Common use of Conditions to Severance Pay Clause in Contracts

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must promptly sign and continue to honor a release, in form acceptable to the Corporation, of any and all claims arising out of or relating to Executive’s employment or its termination and that Executive might otherwise have against the Corporation, the Corporation’s Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s right to claims or rights related to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) any Equity Plan benefits; (E) benefit plans (for example to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the Corporation’s Articles of Incorporation or Bylaws or any indemnification agreement entered into between Executive and the Corporation or any Affiliate (in addition, the release does not affect Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission), (iii) Executive must resign upon written request by Corporation from all positions with or representing the Corporation or any Affiliate, including but not limited to, membership on boards of directors; and (iv) Executive must provide the Corporation for a period of six (6) months after the Employment termination date with consulting services regarding matters within the scope of Executive’s former duties upon request by the Corporation’s Chief Executive Officer; provided, however, that Executive will only be required to provide those services by telephone at Executive’s reasonable convenience and without substantial interference with Executive’s other activities or commitments.

Conditions to Severance Pay. To For Executive to be and remain eligible for Severance Pay, Executive must meet the following conditionsconditions must be met: (i) Executive must comply with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must promptly sign timely sign, not revoke within any applicable revocation period, and continue to honor a release, separation and general release agreement in favor of and in a form acceptable to the CorporationCompany (the “General Release Agreement”), containing, among other provisions, (x) a general release of any and all claims arising out of or that Executive might otherwise have relating to Executive’s employment and/or the termination of Executive’s employment, or its termination and that relating to any other act, omission or statement up to the date on which Executive might otherwise have executes the general release, against the CorporationCompany and its affiliated and related entities (including the Company’s “Affiliates,” defined, individually and collectively, as other entities controlling, controlled by or under common control with the Corporation’s AffiliatesCompany) and related persons (including the officers, or any of their officersexecutives, directors, employees employees, owners, shareholders, and agentsagents of the Company and each related entity and Affiliate), provided that the release will not waive Executive’s right to claims Vested Rights (as defined above), or rights related to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) any Equity Plan benefits; (E) benefit plans (for example to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of Executive may otherwise have to indemnification under an indemnification agreement with Company, if any, or the CorporationCompany’s Articles of Incorporation or Bylaws for acts or any indemnification agreement entered into between Executive and the Corporation or any Affiliate (in addition, the release does not affect omissions during Executive’s right to cooperate in an investigation by employment with the Equal Employment Opportunity Commission)Company, and (y) non-disparagement and post-employment cooperation obligations; (ii) the General Release Agreement must become effective and irrevocable within 60 days after the Termination Date; (iii) Executive must resign (upon written request by Corporation Company) from all positions with or representing the Corporation Company or any Affiliate, including but not limited to, to membership on boards of directors; and (iv) Executive must provide comply with all provisions of Sections 9, 10 and 12 below. If Executive fails to execute such General Release Agreement in a form acceptable to the Corporation for a period Company before the expiration of six (6) months after the Employment termination date with consulting services regarding matters within earlier of the scope of Executive’s former duties upon request time frame specified by the Corporation’s Chief Company in such form of General Release Agreement or the end of the sixty (60) day period immediately following the Termination Date, or if Executive Officer; providedafter timely executing the General Release Agreement timely revokes it (if a revocation right and period is provided thereunder), howeverExecutive shall not be entitled to the Severance Pay. If Executive breaches any of the provisions contained in Section(s) 9, that Executive will only be required to provide those services by telephone at Executive’s reasonable convenience and without substantial interference with Executive’s other activities or commitments10 and/or 12, all payments of the Severance Pay shall immediately cease.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s 's obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not claim unemployment compensation for any week for which Executive receives salary continuation under Section 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a release, in form acceptable to the CorporationCompany, of any and all claims arising out of or relating to Executive’s employment 's Employment or its termination and that Executive might otherwise have against the CorporationCompany, the Corporation’s Company's Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s 's right to claims any payments due under this Section or rights related Section 5, or any right of Executive to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) liability insurance coverage under any Equity Plan benefits; (E) benefit plans (for example liability insurance policy or to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the Corporation’s Company's Articles of Incorporation or Bylaws or any written indemnification agreement entered into between agreement; (iv) Executive must reaffirm in writing upon request by Company Executive's obligations under Sections 7, 8 and the Corporation or any Affiliate 9 of this Agreement; (in addition, the release does not affect Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission), (iiiv) Executive must resign upon written request by Corporation Company from all positions with or representing the Corporation Company or any Affiliate, including but not limited tolimited, to membership on boards of directors; , and (ivvi) Executive must provide the Corporation Company for a period of six ninety (690) months days after the Employment termination date with consulting services regarding matters within the scope of Executive’s 's former duties upon request by the Corporation’s Chief Executive Officerrequest; provided, however, that Executive will only be required to provide those services by telephone at Executive’s 's reasonable convenience and without substantial interference with Executive’s 's other activities or commitments.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must promptly sign and continue to honor a release, in form acceptable to the Corporation, of any and all claims arising out of or relating to Executive’s employment Employment or its termination and that Executive might otherwise have against the Corporation, the Corporation’s Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s right to claims or rights related to (A) Severance Pay due under this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) any Equity Plan benefits; (E) benefit plans (for example to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the Corporation’s Articles of Incorporation or Bylaws or any indemnification agreement entered into between Executive and the Corporation or any Affiliate (in addition, the release does not affect Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission), ; and (iii) Executive must resign upon written request by Corporation from all positions with or representing the Corporation or any Affiliate, including but not limited to, membership on boards of directors; and (iv) Executive must provide the Corporation for a period of six (6) months after the Employment termination date with consulting services regarding matters within the scope of Executive’s former duties upon request by the Corporation’s Chief Executive Officer; provided, however, that Executive will only be required to provide those services by telephone at Executive’s reasonable convenience and without substantial interference with Executive’s other activities or commitmentscommitments and the amount of consulting services will be limited to ensure Executive’s termination of employment qualifies as a separation from service under Section 409A of the Code.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not claim unemployment compensation for any week for which Executive receives payment under Section 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a release, in form acceptable to the CorporationCompany, of any and all claims arising out of or relating to Executive’s employment Employment or its termination and that Executive might otherwise have against the CorporationCompany, the CorporationCompany’s Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s right to claims any payments due under this Section or rights related Section 5, or any right of Executive to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) liability insurance coverage under any Equity Plan benefits; (E) benefit plans (for example liability insurance policy or to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the CorporationCompany’s Articles of Incorporation or Bylaws or any written indemnification agreement entered into between agreement; (iv) Executive and the Corporation or any Affiliate (must reaffirm in addition, the release does not affect writing upon request by Company Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission)obligations under Sections 7, 8 and 9 of this Agreement; (iiiv) Executive must resign upon written request by Corporation Company from all positions with or representing the Corporation Company or any Affiliate, including but not limited to, to membership on boards of directors; and (ivvi) Executive must provide the Corporation Company for a period of six ninety (690) months days after the Employment termination date with consulting services regarding matters within the scope of Executive’s former duties duties, upon request by the CorporationCompany’s Chief Executive Officer; provided, however, that Executive will only be required to provide those services by telephone at Executive’s reasonable convenience and without substantial interference with Executive’s other activities or commitments.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not claim unemployment compensation for any week for which Executive receives payment under Section 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a release, in form acceptable to the CorporationCompany, of any and all claims arising out of or relating to Executive’s employment Employment or its termination and that Executive might otherwise have against the CorporationCompany, the CorporationCompany’s Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s right to claims any payments due under this Section or rights related Section 5, or any right of Executive to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) liability insurance coverage under any Equity Plan benefits; (E) benefit plans (for example liability insurance policy or to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the CorporationCompany’s Articles of Incorporation or Bylaws or any written indemnification agreement entered into between agreement; (iv) Executive and the Corporation or any Affiliate (must reaffirm in addition, the release does not affect writing upon request by Company Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission)obligations under Sections 7, 8 and 9 of this Agreement; (iiiv) Executive must resign upon written request by Corporation Company from all positions with or representing the Corporation Company or any Affiliate, including but not limited to, to membership on boards of directors; and (ivvi) Executive must provide the Corporation Company for a period of six ninety (690) months days after the Employment termination date with consulting services regarding matters within the scope of Executive’s former duties duties, upon request by [“the CorporationCompany’s Chief Executive Officer” or, in the case of the Chief Executive Officer, “the Company”]; provided, however, that Executive will only be required to provide those services by telephone at Executive’s reasonable convenience and without substantial interference with Executive’s other activities or commitments.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s 's obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not claim unemployment compensation for any week for which Executive receives salary continuation under subsection 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a release, in form acceptable to the CorporationCompany, of any and all claims arising out of or relating to the Executive’s employment 's Employment or its termination and that the Executive might otherwise have against the CorporationCompany, the Corporation’s Company's Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s 's right to claims any payments due under this Section or rights related Section 5, or any right of Executive to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) liability insurance coverage under any Equity Plan benefits; (E) benefit plans (for example liability insurance policy or to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the Corporation’s Company's Articles of Incorporation or Bylaws or any written indemnification agreement entered into between agreement; (iv) Executive must reaffirm in writing upon request by Company Executive's obligations under Sections 7, 8 and the Corporation or any Affiliate 9 of this Agreement; (in addition, the release does not affect Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission), (iiiv) Executive must resign upon written request by Corporation Company from all positions with or representing the Corporation Company or any Affiliate, including but not limited tolimited, to membership on boards of directors; , and (ivvi) Executive must provide the Corporation Company for a period of six ninety (690) months days after the Employment termination date with consulting services regarding matters within the scope of Executive’s 's former duties duties, upon request by the Corporation’s Company's Chief Executive Officer; provided, however, that Executive will only be -4- required to provide those services by telephone at Executive’s 's reasonable convenience and without substantial interference with Executive’s 's other activities or commitments.

Conditions to Severance Pay. To be and remain eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s obligations under this Agreement execute, deliver to the Company, and not revoke a Release of Claims in substantially the same form attached hereto as Schedule II (as the same may be revised from time to time if such revision is necessary to ensure that continue after termination such release is effective) (the “Release of the EmploymentClaims”), and any revocation period contained in such Release of Claims must expire; (ii) Executive must promptly sign and continue to honor a release, in form acceptable to the Corporation, of any and all claims arising out of or relating to Executive’s employment or its termination and that Executive might otherwise have against the Corporation, the Corporation’s Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s right to claims or rights related to resign (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) any Equity Plan benefits; (E) benefit plans (for example to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the Corporation’s Articles of Incorporation or Bylaws or any indemnification agreement entered into between Executive and the Corporation or any Affiliate (in addition, the release does not affect Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission), (iii) Executive must resign upon written request by Corporation Company) from all positions with or representing the Corporation Company or any Affiliate, including but not limited to, to membership on boards of directors; and (iviii) Executive must provide the Corporation Company for a period of six thirty (630) months days after the Employment employment termination date with consulting services regarding matters within the scope of Executive’s former duties duties, upon request by the CorporationCompany’s Chief Executive Officer; providedCEO, however, provided that Executive will only be required to provide those services by telephone at Executive’s reasonable convenience and without substantial interference with Executive’s other activities or commitments, such services shall not exceed fifteen (15) hours per week, Executive shall be compensated for such services at a rate of $300 per hour and Executive shall be reimbursed for all expenses incurred by Executive in connection with providing such consulting services; and (iv) Executive must comply with all provisions of Section(s) 10, 11 and 13 below. If Executive fails to execute the Release of Claims before the expiration of the earlier of the time frame specified by the Company or the end of the sixty (60) day period immediately following Executive’s termination of employment, or if Executive timely revokes Executive’s acceptance of such release following its execution, Executive shall not be entitled to Severance Pay. Further, to the extent that any portion of the Severance Pay is subject to, and not exempt or excepted from Code Section 409A (“409A Severance Pay”), any payment of any amount or provision of such 409A Severance Pay otherwise scheduled to occur prior to the sixtieth (60th) day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day, after which any remaining portion of the 409A Severance Pay shall thereafter be provided to Executive according to the applicable schedule set forth herein.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not claim unemployment compensation for any week for which Executive receives payment under Section 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a release, in form acceptable to the CorporationCompany, of any and all claims arising out of or relating to Executive’s employment Employment or its termination and that Executive might otherwise have against the CorporationCompany, the CorporationCompany’s Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s right to claims any payments due under this Section or rights related Section 5, or any right of Executive to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) liability insurance coverage under any Equity Plan benefits; (E) benefit plans (for example liability insurance policy or to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the CorporationCompany’s Articles of Incorporation or Bylaws or any written indemnification agreement entered into between agreement; (iv) Executive and the Corporation or any Affiliate (must reaffirm in addition, the release does not affect writing upon request by Company Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission)obligations under Sections 7, 8 and 9 of this Agreement; (iiiv) Executive must resign upon written request by Corporation Company from all positions with or representing the Corporation Company or any Affiliate, including but not limited to, to membership on boards of directors; and (ivvi) Executive must provide the Corporation Company for a period of six ninety (690) months days after the Employment termination date with consulting services regarding matters within the scope of Executive’s former duties duties, upon request by the CorporationCompany’s Chief Executive OfficerChairman of the Board of Directors; provided, however, that Executive will only be required to provide those services by telephone at Executive’s reasonable convenience and without substantial interference with Executive’s other activities or commitments. The Executive will receive the salary continuation provided in Section 6(a)(i) notwithstanding any other earnings that Executive may have, and subject to offset only as provided in Section 6(d). If Executive dies during the Severance Pay Period, salary continuation under Section 6(a)(i) will continue for the remainder of the Severance Pay Period for the benefit of Executive’s designated beneficiary (or Executive’s estate if Executive fails to designate a beneficiary), and health coverage continuation under Section 6(a)(ii) will continue for Executive’s eligible dependents for the remainder of the Severance Pay Period subject to the conditions in Sections 6(a)(ii)(A) and (B). If Executive becomes eligible for long‐term disability benefits during the Severance Pay Period, Severance Pay will end on the date that Executive is eligible to begin receiving such disability benefits.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s 's obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not claim unemployment compensation for any week for which Executive receives salary continuation under subsection 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a release, in form acceptable to the CorporationCompany, of any and all claims arising out of or relating to the Executive’s employment 's Employment or its termination and that the Executive might otherwise have against the CorporationCompany, the Corporation’s Company's Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s 's right to claims any payments due under this Section 6 or rights related Section 5, or any right of Executive to liability insurance coverage under any liability insurance policy or to indemnification under the Company's Articles of Incorporation or bylaws or any written indemnification agreement; (Aiv) Executive must reaffirm in writing upon request by Company Executive's obligations under Sections 7, 8 and 9 of this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) any Equity Plan benefits; (E) benefit plans (for example to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the Corporation’s Articles of Incorporation or Bylaws or any indemnification agreement entered into between Executive and the Corporation or any Affiliate (in addition, the release does not affect Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission), (iiiiv) Executive must resign upon written request by Corporation Company from all positions with or representing the Corporation Company or any Affiliate, including but not limited tolimited, to membership on boards of directors; and (ivv) Executive must provide the Corporation Company for a period of six ninety (690) months days after the Employment termination date with consulting services regarding matters within the scope of Executive’s 's former duties duties, upon request by 7 the Corporation’s Chief Executive Officer; Company's Chairman of the Board provided, however, that Executive will only be required to provide those services by telephone at Executive’s 's reasonable convenience and without substantial interference with Executive’s 's other activities or commitments.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s 's obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not claim unemployment compensation for any week for which Executive receives payment under Section 5(a)(ii); (iii) Executive must promptly sign and continue to honor a release, in form acceptable to the CorporationCompany, of any and all claims arising out of or relating to Executive’s employment 's Employment or its termination and that Executive might otherwise have against the CorporationCompany, the Corporation’s Company's Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s 's right to claims any payments due under this Section or rights related Section 4, or any right of Executive to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) liability insurance coverage under any Equity Plan benefits; (E) benefit plans (for example liability insurance policy or to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the Corporation’s Company's Articles of Incorporation or Bylaws or any written indemnification agreement entered into between agreement; (iv) Executive must reaffirm in writing upon request by Company Executive's obligations under Sections 6, 7 and the Corporation or any Affiliate 8 of this Agreement; (in addition, the release does not affect Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission), (iiiv) Executive must resign upon written request by Corporation Company from all positions with or representing the Corporation Company or any Affiliate, including but not limited to, to membership on boards of directors; and (ivvi) Executive must provide the Corporation Company for a period of six ninety (690) months days after the Employment termination date with consulting services regarding matters within the scope of Executive’s 's former duties duties, upon request by the Corporation’s Company's Chief Executive Officer; provided, however, that Executive will only be required to provide those services by telephone at Executive’s 's reasonable convenience and without substantial interference with Executive’s 's other activities or commitments.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s 's obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not claim unemployment compensation for any week for which Executive receives payment under Section 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a release, in form acceptable to the CorporationCompany, of any and all claims arising out of or relating to Executive’s employment 's Employment or its termination and that Executive might otherwise have against the CorporationCompany, the Corporation’s Company's Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s 's right to claims any payments due under this Section or rights related Section 5, or any right of Executive to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) liability insurance coverage under any Equity Plan benefits; (E) benefit plans (for example liability insurance policy or to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the Corporation’s Company's Articles of Incorporation or Bylaws or any written indemnification agreement entered into between agreement; (iv) Executive must reaffirm in writing upon request by Company Executive's obligations under Sections 7, 8 and the Corporation or any Affiliate 9 of this Agreement; (in addition, the release does not affect Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission), (iiiv) Executive must resign upon written request by Corporation Company from all positions with or representing the Corporation Company or any Affiliate, including but not limited to, to membership on boards of directors; and (ivvi) Executive must provide the Corporation Company for a period of six ninety (690) months days after the Employment termination date with consulting services regarding matters within the scope of Executive’s 's former duties duties, upon request by ["the Corporation’s Company's Chief Executive Officer" or, in the case of the Chief Executive Officer, "the Company"]; provided, however, that Executive will only be required to provide those services by telephone at Executive’s 's reasonable convenience and without substantial interference with Executive’s 's other activities or commitments.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not claim unemployment compensation for any week for which Executive receives payment under Section 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a release, in form acceptable to the CorporationCompany, of any and all claims arising out of or relating to Executive’s employment Employment or its termination and that Executive might otherwise have against the CorporationCompany, the CorporationCompany’s Affiliates, or [or] any of their officers, directors, employees and agents, provided that the release will not waive Executive’s right to claims any payments due under this Section or rights related Section 5, or any right of Executive to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) liability insurance coverage under any Equity Plan benefits; (E) benefit plans (for example liability insurance policy or to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the CorporationCompany’s Articles of Incorporation or Bylaws or any written indemnification agreement entered into between agreement; (iv) Executive and the Corporation or any Affiliate (must reaffirm in addition, the release does not affect writing upon request by Company Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission)obligations under Sections 7, 8 and 9 of this Agreement; (iiiv) Executive must resign upon written request by Corporation Company from all positions with or representing the Corporation Company or any Affiliate, including but not limited to, to membership on boards of directors; and (ivvi) Executive must provide the Corporation Company for a period of six ninety (690) months days after the Employment termination date with consulting services regarding matters within the scope of Executive’s former duties duties, upon request by the CorporationCompany’s Chief Executive Officer; provided, however, that Executive will only be required to provide those services by telephone at Executive’s reasonable convenience and without substantial interference with Executive’s other activities or commitments. The Executive will receive the salary continuation provided in Section 6(a)(i) notwithstanding any other earnings that Executive may have, and subject to offset only as provided in Section 6(d). If Executive dies during the Severance Pay Period, salary continuation under Section 6(a)(i) will continue for the remainder of the Severance Pay Period for the benefit of Executive’s designated beneficiary (or Executive’s estate if Executive fails to designate a beneficiary), and health coverage continuation under Section 6(a)(ii) will continue for Executive’s eligible dependents for the remainder of the Severance Pay Period subject to the conditions in Sections 6(a)(ii)(A) and (B). If Executive becomes eligible for long-term disability benefits during the Severance Pay Period, Severance Pay will end on the date that Executive is eligible to begin receiving such disability benefits.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply with Executive’s 's obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not claim unemployment compensation for any week for which Executive receives salary continuation under subsection 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a release, in form acceptable to the CorporationCompany, of any and all claims arising out of or relating to the Executive’s employment 's Employment or its termination and that the Executive might otherwise have against the CorporationCompany, the Corporation’s Company's Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s 's right to claims any payments due under this Section or rights related Section 5, or any right of Executive to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) liability insurance coverage under any Equity Plan benefits; (E) benefit plans (for example liability insurance policy or to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of indemnification under the Corporation’s Company's Articles of Incorporation or Bylaws or any written indemnification agreement entered into between agreement; (iv) Executive must reaffirm in writing upon request by Company Executive's obligations under Sections 7, 8 and the Corporation or any Affiliate 9 of this Agreement; (in addition, the release does not affect Executive’s right to cooperate in an investigation by the Equal Employment Opportunity Commission), (iiiv) Executive must resign upon written request by Corporation Company from all positions with or representing the Corporation Company or any Affiliate, including but not limited tolimited, to membership on boards of directors; , and (ivvi) Executive must provide the Corporation Company for a period of six ninety (690) months days after the Employment termination date with consulting services regarding matters within the scope of Executive’s 's former duties duties, upon request by the Corporation’s Company's Chief Executive Officer; provided, however, that Executive will only be required to provide those services by telephone at Executive’s 's reasonable convenience and without substantial interference with Executive’s 's other activities or commitments.

Conditions to Severance Pay. To For Executive to be and remain eligible for Severance Pay, Executive must meet the following conditionsconditions must be met: (i) Executive must comply with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must promptly sign timely sign, not revoke within any applicable revocation period, and continue to honor a release, separation and general release agreement in a form acceptable to the CorporationCompany (the “General Release Agreement”), containing, among other provisions, (x) a general release of any and all claims arising out of or that Executive might otherwise have relating to Executive’s employment and/or the termination of Executive’s employment, or relating to any other act, omission or statement up to the date on which Executive executes the general release, against and in favor of the Company and its termination affiliated and that Executive might otherwise have against related entities (including the Corporation, the CorporationCompany’s Affiliates, defined as other entities controlling, controlled by or any of their under common control with the Company) and related persons (including the officers, executives, directors, employees employees, owners, shareholders, and agentsagents of the Company and each related entity), provided that the release will not waive Executive’s right to claims Vested Rights (as defined above), or rights related to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid expense reimbursements for authorized business expenses incurred before the employment termination date; (D) any Equity Plan benefits; (E) benefit plans (for example to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering Executive; and (G) rights of Executive may otherwise have to indemnification under an Indemnification Agreement with Company or the CorporationCompany’s Articles of Incorporation or Bylaws for acts or any indemnification agreement entered into between Executive and the Corporation or any Affiliate (in addition, the release does not affect omissions during Executive’s right to cooperate in an investigation by employment with the Equal Employment Opportunity Commission)Company, and (y) non-disparagement and post-employment cooperation obligations; (ii) the General Release Agreement must become effective and irrevocable within 60 days after the Termination Date; (iii) Executive must resign (upon written request by Corporation Company) from all positions with or representing the Corporation Company or any Affiliate, including but not limited to, to membership on boards of directors; and (iv) Executive must provide comply with all provisions of Sections 9, 10 and 12 below. If Executive fails to execute such General Release Agreement in a form acceptable to the Corporation for a period Company before the expiration of six (6) months after the Employment termination date with consulting services regarding matters within earlier of the scope of Executive’s former duties upon request time frame specified by the Corporation’s Chief Company in such form of General Release Agreement or the end of the sixty (60) day period immediately following the Termination Date, or if Executive Officer; provided(after timely executing the General Release Agreement timely revokes it, howeverif a revocation right and period is provided thereunder), that Executive will only shall not be required entitled to provide those services by telephone at Executive’s reasonable convenience and without substantial interference with Executive’s other activities or commitmentsthe Severance Pay. If Executive breaches any of the provisions contained in Section(s) 9, 10 and/or 12, all payments of the Severance Pay shall immediately cease.