Common use of Conditions to Severance Benefits Clause in Contracts

Conditions to Severance Benefits. (i) As conditions of the Executive’s entitlement and continued entitlement to the severance payments and benefits provided by this Section 9, the Executive is required to (i) honor in accordance with their terms the provisions of Sections 10, 11 and 12 hereof and (ii) execute and honor the terms of a waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (as may be modified consistent with the purposes of such waiver and release to reflect changes in law following the date hereof) and compromise agreement in the form attached hereto as Exhibit B (as may be modified consistent with the purposes of such compromise agreement to reflect changes in law following the date hereof). The parties hereto agree that the Executive is under no affirmative obligation to seek to mitigate or offset the severance payments and benefits provided by this Section 9. (ii) For purposes only of this Section, the Executive shall be treated as having failed to honor the provisions of Sections 10, 11 or 12 hereof only upon the passing of a resolution by a majority of the Board making such a determination following notice of the alleged failure by Company to the Executive, an opportunity for the Executive to cure the alleged failure for a period of thirty (30) days from the date of such notice and the Executive’s opportunity to be heard on the issue by the Board.

Conditions to Severance Benefits. (i) As conditions of the Executive’s entitlement and continued entitlement to the severance payments and benefits provided by this Section 9, the Executive is required to (i) honor in accordance with their terms the provisions of Sections 10, 11 and 12 hereof and (ii) execute and honor the terms of a waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (and as may be modified consistent with the purposes of such waiver and release to reflect changes in law following the date hereof), which must be effective and irrevocable prior to the sixtieth (60th) and compromise agreement in the form attached hereto as Exhibit B (as may be modified consistent with the purposes of such compromise agreement to reflect changes in law day following the effective date hereof)of the termination of the Executive’s employment. The parties hereto agree that the Executive is under no affirmative obligation to seek to mitigate or offset the severance payments and benefits provided by this Section 9. (ii) For purposes only of this Section, the Executive shall be treated as having failed to honor the provisions of Sections 10, 11 or 12 hereof only upon the passing of a resolution by a majority of the Board making such a determination following notice of the alleged failure by Company to the Executive, an opportunity for the Executive to cure the alleged failure for a period of thirty (30) 30 days from the date of such notice and the Executive’s opportunity to be heard on the issue by the Board.

Conditions to Severance Benefits. (i) As conditions of the Executive’s 's entitlement and continued entitlement to the severance payments and benefits Severance Benefits provided by this in Section 92.3, the Executive is required to (i) honor in accordance with their terms the provisions of Sections 10Section 2.8 and 2.9 hereof and the provisions of the confidential information agreement signed by the Executive at the beginning of his/her employment (the "Employee Confidentiality Agreement"), 11 and 12 hereof and (ii) execute and honor the terms of a waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (and as may be modified consistent with the purposes of such waiver and release to reflect changes in the law following the date hereof) and compromise agreement in the form attached hereto as Exhibit B (as may be modified consistent with the purposes of such compromise agreement to reflect changes in law following the date hereofEffective Date). The parties hereto agree In the event that the Executive is under no affirmative obligation fails to seek to mitigate or offset abide by the severance foregoing, all payments and benefits to which the Executive may otherwise have been entitled under Section 2.3 shall immediately terminate and be forfeited, and the Executive shall be entitled to no severance benefits in excess of those provided by this Section 9. (ii) in the Company's standard severance policy in effect as of the Executive's Effective Date of Termination, and the Executive shall repay to the Company any payment received that is in excess of such amount. For purposes only of this Section, the Executive shall be treated as having failed to honor the provisions of Sections 10, 11 2.8 or 12 2.9 hereof only upon or the passing of a resolution by a majority provisions of the Board making such a determination Employee Confidentiality Agreement only following written notice by the Company or its successor of the alleged failure by Company to the Executive, and an opportunity for the Executive to cure the alleged failure for a period of thirty (30) days from the date of such notice and the Executive’s opportunity to be heard on the issue by the Boardnotice.

Conditions to Severance Benefits. (i) As conditions of the Executive’s 's entitlement and continued entitlement to the severance payments and benefits Severance Benefits provided by this in Section 92.3, the Executive is required to (i) honor in accordance with their terms the provisions of Sections 10, 11 Section 2.8 and 12 2.9 hereof and the provisions of the confidential information agreement signed by the Executive at the beginning of his/her employment (the "Employee Confidentiality Agreement") and (ii) execute and honor the terms of a waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (and as may be modified consistent with the purposes of such waiver and release to reflect changes in the law following the date hereof) and compromise agreement in the form attached hereto as Exhibit B (as may be modified consistent with the purposes of such compromise agreement to reflect changes in law following the date hereofEffective Date). The parties hereto agree In the event that the Executive is under no affirmative obligation fails to seek to mitigate or offset abide by the severance foregoing, all payments and benefits to which the Executive may otherwise have been entitled under Section 2.3 shall immediately terminate and be forfeited, and the Executive shall be entitled to no severance benefits in excess of those provided by this Section 9. (ii) in the Company's standard severance policy in effect as of the Executive's Effective date of Termination, and the Executive shall repay to the company any payment received that is in excess of such amount. For purposes only of this Section, the Executive shall be treated as having failed to honor the provisions of Sections 10, 11 2.8 or 12 2.9 hereof only upon or the passing of a resolution by a majority provisions of the Board making such a determination Employee Confidentiality Agreement only following written notice by the Company or its successor of the alleged failure by Company to the Executive, and an opportunity for the Executive to cure the alleged failure for a period of thirty (30) days das from the date of such notice and the Executive’s opportunity to be heard on the issue by the Boardnotice.

Conditions to Severance Benefits. (i) As conditions of the Executive’s entitlement and continued entitlement to the severance payments and benefits provided by this Section 9, the Executive is required to (i) honor in accordance with their terms the provisions of Sections 10, 11 and 12 hereof and (ii) execute and honor the terms of a waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (as may be modified consistent with the purposes of such waiver and release to reflect changes in law following the date hereof) and compromise agreement in the form attached hereto as Exhibit B (as may be modified consistent with the purposes of such compromise agreement to reflect changes in law following the date hereof). The parties hereto agree that the Executive is under no affirmative obligation to seek to mitigate or offset the severance payments and benefits provided by this Section 9. (iii) For purposes only of this Section, the Executive shall be treated as having failed to honor the provisions of Sections 10, 11 or 12 hereof only upon the passing of a resolution by a majority of the Board making such a determination following notice of the alleged failure by Company to the Executive, an opportunity for the Executive to cure the alleged failure for a period of thirty (30) days from the date of such notice and the Executive’s opportunity to be heard on the issue by the Board.