Common use of Employee Acknowledgements Clause in Contracts

Employee Acknowledgements. Employee understands and agrees that: a. Employee has been advised in writing by Txxxxxx through this Agreement to discuss this Agreement with an attorney of Employee’s own choice before executing it; b. Employee has carefully read and understands all of the terms of this Agreement, including the general release set forth in Paragraph 3; c. In executing this Agreement, Employee has not relied on any oral or written representation or statement other than the express language in this Agreement; d. Employee has signed this Agreement knowingly and voluntarily and without coercion or duress; e. Employee may revoke this Agreement at any time during the seven (7) day period immediately following the date Employee signs this Agreement (“Revocation Period”) by delivering or arranging to have delivered a written notice of revocation signed by Employee to Rxxxxx Xxxxx, Senior Vice President and Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, no later than 5:00 p.m. Eastern Time on the seventh (7th) day following the day Employee signs this Agreement. If the last day of the Revocation Period falls on a weekend or holiday, the last day of the Revocation Period will be deemed to be the next business day. If delivered by mail, the revocation must be post-marked within the Revocation Period. This Agreement shall not become effective and enforceable until the expiration of the Revocation Period. If Employee validly revokes this Agreement within the Revocation Period, this Agreement shall be rendered null and void, and Employee shall not be entitled to any of the Severance Benefits referenced in Paragraph 2. f. Xxxxxxx has provided Employee up to twenty-one (21) days to review this Agreement, and changes made to this Agreement, whether material or nonmaterial, do not restart the twenty-one (21) day period. To qualify for the Severance Benefits, Employee must sign and return the Agreement to Rxxxxx Xxxxx, Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 within twenty-one (21) days after receiving the Agreement. To the extent Employee takes less than 21 days to consider this Agreement prior to signing it, Employee gives Txxxxxx assurances that Employee’s decision to accept such shortening of time is knowing and voluntary and is not induced by Txxxxxx through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of said time period, or by providing different terms to employees who sign such an agreement prior to the expiration of said time period.

Employee Acknowledgements. Employee understands and agrees hereby acknowledges that: a. a) The Company advises Employee to consult with an attorney before signing this Agreement; b) Employee has been advised in writing by Txxxxxx through this Agreement to discuss this Agreement with obtained independent legal advice from an attorney of Employee’s own choice before executing itwith respect to this Agreement and its Exhibit C or Employee has knowingly and voluntarily chosen not to do so; b. c) Employee freely, voluntarily and knowingly entered into this Agreement after due consideration; d) Employee has carefully read 45 days to review and understands all of consider this Agreement and its Exhibit C; e) If Employee knowingly and voluntarily chooses to do so, Employee may accept the terms of this Agreement, including the general release set forth in Paragraph 3; c. In executing Agreement on or within 45 days after receipt of this Agreement, Employee has but not relied on any oral or written representation or statement other later than the express language in 45 days after receipt of this Agreement; d. f) Employee is signing this Agreement on or within 45 days after receipt of this Agreement; g) Employee has signed this Agreement knowingly received a listing (as Exhibit C hereto) of the ages and voluntarily job titles of employees in the Decisional Unit, as described in Exhibit C, who were selected for termination and without coercion or duresseligible to receive severance pay and benefits in exchange for signing a release of claims, and the employees who were not selected for termination and not eligible to receive severance pay and benefits in exchange for signing a release of claims; e. h) Employee may has a right to revoke this Agreement by notifying the Senior Executive Vice President, General Counsel and Corporate Secretary of the Company at any time during the Company in writing within seven (7) day period immediately following the date Employee signs this Agreement (“Revocation Period”) by delivering or arranging to have delivered a written notice days of revocation signed by Employee to Rxxxxx Xxxxx, Senior Vice President and Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, no later than 5:00 p.m. Eastern Time on the seventh (7th) day following the day Employee signs Employee’s execution of this Agreement. If the last day of the Revocation Period falls on a weekend or holiday, the last day of the Revocation Period will be deemed to be the next business day. If delivered by mail, the revocation must be post-marked within the Revocation Period. This Agreement shall not become effective and enforceable until the expiration of the Revocation Period. If Employee validly revokes this Agreement within the Revocation Period; i) Unless revoked, this Agreement shall will become effective on the eighth day following its execution; j) Changes to the Company’s offer contained in this Agreement that are immaterial will not restart the consideration period; k) In exchange for Employee’s waivers, releases and commitments set forth herein, including Employee’s waiver and release of all claims arising under the ADEA and OWBPA, the payments, benefits and other considerations that Employee is receiving pursuant to the Agreement exceed any payment, benefit or other thing of value to which Employee would otherwise be rendered null entitled, and voidare just and sufficient consideration for the waivers, releases and commitments set forth herein; l) No promise or inducement has been offered to Employee, except as expressly set forth herein, and Employee shall is not be entitled to relying upon any of the Severance Benefits referenced such promise or inducement in Paragraph 2. f. Xxxxxxx has provided Employee up to twenty-one (21) days to review entering into this Agreement; and m) EMPLOYEE REPRESENTS THAT EMPLOYEE HAS READ THE TERMS OF THIS AGREEMENT, and changes made to this AgreementTHAT THIS AGREEMENT IS WRITTEN IN A MANNER THAT EMPLOYEE CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS AGREEMENT OTHER THAN THOSE CONTAINED HEREIN. EMPLOYEE FREELY AND VOLUNTARILY AGREES TO ALL THE TERMS AND CONDITIONS HEREOF, whether material or nonmaterial, do not restart the twenty-one (21) day period. To qualify for the Severance Benefits, Employee must sign and return the Agreement to Rxxxxx Xxxxx, Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 within twenty-one (21) days after receiving the Agreement. To the extent Employee takes less than 21 days to consider this Agreement prior to signing it, Employee gives Txxxxxx assurances that Employee’s decision to accept such shortening of time is knowing and voluntary and is not induced by Txxxxxx through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of said time period, or by providing different terms to employees who sign such an agreement prior to the expiration of said time periodAND SIGNS THE SAME AS EMPLOYEE’S OWN FREE ACT.

Employee Acknowledgements. By signing this Separation Agreement Employee understands expressly acknowledges and agrees that: a. Employee has been advised in writing by Txxxxxx through read and fully understands the terms of this Agreement to discuss this Agreement with an attorney of Employee’s own choice before executing itSeparation Agreement; b. Employee acknowledges and agrees that the payments, benefits and/or other things of value provided pursuant to this Separation Agreement: (i) are in full discharge of any and all liabilities and obligations of the Company to Employee, monetarily or with respect to employee benefits, COBRA subsidies, perquisites or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement (including the Letter Agreement), policy, plan or procedure of the Company and/or any alleged understanding or arrangement between Employee and the Company; and (ii) exceed any payment, benefit, or other thing of value to which Employee might otherwise be entitled under any employment agreement, policy, plan or procedure of the Company and/or any understanding or agreement between Employee and the Company; c. Employee understands that (i) this Separation Agreement sets forth the entire agreement between us, and fully supersedes any prior agreements or understandings between the parties; and (ii) this Separation Agreement constitutes a release by Employee of all claims, known and unknown, which relate to Employee’s employment or separation from employment; d. The Company has carefully read hereby advised Employee to consult an attorney prior to signing this Separation Agreement; e. Employee has had adequate opportunity to request, and understands has received, all of information Employee needs to understand this Separation Agreement and, in accordance with the Older Workers Benefit Protection Act, has been offered at least 21 days to consider the terms of this Separation Agreement, including and Employee agrees that any modifications, material or otherwise, made to this Separation Agreement shall not restart or affect in any manner the general release set forth in Paragraph 3original 21 day consideration period; c. In executing this Agreement, f. Employee has not relied on any oral or written representation or statement other than the express language in this Agreement; d. Employee has signed this Agreement knowingly and voluntarily and entered this Separation Agreement, without any duress, coercion or duress; e. Employee may revoke this Agreement at any time during the seven (7) day period immediately following the date Employee signs this Agreement (“Revocation Period”) undue influence by delivering or arranging to have delivered a written notice of revocation signed by Employee to Rxxxxx Xxxxx, Senior Vice President and Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, no later than 5:00 p.m. Eastern Time on the seventh (7th) day following the day Employee signs this Agreement. If the last day of the Revocation Period falls on a weekend or holiday, the last day of the Revocation Period will be deemed to be the next business day. If delivered by mail, the revocation must be post-marked within the Revocation Period. This Agreement shall not become effective and enforceable until the expiration of the Revocation Period. If Employee validly revokes this Agreement within the Revocation Period, this Agreement shall be rendered null and void, and Employee shall not be entitled to any of the Severance Benefits referenced in Paragraph 2anyone. f. Xxxxxxx has provided Employee up to twenty-one (21) days to review this Agreement, and changes made to this Agreement, whether material or nonmaterial, do not restart the twenty-one (21) day period. To qualify for the Severance Benefits, Employee must sign and return the Agreement to Rxxxxx Xxxxx, Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 within twenty-one (21) days after receiving the Agreement. To the extent Employee takes less than 21 days to consider this Agreement prior to signing it, Employee gives Txxxxxx assurances that Employee’s decision to accept such shortening of time is knowing and voluntary and is not induced by Txxxxxx through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of said time period, or by providing different terms to employees who sign such an agreement prior to the expiration of said time period.

Employee Acknowledgements. Employee understands and agrees that: a. Employee has been advised in writing by Txxxxxx through this Agreement to discuss this Agreement with an attorney of that Employee’s own choice before executing it; b. Employee has : Has carefully read and fully understands all of the terms provisions of this Agreement, including the general release set forth in Paragraph 3; c. In executing this Agreement, Employee has not relied on any oral or written representation or statement other than the express language in this Agreement; d. Employee has signed this Agreement knowingly and voluntarily and without coercion or duress; e. Employee may revoke this Agreement at any time during the seven (7) day period immediately following the date Employee signs this Agreement (“Revocation Period”) by delivering or arranging to have delivered ; Has been offered a written notice of revocation signed by Employee to Rxxxxx Xxxxx, Senior Vice President and Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, no later than 5:00 p.m. Eastern Time on the seventh (7th) day following the day Employee signs this Agreement. If the last day of the Revocation Period falls on a weekend or holiday, the last day of the Revocation Period will be deemed to be the next business day. If delivered by mail, the revocation must be post-marked within the Revocation Period. This Agreement shall not become effective and enforceable until the expiration of the Revocation Period. If Employee validly revokes this Agreement within the Revocation Period, this Agreement shall be rendered null and void, and Employee shall not be entitled to any of the Severance Benefits referenced in Paragraph 2. f. Xxxxxxx has provided Employee up to full twenty-one (21) days from receipt of this Agreement to review consider its terms, and having had adequate opportunity to consider the terms of the Agreement and consult with advisors of his choice, has elected to waive the 21 day period and sign the Agreement as of the date hereof; Is, through this Agreement, releasing Trimeris from any and changes made all claims Employee may have against Trimeris, including but not limited to claims under the Age Discrimination in Employment Act, as amended; Knowingly and voluntarily agrees to all of the terms set forth in this Agreement, whether material or nonmaterial, do not restart ; Knowingly and voluntarily intends to be legally bound by the twenty-one same; Was advised and is hereby advised in writing to consider the terms of this Agreement and to consult with an attorney of Employee's choice prior to executing this Agreement; and Has a full seven (217) day period. To qualify for the Severance Benefits, Employee must sign and return the days following his execution of this Agreement to Rxxxxx Xxxxx, Chief Business Officer, Txxxxxxrevoke this Agreement and has been and hereby is advised in writing that this Agreement shall not become effective or enforceable until the revocation period has expired. Revocation must occur by hand delivery of a letter of revocation to Xxxxxx X. Xxxxxx at Trimeris, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, XxxxxxxxxxxxXxxxxx, XX 00000 within twenty-one (21) days after receiving 00000, on or before the end of the business day on April 20th, 1999. Will not retain any materials, supplies, equipment, originals or copies of any Trimeris or other business records, documents, or data. INJUNCTIVE RELIEF. Each of the parties acknowledges and recognizes that a violation of this Agreement and its covenants will cause irreparable damage to the other party and that the other party will have no adequate remedy at law for such violation. Accordingly, each of the parties agrees that the other party will be entitled, as a matter of right, to an injunction from any court of competent jurisdiction restraining any further violation of the Agreement. To This right to injunctive relief will be cumulative and in addition to whatever remedies the extent Employee takes less than 21 days to consider this Agreement prior to signing it, Employee gives Txxxxxx assurances that Employee’s decision to accept such shortening of time is knowing and voluntary and is not induced by Txxxxxx through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of said time period, or by providing different terms to employees who sign such an agreement prior to the expiration of said time periodparties may otherwise have at law.

Employee Acknowledgements. Employee understands represents and agrees that: a. Employee has been advised in writing by Txxxxxx through this Agreement to discuss this Agreement with an attorney of Employee’s own choice before executing it; b. (a) Employee has carefully read and fully understands all of the terms of this Separation Agreement, specifically including the general release set forth of claims included in Paragraph 3;said Agreement, and signs this Agreement voluntarily without any coercion or duress. c. In executing (b) Employee has had the opportunity to discuss thoroughly all aspects of this Separation Agreement with Employee’s legal counsel, and has been given a period of at least twenty-one (21) days to consider said Agreement, and has been advised to seek advice from counsel of Employee’s choice and at Employee’s expense. Employee and Employer agree that any modifications made to this Agreement, whether material or immaterial, will not restart the running of the twenty-one (21) day consideration period. (c) Employee has not relied on understands that Employee may sign this Separation Agreement at any oral or written representation or statement other than time prior to the express language in expiration of twenty-one days. (d) Employee is knowingly entering into this Separation Agreement;. d. (e) Employee has signed this Agreement knowingly and voluntarily and without coercion or duress; e. understands that Employee may revoke this Agreement his waiver and release of all claims under the federal age discrimination laws (“Federal Age Discrimination Waiver”) at any time during the seven (7) day period immediately following the date after Employee signs has signed this Agreement (“Revocation Period”) ). Employee understands that any such revocation must be received in writing by delivering or arranging to have delivered a written notice of revocation signed by Employee to Rxxxxx Xxxxx, Senior Vice President and Chief Business Executive Officer, TxxxxxxIASIS Healthcare, Inc.000 Xxxxxxxx Xxxx, 900 Xxxxxxxxxxxx XxxxxxxxxXxxx. X, Xxxxx 000Xxxxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, no later than 5:00 p.m. Eastern Time on the seventh (7th) day following the day Employee signs this Agreement. If the last day of XX 00000 within the Revocation Period falls on a weekend or holiday, the last day of the Revocation Period will be deemed to be the next business day. If delivered by mail, the revocation must be post-marked within the Revocation Period. This Agreement shall not become effective and enforceable until the expiration of the Revocation Periodeffective. If Employee validly revokes this Agreement within his Federal Age Discrimination Waiver during the Revocation Period, he will not receive any Separation Payments. However, Employee’s waiver and release of all other claims in this Agreement shall will be rendered null and voidunaffected by any revocation of his Federal Age Discrimination Waiver, and Employee shall not be entitled to any will remain supported by the other forms of the Severance Benefits referenced consideration set forth in Paragraph 2. f. Xxxxxxx has provided Employee up to twenty-one (21) days to review this Agreement, and changes made to this Agreement, whether material or nonmaterial, do not restart the twenty-one (21) day period. To qualify for the Severance Benefits, Employee must sign and return the Agreement to Rxxxxx Xxxxx, Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 within twenty-one (21) days after receiving the Agreement. To the extent Employee takes less than 21 days to consider this Agreement prior to signing it, Employee gives Txxxxxx assurances that Employee’s decision to accept such shortening of time is knowing and voluntary and is not induced by Txxxxxx through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of said time period, or by providing different terms to employees who sign such an agreement prior to the expiration of said time period.

Employee Acknowledgements. The Employee understands acknowledges and agrees that: a. (a) FNFG instructed the Employee to, and he has been advised in writing by Txxxxxx through this Agreement had adequate opportunity to discuss review this Agreement with an attorney or any representative of Employee’s own choice his choosing before executing signing it, and he is entering into this Agreement VOLUNTARILY; b. (b) The Employee has carefully read and understands all of the terms of this Agreement, including the general release set forth in Paragraph 3; c. In executing this Agreement, Employee has not relied on any oral or written representation or statement other than the express language in this Agreement; d. Employee has signed this Agreement knowingly and voluntarily and without coercion or duress; e. Employee may revoke this Agreement at any time during the seven (7) day period immediately following the date Employee signs this Agreement (“Revocation Period”) by delivering or arranging to have delivered a written notice of revocation signed by Employee to Rxxxxx Xxxxx, Senior Vice President and Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, no later than 5:00 p.m. Eastern Time on the seventh (7th) day following the day Employee signs this Agreement. If the last day of the Revocation Period falls on a weekend or holiday, the last day of the Revocation Period will be deemed to be the next business day. If delivered by mail, the revocation must be post-marked within the Revocation Period. This Agreement shall not become effective and enforceable until the expiration of the Revocation Period. If Employee validly revokes this Agreement within the Revocation Period, this Agreement shall be rendered null and void, and Employee shall not be entitled to any of the Severance Benefits referenced in Paragraph 2. f. Xxxxxxx has provided Employee up to twenty-one (21) days from the Termination Date to review consider whether to sign it. Specifically, this AgreementAgreement was hand-delivered to the Employee on June 28, and changes made to this Agreement, whether material or nonmaterial, do not restart 2013 such that the twenty-one (21) day periodconsideration period shall expire at 5:00 pm Eastern time on July 19, 2013. To qualify for Any modifications or changes to this Agreement agreed upon by the Severance Benefits, Employee must sign and return FNFG will not restart or affect the Agreement to Rxxxxx Xxxxx, Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 within twenty-one (21) day review period. This Agreement will not become effective or enforceable until the seven-day revocation period described in 9(c) below has expired without the Employee revoking his acceptance of this Agreement (the “Effective Date”). (c) The Employee has seven (7) days after receiving signing this Agreement to revoke his acceptance. If the last day of the revocation period is a Saturday, Sunday, or legal holiday, then the revocation period shall not expire until the next following day that is not a Saturday, Sunday, or legal holiday. The day after the seven (7) day revocation period has expired, with no revocation by the Employee, is the “Effective Date” of this Agreement. If the Employee revokes this Agreement during the seven day period, he will not be entitled to the benefits set forth in Paragraphs 1(a) through 1(c) above. To be effective, any revocation must: (i) state “I hereby revoke my acceptance of the Separation, Waiver and Release Agreement”; and (ii) be mailed to Xxxx Xxxxx, First Niagara Financial Group, Inc., 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000, postmarked within seven (7) calendar days of the Employee's execution of this Agreement. FNFG shall not execute this Agreement until on or after the Effective Date. (d) The Employee acknowledges and agrees that this Agreement is a full and final bar to any and all claims of any type that he may have against FNFG and the Company Released Parties to the extent provided above, whether known or unknown to him at this time, but does not release any claims that may arise after the Effective Date of this Agreement. (e) The Employee takes less than 21 days to consider and FNFG agree that the consideration provided in this Agreement prior to signing it, Employee gives Txxxxxx assurances that Employee’s decision to accept such shortening is in consideration for execution of time is knowing and voluntary and is not induced by Txxxxxx through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of said time period, or by providing different terms to employees who sign such an agreement prior to the expiration of said time periodthis Agreement as noted herein.

Employee Acknowledgements. Employee understands and agrees hereby acknowledges that: a. a) The Company advises Employee to consult with an attorney before signing this Agreement; b) Employee has been advised in writing by Txxxxxx through this Agreement to discuss this Agreement with obtained independent legal advice from an attorney of Employee’s own choice before executing itwith respect to this Agreement or Employee has knowingly and voluntarily chosen not to do so; b. c) Employee has carefully read freely, voluntarily and understands all of knowingly entered into this Agreement after due consideration; d) Employee had at least 21 days to review and consider this Agreement; e) If Employee knowingly and voluntarily chooses to do so, Employee may accept the terms of this Agreement, including the general release set forth in Paragraph 3; c. In executing this Agreement, Employee has not relied Agreement on any oral or written representation or statement other than the express language in within 21 days after receipt of this Agreement; d. f) Employee has signed this Agreement knowingly and voluntarily and without coercion or duress; e. Employee may a right to revoke this Agreement by notifying the Senior Executive Vice President, General Counsel and Corporate Secretary of the Company at any time during the Company in writing within seven (7) day period immediately following the date Employee signs this Agreement (“Revocation Period”) by delivering or arranging to have delivered a written notice days of revocation signed by Employee to Rxxxxx Xxxxx, Senior Vice President and Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, no later than 5:00 p.m. Eastern Time on the seventh (7th) day following the day Employee signs Employee’s execution of this Agreement. If the last day of the Revocation Period falls on a weekend or holiday, the last day of the Revocation Period will be deemed to be the next business day. If delivered by mail, the revocation must be post-marked within the Revocation Period. This Agreement shall not become effective and enforceable until the expiration of the Revocation Period. If Employee validly revokes this Agreement within the Revocation Period; g) Unless revoked, this Agreement shall will become effective on the eighth day following its execution; h) Changes to the Company’s offer contained in this Agreement that are immaterial will not restart the consideration period; i) In exchange for Employee’s waivers, releases and commitments set forth herein, including Employee’s waiver and release of all claims arising under the ADEA and OWBPA, the payments, benefits and other considerations that Employee is receiving pursuant to the Agreement exceed any payment, benefit or other thing of value to which Employee would otherwise be rendered null entitled, and voidare just and sufficient consideration for the waivers, releases and commitments set forth herein; j) No promise or inducement has been offered to Employee, except as expressly set forth herein, and Employee shall is not be entitled to relying upon any of the Severance Benefits referenced such promise or inducement in Paragraph 2. f. Xxxxxxx has provided Employee up to twenty-one (21) days to review entering into this Agreement; and k) EMPLOYEE REPRESENTS THAT EMPLOYEE HAS READ THE TERMS OF THIS AGREEMENT, and changes made to this AgreementTHAT THIS AGREEMENT IS WRITTEN IN A MANNER THAT EMPLOYEE CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS AGREEMENT OTHER THAN THOSE CONTAINED HEREIN. EMPLOYEE FREELY AND VOLUNTARILY AGREES TO ALL THE TERMS AND CONDITIONS HEREOF, whether material or nonmaterial, do not restart the twenty-one (21) day period. To qualify for the Severance Benefits, Employee must sign and return the Agreement to Rxxxxx Xxxxx, Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 within twenty-one (21) days after receiving the Agreement. To the extent Employee takes less than 21 days to consider this Agreement prior to signing it, Employee gives Txxxxxx assurances that Employee’s decision to accept such shortening of time is knowing and voluntary and is not induced by Txxxxxx through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of said time period, or by providing different terms to employees who sign such an agreement prior to the expiration of said time periodAND SIGNS THE SAME AS EMPLOYEE’S OWN FREE ACT.

Employee Acknowledgements. The Employee understands acknowledges and agrees that: a. (a) FNFG instructed the Employee to, and he has been advised in writing by Txxxxxx through this Agreement had adequate opportunity to discuss review this Agreement with an attorney or any representative of Employee’s own choice his choosing before executing signing it, and he is entering into this Agreement VOLUNTARILY; b. (b) The Employee has carefully read and understands all of the terms of this Agreement, including the general release set forth in Paragraph 3; c. In executing this Agreement, Employee has not relied on any oral or written representation or statement other had more than the express language in this Agreement; d. Employee has signed this Agreement knowingly and voluntarily and without coercion or duress; e. Employee may revoke this Agreement at any time during the seven (7) day period immediately following the date Employee signs this Agreement (“Revocation Period”) by delivering or arranging to have delivered a written notice of revocation signed by Employee to Rxxxxx Xxxxx, Senior Vice President and Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, no later than 5:00 p.m. Eastern Time on the seventh (7th) day following the day Employee signs this Agreement. If the last day of the Revocation Period falls on a weekend or holiday, the last day of the Revocation Period will be deemed to be the next business day. If delivered by mail, the revocation must be post-marked within the Revocation Period. This Agreement shall not become effective and enforceable until the expiration of the Revocation Period. If Employee validly revokes this Agreement within the Revocation Period, this Agreement shall be rendered null and void, and Employee shall not be entitled to any of the Severance Benefits referenced in Paragraph 2. f. Xxxxxxx has provided Employee up to twenty-one (21) days from the Termination Date to review consider whether to sign it. Specifically, this AgreementAgreement was hand-delivered to the Employee on January 9, and changes made to this Agreement, whether material or nonmaterial, do not restart 2014 such that the twenty-one (21) day periodconsideration period shall expire at 5:00 pm Eastern time on January 30, 2014. To qualify for Any modifications or changes to this Agreement agreed upon by the Severance Benefits, Employee must sign and return FNFG will not restart or affect the Agreement to Rxxxxx Xxxxx, Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 within twenty-one (21) days after receiving day review period. This Agreement will not become effective or enforceable until the Agreement. To seven-day revocation period described in 8(c) below has expired without the extent Employee takes less than 21 days to consider revoking his acceptance of this Agreement prior to signing it, Employee gives Txxxxxx assurances that Employee’s decision to accept such shortening of time is knowing and voluntary and is not induced by Txxxxxx through fraud, misrepresentation, or a threat to withdraw or alter (the offer prior to day following the expiration of said time such revocation period, “Effective Date”). (c) The Employee has seven (7) days after signing this Agreement to revoke his acceptance. If the last day of the revocation period is a Saturday, Sunday, or legal holiday, then the revocation period shall not expire until the next following day that is not a Saturday, Sunday, or legal holiday. The day after the seven (7) day revocation period has expired, with no revocation by providing different terms to employees who sign such an agreement prior the Employee, is the “Effective Date” of this Agreement. If the Employee revokes this Agreement during the seven- (7-) day period, he will not be entitled to the expiration benefits set forth in Section 1 and 2, above. To be effective, any revocation must: (i) state “I hereby revoke my acceptance of said time periodthe Separation, Waiver and Release Agreement”; and (ii) be mailed to Xxxx Xxxxx, First Niagara Financial Group, Inc., 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000, postmarked within seven (7) days of the Employee’s execution of this Agreement. FNFG shall not execute this Agreement until on or after the Effective Date; (d) The Employee acknowledges and agrees that this Agreement is a full and final bar to any and all claims of any type that he may have against FNFG and the Company Released Parties to the extent provided above, whether known or unknown to him at this time, but does not release any claims that may arise after the Effective Date of this Agreement; and (e) The Employee and FNFG agree that the consideration provided in this Agreement is in consideration for execution of this Agreement as noted herein.

Employee Acknowledgements. Employee EMPLOYEE acknowledges and agrees that EMPLOYEE has carefully considered this Release Agreement and thoroughly understands its legal effects, including the release of any claim EMPLOYEE may have against the COMPANY or any Released Parties. EMPLOYEE further acknowledges and agrees that: a. Employee has been EMPLOYEE is advised in writing by Txxxxxx through this Agreement to discuss this Agreement consult with an attorney of Employee’s own EMPLOYEE'S choice before executing it;signing this Release Agreement. b. Employee EMPLOYEE acknowledges that he or she has been given a period of up to forty-five (45) days to review and consider this Release Agreement before signing it. EMPLOYEE understands that he or she may use as much of this forty-five (45) day period as he or she wishes prior to signing. c. EMPLOYEE acknowledges his or her continuing obligations under the Restrictive Covenant Agreement signed by EMPLOYEE on _______________, 20 ___ d. EMPLOYEE has carefully read and fully understands all of the terms provisions of this Release Agreement, including . EMPLOYEE is competent to execute this Release Agreement and is voluntarily entering into this Release Agreement of EMPLOYEE'S own free Officer Retention Plan Release will and accord after having had the general release set forth in Paragraph 3; c. In executing this Agreement, Employee has not relied on any oral or written representation or statement other than the express language in this Agreement; d. Employee has signed this Agreement knowingly and voluntarily and without coercion or duress;opportunity to confer with an attorney of EMPLOYEE'S choice. e. Employee EMPLOYEE would not be entitled to receive the Officer Retention Benefits but for EMPLOYEE'S execution of this Release Agreement. f. EMPLOYEE may revoke this Release Agreement at any time during the within seven (7) day days after signing it and this Release Agreement shall become effective and enforceable only if unrevoked after this revocation period immediately following has expired. Revocation will be made by returning a copy of this Release Agreement to the date Employee signs this Agreement (“Revocation Period”) by delivering or arranging to have delivered senior human resources officer of the Company with a written signature in the space provided at the end of the Release Agreement that EMPLOYEE has elected to revoke this Release Agreement. For this revocation to be effective, written notice must be received by senior human resources officer of revocation signed by Employee to Rxxxxx Xxxxxthe Company at ______________________, Senior Vice President and Chief Business OfficerAlbuquerque, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000New Mexico _________, no later than 5:00 p.m. Eastern Time the close of business on the seventh (7th) day following the day Employee after EMPLOYEE signs this Release Agreement. If the last day of the Revocation Period falls on a weekend or holiday, the last day of the Revocation Period will be deemed to be the next business day. If delivered by mail, the revocation must be post-marked within the Revocation Period. This Agreement shall not become effective and enforceable until the expiration of the Revocation Period. If Employee validly EMPLOYEE revokes this Agreement within the Revocation PeriodRelease Agreement, this Agreement shall be rendered null and void, and Employee it shall not be entitled to effective nor enforceable and EMPLOYEE will not receive any of the Severance Officer Retention Benefits referenced in Paragraph 2. f. Xxxxxxx has provided Employee up to twenty-one (21) days to review this Agreement, and changes made to this Agreement, whether material or nonmaterial, do not restart the twenty-one (21) day period. To qualify for the Severance Benefits, Employee must sign and return the Agreement to Rxxxxx Xxxxx, Chief Business Officer, Txxxxxx, Inc., 900 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 within twenty-one (21) days after receiving the Agreement. To the extent Employee takes less than 21 days to consider this Agreement prior to signing it, Employee gives Txxxxxx assurances that Employee’s decision to accept such shortening of time is knowing and voluntary and is not induced by Txxxxxx through fraud, misrepresentation, or a threat to withdraw or alter the offer prior pursuant to the expiration of said time period, or by providing different terms to employees who sign such an agreement prior to the expiration of said time periodOfficer Retention Plan.