Common use of Employee Release Prior to Receipt of Benefits Clause in Contracts

Employee Release Prior to Receipt of Benefits. Prior to the receipt of any benefits under this Agreement on account of the occurrence of a Termination Event, Executive shall execute an employee release substantially in the form attached hereto as Exhibit A (“Release”) as shall be determined by the Company provided that if Executive is working outside the United States, the Release shall be modified as necessary to conform to local law requirements. Executive shall have twenty-one (21) days (or such longer period, not to exceed forty-five (45) days, determined by the Company) after receipt of the form of Release from the Company to consider whether to execute the Release, and Executive may revoke the Release within seven (7) days after its execution. In the event that Executive has not received a form of Release from the Company by the tenth (10th) day following the Termination Event, Executive may execute the form of Release attached hereto as Exhibit A (which shall be deemed received by Executive on the tenth (10th) day following the Termination Event and be deemed acceptable to the Company). In the event Executive does not execute the Release within the twenty-one (21) day period (or such longer period, not to exceed forty-five (45) days, determined by the Company), or if Executive revokes the Release within the seven (7) day period, no benefits shall be payable under this Agreement and this Agreement shall be null and void. Such seven (7) day period in which a Release may be revoked must have expired not later than sixty-two (62) days immediately following the Termination Event without revocation by Executive in order for Executive to receive the benefits described in this Agreement. Nothing in this Agreement shall limit the scope or time of applicability of the Release once it is executed and not timely revoked.

Employee Release Prior to Receipt of Benefits. Prior Upon the occurrence of a Termination Event, and prior to the receipt of any benefits under this Agreement on account of the occurrence of a Termination Event, Executive shall, as of the date of a Termination Event, execute the Company’s then current standard form of employee release, wherein Executive shall execute an release the Company of any and all claims, known and unknown, she or he may have, including without limitation, all statutory, administrative and tort claims. Such employee release substantially shall specifically relate to all of Executive’s rights and claims in existence at the form attached hereto as Exhibit A time of such execution relating to Executive’s employment with the Company, but shall not include (“Release”i) as shall be determined Executive’s rights under this Agreement; (ii) Executive’s rights under any employee benefit plan sponsored by the Company provided that if Company; or (iii) Executive’s rights to indemnification under the Company’s bylaws or other governing instruments or under any agreement addressing such subject matter between Executive and the Company. If Executive is working outside over forty (40) years of age on the United StatesTermination Date, the Release shall be modified as necessary to conform to local law requirements. Executive shall have twenty-one (21) days (or such longer period, not to exceed forty-five (45) days, determined by the Company) after receipt of the form of Release from the Company to consider whether to execute the Release, such employee release and Executive may revoke the Release such employee release within seven (7) business days after its execution. In the event that Executive has not received a form execution of Release from the Company by the tenth (10th) day following the Termination Event, Executive may execute the form of Release attached hereto as Exhibit A (which shall be deemed received by Executive on the tenth (10th) day following the Termination Event and be deemed acceptable to the Company)such employee release. In the event Executive does not execute the Release such employee release within the twenty-one (21) day period (or such longer period, not to exceed forty-five (45) days, determined by the Company), or if Executive revokes the Release such employee release within the seven (7) business day period, no benefits shall be payable under this Agreement and this Agreement shall be null and void. Such seven (7) day period in which a Release may be revoked must have expired not later than sixty-two (62) days immediately following the Termination Event without revocation by Executive in order for Executive to receive the benefits described in this Agreement. Nothing in this Agreement shall limit the scope or time of applicability of the Release such release once it is executed and not timely revoked.

Employee Release Prior to Receipt of Benefits. Prior Upon the occurrence of a Termination Event, and prior to the receipt of any benefits under this Agreement on account of the occurrence of a Termination Event, Executive shall shall, as of the date of a Termination Event, execute an employee release substantially in the form attached hereto as Exhibit A (“Release”) as shall be determined by the Company provided that if Executive is working outside the United States, the Company. Such employee Release shall be modified specifically relate to all of Executive’s rights and claims in existence at the time of such execution relating to Executive’s employment with the Company, but shall not include (i) Executive’s rights under this Agreement; (ii) Executive’s rights under any employee benefit plan sponsored by the Company; or (iii) Executive’s rights to indemnification under the Company’s bylaws or other governing instruments or under any agreement addressing such subject matter between Executive and the Company or under any merger or acquisition agreement addressing such subject matter; (iv) Executive’s rights of insurance under any liability policy covering the Company’s officers or (v) claims which Executive may not Release as necessary to conform to local law requirementsa matter of law, including, but not limited to, indemnification claims under applicable law. It is understood that Executive shall have has twenty-one (21) days (or such longer period, not to exceed forty-five (45) days, determined by the Company) after receipt of the form of Release from the Company to consider whether to execute the Release, such employee Release and Executive may revoke the such employee Release within seven (7) days after its executionexecution of such employee Release. In the event that the Executive has not received a form of Release from the Company by the tenth (10th) day following the Termination Event, the Executive may execute the form of Release attached hereto as Exhibit A (which and that shall be deemed received by Executive on the tenth (10th) day following the Termination Event and be deemed acceptable to the Company). In the event Executive does not execute the such employee Release within the twenty-one (21) day period (or such longer period, not to exceed forty-five (45) days, determined by the Company), or if Executive revokes the such employee Release within the seven (7) day period, no benefits shall be payable under this Agreement and this Agreement shall be null and void. Such seven (7) day period in which a Release may be revoked must have expired not later than sixty-two (62) days immediately following the Termination Event without revocation by Executive in order for Executive to receive the benefits described in this Agreement. Nothing in this Agreement shall limit the scope or time of applicability of the such employee Release once it is executed and not timely revoked.

Employee Release Prior to Receipt of Benefits. Prior Upon the occurrence of a Termination Event, and prior to the receipt of any benefits under this Agreement on account of the occurrence of a the Termination Event, Executive shall execute and not revoke an employee release substantially in the form attached hereto as Exhibit A and such employee release must be irrevocably effective within sixty (60) days following the occurrence of the Termination Event (the “ReleaseRelease Deadline”). Such employee release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution relating to Executive’s employment with the Company, but shall not include (i) as shall be determined Executive’s rights under this Agreement, (ii) Executive’s rights under any employee benefit plan sponsored by the Company provided that if Executive is working outside the United StatesCompany, (iii) Executive’s rights to indemnification or advancement of expenses under applicable law, the Release shall Company’s bylaws or other governing instruments or any agreement addressing such subject matter between Executive and the Company or (iv) any claims that cannot be modified released as necessary to conform to local law requirementsa matter of law. It is understood that Executive shall have twenty-one (21) has 21 days (or such longer period, not to exceed forty-five (45period as may be required by applicable law) days, determined by the Company) after receipt of the form of Release from the Company to consider whether to execute the Release, such employee release and Executive may revoke the Release such employee release within seven (7) days after its execution. In the event that Executive has not received a form execution of Release from the Company by the tenth (10th) day following the Termination Event, Executive may execute the form of Release attached hereto as Exhibit A (which shall be deemed received by Executive on the tenth (10th) day following the Termination Event and be deemed acceptable to the Company)such employee release. In the event Executive does not execute the Release such employee release within the twenty21-one (21) day period (or such longer period, not to exceed forty-five (45) days, determined period as may be required by the Companyapplicable law), or if Executive revokes such employee release within the seven-day period, or the employee release is not irrevocably effective by the Release within the seven (7) day periodDeadline, no benefits shall be payable under this Agreement and this Agreement shall be null and void. Such seven (7) day period in which a Release may be revoked must have expired not later than sixty-two (62) days immediately following the Termination Event without revocation by Executive in order for Executive to receive the benefits described in this Agreement. Nothing in this Agreement shall limit the scope or time of applicability of the Release such employee release once it is executed and not timely revoked. Notwithstanding anything to the contrary in this Agreement, in the event the Termination Event occurs at a time during the calendar year where the Release Deadline is in the calendar year following the calendar year in which the Executive’s termination occurs, any severance pay and/or severance benefits that would constitute deferred compensation subject to Section 409A of the Code (as described in Section 5.6) will be paid on the first payroll date following the Release Deadline, or such later time as required by the payment schedule applicable to each payment or benefit, or Section 5.6.

Employee Release Prior to Receipt of Benefits. Prior Upon the occurrence of a Termination Event, and prior to the receipt of any benefits under this Agreement on account of the occurrence of a Termination Event, Executive shall shall, as of the date of a Termination Event, execute an employee release substantially in the form attached hereto as Exhibit A (“Release”) as shall be determined by the Company provided that if Executive is working outside the United States, the Company. Such employee Release shall be modified specifically relate to all of Executive’s rights and claims in existence at the time of such execution relating to Executive’s employment with the Company, but shall not include (i) Executive’s rights under this Agreement; (ii) Executive’s rights under any employee benefit plan sponsored by the Company; or (iii) Executive’s rights to indemnification under the Company’s bylaws or other governing instruments or under any agreement addressing such subject matter between Executive and the Company or under any merger or acquisition agreement addressing such subject matter; (iv) Executive’s rights of insurance under any liability policy covering the Company’s officers or (v) claims which Executive may not release as necessary to conform to local law requirementsa matter of law, including, but not limited to, indemnification claims under applicable law. It is understood that Executive shall have has twenty-one (21) days (or such longer period, not to exceed forty-five (45) days, determined by the Company) after receipt of the form of Release from the Company to consider whether to execute the Release, such employee Release and Executive may revoke the such employee Release within seven (7) days after its executionexecution of such employee Release. In the event that the Executive has not received a form of Release from the Company by the tenth (10th) day following the Termination Event, the Executive may execute the form of Release attached hereto as Exhibit A (which and that shall be deemed received by Executive on the tenth (10th) day following the Termination Event and be deemed acceptable to the Company). In the event Executive does not execute the such employee Release within the twenty-one (21) day period (or such longer period, not to exceed forty-five (45) days, determined by the Company), or if Executive revokes the such employee Release within the seven (7) day period, no benefits shall be payable under this Agreement and this Agreement shall be null and void. Such seven (7) day period in which a Release may be revoked must have expired not later than sixty-two (62) days immediately following the Termination Event without revocation by Executive in order for Executive to receive the benefits described in this Agreement. Nothing in this Agreement shall limit the scope or time of applicability of the such employee Release once it is executed and not timely revoked.

Employee Release Prior to Receipt of Benefits. Prior Upon the occurrence of a Termination Event, and prior to the receipt of any benefits under this Agreement on account of the occurrence of a Termination Event, Executive shall shall, as of the date of a Termination Event, execute an employee release substantially in the form attached hereto as Exhibit A (“Release”) as shall be determined by the Company provided that if Executive is working outside the United States, the Company. Such employee Release shall be modified specifically relate to all of Executive’s rights and claims in existence at the time of such execution relating to Executive’s employment with the Company, but shall not include (i) Executive’s rights under this Agreement; (ii) Executive’s rights under any employee benefit plan sponsored by the Company; or (iii) Executive’s rights to indemnification under the Company’s bylaws or other governing instruments or under any agreement addressing such subject matter between Executive and the Company or under any merger or acquisition agreement addressing such subject matter; (iv) Executive’s rights of insurance under any liability policy covering the Company’s officers or (v) claims which Executive may not release as necessary to conform to local law requirementsa matter of law, including, but not limited to, indemnification claims under applicable law. It is understood that Executive shall have has twenty-one (21) days (or such longer period, not to exceed forty-five (45) days, determined by the Company) after receipt of the form of Release from the Company to consider whether to execute the Release, such employee Release and Executive may revoke the such employee Release within seven (7) days after its execution. In execution of such employee in the event that the Executive has not received a form of Release from the Company by the tenth (10th) day following the Termination Event, the Executive may execute the form of Release attached hereto as Exhibit A (which and that shall be deemed received by Executive on the tenth (10th) day following the Termination Event and be deemed acceptable to the Company). In the event Executive does not execute the such employee Release within the twenty-one (21) day period (or such longer period, not to exceed forty-five (45) days, determined by the Company), or if Executive revokes the such employee Release within the seven (7) day period, no benefits shall be payable under this Agreement and this Agreement shall be null and void. Such seven (7) day period in which a Release may be revoked must have expired not later than sixty-two (62) days immediately following the Termination Event without revocation by Executive in order for Executive to receive the benefits described in this Agreement. Nothing in this Agreement shall limit the scope or time of applicability of the such employee Release once it is executed and not timely revoked.

Employee Release Prior to Receipt of Benefits. Prior Upon the occurrence of a Termination Event, and prior to the receipt of any benefits under this Agreement on account of the occurrence of a Termination Event, Executive shall shall, as of the date of a Termination Event, execute an employee release substantially in the form attached hereto as Exhibit A (“Release”) as shall be determined by the Company provided that if Executive is working outside the United States, the Company. Such employee Release shall be modified specifically relate to all of Executive’s rights and claims in existence at the time of such execution relating to Executive’s employment with the Company, but shall not include (i) Executive’s rights under this Agreement; (ii) Executive’s rights under any employee benefit plan sponsored by the Company; or (iii) Executive’s rights to indemnification under the Company’s bylaws or other governing instruments or under any agreement addressing such subject matter between Executive and the Company or under any merger or acquisition agreement addressing such subject matter; (iv) Executive’s rights of insurance under any liability policy covering the Company’s officers or (v) claims which Executive may not Release as necessary to conform to local law requirementsa matter of law, including, but not limited to, indemnification claims under applicable law. It is understood that Executive shall have has twenty-one (21) days (or such longer period, not to exceed forty-five (45) days, determined by the Company) after receipt of the form of Release from the Company to consider whether to execute the Release, such employee Release and Executive may revoke the Release within seven (7) days after its execution. such employee In the event that the Executive has not received a form of Release from the Company by the tenth (10th) day following the Termination Event, the Executive may execute the form of Release attached hereto as Exhibit A (which and that shall be deemed received by Executive on the tenth (10th) day following the Termination Event and be deemed acceptable to the Company). Release within seven (7) days after execution of such employee release. In the event Executive does not execute the such employee Release within the twenty-one (21) day period (or such longer period, not to exceed forty-five (45) days, determined by the Company), or if Executive revokes the such employee Release within the seven (7) day period, no benefits shall be payable under this Agreement and this Agreement shall be null and void. Such seven (7) day period in which a Release may be revoked must have expired not later than sixty-two (62) days immediately following the Termination Event without revocation by Executive in order for Executive to receive the benefits described in this Agreement. Nothing in this Agreement shall limit the scope or time of applicability of the such employee Release once it is executed and not timely revoked.