benefits set forth in Sections 2 and 3 hereof, in each case other than payment of any Accrued Rights; and (b) The Executive’s material compliance with the terms of Section 9 hereof, provided, however, payments shall continue to be made until there has been made an appropriate determination under Section 11 that the Executive has materially breached the terms of Section 9 hereof.

Conditions to Payment of Severance. Notwithstanding any other provision of this Agreement, the Executive’s entitlement to receive any of the payments and other benefits set forth in Sections 2 and 3 hereof, in each case other than payment of any Accrued Rights, shall be contingent upon: (a) The executiveExecutive’s delivery to the Company of, and non-revocation of, a release in substantially the form of Exhibit A hereto (the “Release”), and the Executive hereby acknowledges and agrees that the Company’s entering into this Agreement and agreement to make such payments are and shall be good and sufficient consideration for such Release; provided that the Release shall be executed an delivered (and no longer subject to revocation) within sixty (60) days following the effective date of the Executive’s termination of employment; provided further that failure to timely execute and return such Release and not revoke such Release within the applicable period shall be a waiver by the Executive of the Executive’s right to severance payments and benefits set forth in Sections 2 and 3 hereof, in each case other than payment of any Accrued Rights; and (b) The Executive’s material compliance with the terms of Section 9 hereof, provided, however, payments shall continue to be made until there has been made an appropriate determination under Section 11 that the Executive has materially breached the terms of Section 9 hereof.

Conditions to Payment of Severance. Notwithstanding any other provision of this Agreement, the Executive’s entitlement to receive any of the payments and other benefits set forth in contemplated by Sections 2 and 2, 3 hereof, in each case other than payment of any Accrued Rights, or 4 (with respect to Disability) hereof shall be contingent upon: (a) The executive’s delivery to execution by the Company of, and nonExecutive within forty-revocation of, five (45) days of the date of termination (or a shorter period as may be determined by the Company) of a general release in substantially the form of Exhibit Appendix A hereto (such applicable form depending on Executive’s location and other legitimate factors taken into consideration by the Company to obtain the fullest release of claims permissible under applicable state and federal law at the time of termination (provided that no such updated release shall limit the carve outs included in Section 4(b) of the release attached at Appendix A), and the incorporation by reference of the terms of the Proprietary Information and Non-Competition Agreement you entered into with the Company, including the non-competition and non-solicitation provisions thereof (the “Release”), which, if applicable, has not subsequently been revoked, and the Executive hereby acknowledges and agrees that the Company’s entering into this Agreement and agreement to make such payments are and shall be good and sufficient consideration for such Release; provided that the Release shall be executed an delivered (and no longer subject to revocation) within sixty (60) days following the effective date of the Executive’s termination of employment; provided further that failure to timely execute and return such Release and not revoke such Release within the applicable period shall be a waiver by the Executive of the Executive’s right to severance payments and benefits set forth in Sections 2 and 3 hereof, in each case other than payment of any Accrued Rights; and (b) The the Executive’s material continued compliance with the material terms of Section 9 hereofthis Agreement, providedas applicable, however, payments shall continue to be made until there has been made an appropriate determination under Section 11 that and the Executive has materially breached the material terms of Section 9 hereofthe Executive’s then effective Proprietary Information and Non-Competition Agreement and any then-effective non-compete and /or non-solicitation agreement with the Company.