Common use of Conditions to Severance Pay Clause in Contracts

Conditions to Severance Pay. For Executive to be and remain eligible for Severance Pay, the following conditions must be met: (i) Executive must timely sign, not revoke within any applicable revocation period, and continue to honor a separation and general release agreement in favor of and in a form acceptable to the Company (the “General Release Agreement”), containing, among other provisions, (x) a general release of any and all claims 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 the Company 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 Company) and related persons (including the officers, executives, directors, employees, owners, shareholders, and agents of the Company and each related entity and Affiliate), provided that the release will not waive Executive’s Vested Rights (as defined above), or any rights Executive may otherwise have to indemnification under an indemnification agreement with Company, if any, or the Company’s Articles of Incorporation or Bylaws for acts or omissions during Executive’s employment with the 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 Company) from all positions with or representing the Company or any Affiliate, including but not limited to membership on boards of directors; and (iv) Executive must 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 Company before the expiration of the earlier of the time frame specified by the 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 after timely executing the General Release Agreement timely revokes it (if a revocation right and period is provided thereunder), Executive shall not be entitled to the 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.

Conditions to Severance Pay. For Executive to To be and remain eligible for Severance Pay, Executive must meet the following conditions must be metconditions: (i) Executive must timely sign, comply with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not revoke within claim unemployment compensation for any applicable revocation period, week for which Executive receives payment under Section 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a separation and general release agreement release, in favor of and in a form acceptable to the Company (the “General Release Agreement”)Company, containing, among other provisions, (x) a general release of any and all claims arising out of or relating to Executive’s Employment or its termination and 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 the Company and its affiliated and related entities (including Company, the Company’s “Affiliates,” defined, individually and collectively, as other entities controlling, controlled by or under common control with the Company) and related persons (including the any of their officers, executives, directors, employees, owners, shareholders, employees and agents of the Company and each related entity and Affiliate)agents, provided that the release will not waive Executive’s Vested Rights (as defined above)right to any payments due under this Section or Section 5, or any rights right of Executive may otherwise have to liability insurance coverage under any liability insurance policy or to indemnification under an indemnification agreement with Company, if any, or the Company’s Articles of Incorporation or Bylaws for acts or omissions during any written indemnification agreement; (iv) Executive must reaffirm in writing upon request by Company Executive’s employment with the Companyobligations under Sections 7, 8 and (y) non-disparagement and post-employment cooperation obligations9 of this Agreement; (ii) the General Release Agreement must become effective and irrevocable within 60 days after the Termination Date; (iiiv) Executive must resign (upon written request by Company) Company from all positions with or representing the Company or any Affiliate, including but not limited to membership on boards of directors; and (ivvi) Executive must 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 provide the Company before for a period of ninety (90) days after the expiration Employment termination date with consulting services regarding matters within the scope of Executive’s former duties, upon request by [“the Company’s Chief Executive Officer” or, in the case of the earlier of Chief Executive Officer, “the time frame specified Company”]; Executive will only be required to provide those services by the Company in such form of General Release Agreement telephone at Executive’s reasonable convenience and without substantial interference with Executive’s other activities or the end of the sixty (60) day period immediately following the Termination Date, or if Executive after timely executing the General Release Agreement timely revokes it (if a revocation right and period is provided thereunder), Executive shall not be entitled to the 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 ceasecommitments.

Conditions to Severance Pay. For Executive In order to be and remain eligible for the Severance Pay, Employee must meet the following conditions must be met: conditions: (i) Executive Employee must timely signcomply with Employee's obligations under Paragraphs 8, 9 and 10 of this Agreement; (ii) Employee must not revoke within claim unemployment compensation for any applicable revocation period, week for which Employee receives Severance Pay; (iii) Employee must promptly sign and continue to honor a separation and general release agreement in favor of and in a form acceptable to the Company (the “General Release Agreement”), containing, among other provisions, (x) a general release and Employee of any and all claims that Executive might otherwise have relating to Executive’s employment and/or against Company and its affiliates (defined for purposes of this Agreement as entities having an ownership interest in the termination Company, and subsidiaries and other entities in which the Company has an ownership interest), and all of Executive’s employmenttheir officers, or relating directors, employees and agents. The release will not waive the Employee's right to any other act, omission payments due under this Paragraph 6 or statement up Employee's rights to any vested benefits accrued prior to the date on which Executive executes of termination of Employment under the terms of the applicable written benefit plans of the Company, or any right of Employee to indemnification or liability insurance coverage or Employee's rights to previously granted stock options and/or restricted stock. If Employee ever seeks to make a claim against the Company contrary to the general release, against it is understood that Employee must return the Company and its affiliated and related entities (including severance pay to company before doing so. If the company successfully enforces the general release, the Severance Pay will be returned to the Employee less the Company’s “Affiliates,” defined's cost of enforcement. (iv) Employee must resign, individually and collectively, as other entities controlling, controlled by or under common control with the Company) and related persons (including the officers, executives, directors, employees, owners, shareholders, and agents of the Company and each related entity and Affiliate), provided that the release will not waive Executive’s Vested Rights (as defined above), or any rights Executive may otherwise have to indemnification under an indemnification agreement with Company, if any, or the Company’s Articles of Incorporation or Bylaws for acts or omissions during Executive’s employment with the 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 Company) , from all positions with or representing the Company or any Affiliate, including but not limited to membership on boards of directors; and and (ivv) Executive Employee must 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 provide the Company before the expiration of the earlier of the time frame specified by the 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 after timely executing the General Release Agreement timely revokes it (if a revocation right and period is provided thereunder), Executive shall not be entitled to the Severance Pay. If Executive breaches any of the provisions contained in Section(s) 9, 10 and/or 12, all payments of during the Severance Pay shall immediately ceasePeriod (without additional compensation) with consulting services regarding matters within the scope of Employee's former duties, upon request by the Board of Directors, provided that Employee will only be required to provide such services by telephone at Employee's reasonable convenience, and not for more than forty (40) hours in any month.

Conditions to Severance Pay. For Executive to To be and remain eligible for Severance Pay, Executive must meet the following conditions must be metconditions: (i) Executive must timely sign, comply with Executive's obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not revoke within claim unemployment compensation for any applicable revocation period, week for which Executive receives payment under Section 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a separation and general release agreement release, in favor of and in a form acceptable to the Company (the “General Release Agreement”)Company, containing, among other provisions, (x) a general release of any and all claims arising out of or relating to Executive's Employment or its termination and 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 the Company and its affiliated and related entities (including Company, the Company’s “'s Affiliates,” defined, individually and collectively, as other entities controlling, controlled by or under common control with the Company) and related persons (including the any of their officers, executives, directors, employees, owners, shareholders, employees and agents of the Company and each related entity and Affiliate)agents, provided that the release will not waive Executive’s Vested Rights (as defined above)'s right to any payments due under this Section or Section 5, or any rights right of Executive may otherwise have to liability insurance coverage under any liability insurance policy or to indemnification under an indemnification agreement with Company, if any, or the Company’s 's Articles of Incorporation or Bylaws for acts or omissions during Executive’s employment with the Company, and (y) non-disparagement and post-employment cooperation obligationsany written indemnification agreement; (iiiv) the General Release Agreement Executive must become effective reaffirm in writing upon request by Company Executive's obligations under Sections 7, 8 and irrevocable within 60 days after the Termination Date9 of this Agreement; (iiiv) Executive must resign (upon written request by Company) Company from all positions with or representing the Company or any Affiliate, including but not limited to membership on boards of directors; and (ivvi) Executive must 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 provide the Company before for a period of ninety (90) days after the expiration Employment termination date with consulting services regarding matters within the scope of Executive's former duties, upon request by ["the Company's Chief Executive Officer" or, in the case of the earlier of Chief Executive Officer, "the time frame specified Company"]; Executive will only be required to provide those services by the Company in such form of General Release Agreement telephone at Executive's reasonable convenience and without substantial interference with Executive's other activities or the end of the sixty (60) day period immediately following the Termination Date, or if Executive after timely executing the General Release Agreement timely revokes it (if a revocation right and period is provided thereunder), Executive shall not be entitled to the 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 ceasecommitments.

Conditions to Severance Pay. For Executive to be and remain eligible for Severance Pay, the following conditions must be met: (i) Executive must timely sign, not revoke within any applicable revocation period, and continue to honor a separation and general release agreement in favor of and in a form acceptable to the Company (the “General Release Agreement”), containing, among other provisions, (x) a general release of any and all claims 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 affiliated and related entities (including the Company’s “Affiliates,” defined, individually and collectively, defined as other entities controlling, controlled by or under common control with the Company) and related persons (including the officers, executives, directors, employees, owners, shareholders, and agents of the Company and each related entity and Affiliateentity), provided that the release will not waive Executive’s Vested Rights (as defined above), or any rights Executive may otherwise have to indemnification under an indemnification agreement Indemnification Agreement with Company, if any, Company or the Company’s Articles of Incorporation or Bylaws for acts or omissions during Executive’s employment with the 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 Company) from all positions with or representing the Company or any Affiliate, including but not limited to membership on boards of directors; and (iv) Executive must 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 Company before the expiration of the earlier of the time frame specified by the 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 (after timely executing the General Release Agreement timely revokes it (it, if a revocation right and period is provided thereunder), Executive shall not be entitled to the 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.

Conditions to Severance Pay. For Executive to To be and remain eligible for Severance Pay, Executive must meet the following conditions must be metconditions: (i) Executive must timely sign, comply with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not revoke within claim unemployment compensation for any applicable revocation period, week for which Executive receives payment under Section 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a separation and general release agreement release, in favor of and in a form acceptable to the Company (the “General Release Agreement”)Company, containing, among other provisions, (x) a general release of any and all claims arising out of or relating to Executive’s Employment or its termination and 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 the Company and its affiliated and related entities (including Company, the Company’s “Affiliates,” defined, individually and collectively, as other entities controlling, controlled by or under common control with the Company) and related persons (including the any of their officers, executives, directors, employees, owners, shareholders, employees and agents of the Company and each related entity and Affiliate)agents, provided that the release will not waive Executive’s Vested Rights (as defined above)right to any payments due under this Section or Section 5, or any rights right of Executive may otherwise have to liability insurance coverage under any liability insurance policy or to indemnification under an indemnification agreement with Company, if any, or the Company’s Articles of Incorporation or Bylaws for acts or omissions during any written indemnification agreement; (iv) Executive must reaffirm in writing upon request by Company Executive’s employment with the Companyobligations under Sections 7, 8 and (y) non-disparagement and post-employment cooperation obligations9 of this Agreement; (ii) the General Release Agreement must become effective and irrevocable within 60 days after the Termination Date; (iiiv) Executive must resign (upon written request by Company) Company from all positions with or representing the Company or any Affiliate, including but not limited to membership on boards of directors; and (ivvi) Executive must comply provide the Company for a period of ninety (90) days after the Employment termination date with all provisions consulting services regarding matters within the scope of Sections 9Executive’s former duties, 10 upon request by the Company’s Chairman of the Board of Directors; Executive will only be required to provide those services by telephone at Executive’s reasonable convenience and 12 belowwithout 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 fails to execute such General Release Agreement in a form acceptable to the Company before the expiration of the earlier of the time frame specified by the 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 after timely executing the General Release Agreement timely revokes it (if a revocation right and period is provided thereunder), Executive shall not be entitled to dies during the Severance Pay. If Executive breaches any of Pay Period, salary continuation under Section 6(a)(i) will continue for the provisions contained in Section(s) 9, 10 and/or 12, all payments remainder of the Severance Pay shall immediately ceasePeriod 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. For Executive to To be and remain eligible for Severance Pay, Executive must meet the following conditions must be metconditions: (i) Executive must timely sign, comply with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not revoke within claim unemployment compensation for any applicable revocation period, week for which Executive receives payment under Section 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a separation and general release agreement release, in favor of and in a form acceptable to the Company (the “General Release Agreement”)Company, containing, among other provisions, (x) a general release of any and all claims arising out of or relating to Executive’s Employment or its termination and 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 the Company and its affiliated and related entities (including Company, the Company’s “Affiliates,” defined, individually and collectively, as other entities controlling, controlled by or under common control with the Company) and related persons (including the [or] any of their officers, executives, directors, employees, owners, shareholders, employees and agents of the Company and each related entity and Affiliate)agents, provided that the release will not waive Executive’s Vested Rights (as defined above)right to any payments due under this Section or Section 5, or any rights right of Executive may otherwise have to liability insurance coverage under any liability insurance policy or to indemnification under an indemnification agreement with Company, if any, or the Company’s Articles of Incorporation or Bylaws for acts or omissions during any written indemnification agreement; (iv) Executive must reaffirm in writing upon request by Company Executive’s employment with the Companyobligations under Sections 7, 8 and (y) non-disparagement and post-employment cooperation obligations9 of this Agreement; (ii) the General Release Agreement must become effective and irrevocable within 60 days after the Termination Date; (iiiv) Executive must resign (upon written request by Company) Company from all positions with or representing the Company or any Affiliate, including but not limited to membership on boards of directors; and (ivvi) Executive must comply provide the Company for a period of ninety (90) days after the Employment termination date with all provisions consulting services regarding matters within the scope of Sections 9Executive’s former duties, 10 upon request by the Company’s Chief Executive Officer; Executive will only be required to provide those services by telephone at Executive’s reasonable convenience and 12 belowwithout 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 fails to execute such General Release Agreement in a form acceptable to the Company before the expiration of the earlier of the time frame specified by the 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 after timely executing the General Release Agreement timely revokes it (if a revocation right and period is provided thereunder), Executive shall not be entitled to dies during the Severance Pay. If Executive breaches any of Pay Period, salary continuation under Section 6(a)(i) will continue for the provisions contained in Section(s) 9, 10 and/or 12, all payments remainder of the Severance Pay shall immediately ceasePeriod 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. For Executive to To be and remain eligible for Severance Pay, Executive must meet the following conditions must be metconditions: (i) Executive must timely sign, comply with Executive's obligations under this Agreement that continue after termination of the Employment; (ii) Executive must not revoke within claim unemployment compensation for any applicable revocation period, week for which Executive receives salary continuation under subsection 6(a)(i) above; (iii) Executive must promptly sign and continue to honor a separation and general release agreement release, in favor of and in a form acceptable to the Company (the “General Release Agreement”)Company, containing, among other provisions, (x) a general release of any and all claims arising out of or relating to the Executive's Employment or its termination and that the 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 the Company and its affiliated and related entities (including Company, the Company’s “'s Affiliates,” defined, individually and collectively, as other entities controlling, controlled by or under common control with the Company) and related persons (including the any of their officers, executives, directors, employees, owners, shareholders, employees and agents of the Company and each related entity and Affiliate)agents, provided that the release will not waive Executive’s Vested Rights (as defined above)'s right to any payments due under this Section 6 or Section 5, or any rights right of Executive may otherwise have to liability insurance coverage under any liability insurance policy or to indemnification under an indemnification agreement with Company, if any, or the Company’s 's Articles of Incorporation or Bylaws for acts bylaws or omissions during Executive’s employment with the Company, and (y) non-disparagement and post-employment cooperation obligationsany written indemnification agreement; (iiiv) the General Release Agreement Executive must become effective reaffirm in writing upon request by Company Executive's obligations under Sections 7, 8 and irrevocable within 60 days after the Termination Date9 of this Agreement; (iiiiv) Executive must resign (upon written request by Company) Company from all positions with or representing the Company or any Affiliate, including but not limited limited, to membership on boards of directors; and (ivv) Executive must 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 provide the Company before for a period of ninety (90) days after the expiration Employment termination date with consulting services regarding matters within the scope of Executive's former duties, upon request by 7 the Company's Chairman of the earlier of the time frame specified Board provided, however, that Executive will only be required to provide those services by the Company in such form of General Release Agreement telephone at Executive's reasonable convenience and without substantial interference with Executive's other activities or the end of the sixty (60) day period immediately following the Termination Date, or if Executive after timely executing the General Release Agreement timely revokes it (if a revocation right and period is provided thereunder), Executive shall not be entitled to the 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 ceasecommitments.

Conditions to Severance Pay. For Executive to To be and remain eligible for Severance Pay, Executive must meet the following conditions must be metconditions: (i) Executive must timely signexecute, not revoke within any applicable revocation period, and continue deliver to honor a separation and general release agreement in favor of and in a form acceptable to the Company (the “General Release Agreement”), containing, among other provisions, (x) a general release of any and all claims 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 the Company 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 Company) and related persons (including the officers, executives, directors, employees, owners, shareholders, and agents of the Company and each related entity and Affiliate), provided that the release will not waive Executive’s Vested Rights (as defined above), or any rights Executive may otherwise have to indemnification under an indemnification agreement with Company, if any, or the Company’s Articles of Incorporation or Bylaws for acts or omissions during Executive’s employment with the Company, and not revoke a Release of Claims in substantially the same form attached hereto as Schedule II (yas the same may be revised from time to time if such revision is necessary to ensure that such release is effective) non-disparagement (the “Release of Claims”), and post-employment cooperation obligationsany revocation period contained in such Release of Claims must expire; (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 Company) from all positions with or representing the Company or any Affiliate, including but not limited to membership on boards of directors; (iii) Executive must provide the Company for a period of thirty (30) days after the employment termination date with consulting services regarding matters within the scope of Executive’s former duties, upon request by the Company’s CEO, 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 Sections 9Section(s) 10, 10 11 and 12 13 below. If Executive fails to execute such General the Release Agreement in a form acceptable to the Company of Claims before the expiration of the earlier of the time frame specified by the Company in such form of General Release Agreement or the end of the sixty (60) day period immediately following the Termination DateExecutive’s termination of employment, or if Executive after timely executing the General Release Agreement timely revokes it (if a revocation right and period is provided thereunder)Executive’s acceptance of such release following its execution, Executive shall not be entitled to the Severance Pay. If Executive breaches Further, to the extent that any of the provisions contained in Section(s) 9, 10 and/or 12, all payments 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 immediately ceasenot 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.