Common use of Conditions to Separation of Employment Benefits Clause in Contracts

Conditions to Separation of Employment Benefits. i) Notwithstanding anything to the contrary contained herein, it shall be a condition to your receiving any payments, benefits or other rights under Sections 8(b) and 8(c) that (i) within 45 days after you terminate employment you execute the Separation Agreement and Release (the “Release”) substantially in the form attached hereto as Exhibit A, and such Release becomes effective, and (ii) you have complied with and continue to comply with any Restrictive Covenants applicable to you. ii) In addition, without limiting the rights or remedies of the Company or any other protected party for any breach of any Restrictive Covenant or for any breach of your obligations under Section 11, except as required by law, you shall not be entitled to any payments, benefits or extended vesting rights set forth under Sections 8(b) and 8(c) if you materially breach any of the Restrictive Covenants or any of your obligations under Section 11, and upon such breach you will immediately return to the Company any such payments, benefits or amounts attributable to such extended vesting rights previously received, and, in the event of such breach, the Company will have no obligation to pay any of the amounts or provide any of the benefits or vesting rights that remain payable by the Company or are otherwise available under Sections 8(b) and (c).