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

Employee Release Prior to Receipt of Benefits. (a) 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 execute the Company’s then current standard form of employee release (the “Release”), wherein Executive shall 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 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) 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. (b) The receipt of any severance or other benefits under this Agreement on account of the occurrence of a Termination Event will be subject to Executive signing and not revoking the Release, and provided that such Release is effective within sixty (60) days following the termination of employment or such earlier period as required by the Release (the “Release Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance or other benefits under this Agreement. To become effective, the Release must be executed by the Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without the Executive having revoked the Release. In addition, no severance will be paid or provided until the Release actually becomes effective. In the event that the Executive’s termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which the Executive’s termination occurs, then any severance under this Agreement that would be considered Deferred Payments (as defined in Section 4.6(a)) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as is required by (i) the payment schedule applicable to each payment or benefit as set forth in Article III, (ii) the date the Release becomes effective, or (iii) Section 4.6(a). The first payment shall include all amounts that would have been paid to Executive had payment commenced on the date Executive terminated employment.

Employee Release Prior to Receipt of Benefits. (a) 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 the Company’s then current standard form of 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”), wherein Executive shall 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 Release 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) 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 or advancement of expenses under applicable law, the Company’s bylaws or other governing instruments or under any agreement addressing such subject matter between Executive and the Company. Company or (biv) The receipt any claims that cannot be released as a matter of any severance or other benefits under this Agreement on account of the occurrence of a Termination Event will be subject to law. It is understood that Executive signing and not revoking the Release, and provided that such Release is effective within sixty has 21 days (60) days following the termination of employment or such earlier longer period as may be required by applicable law) to consider whether to execute such employee release and Executive may revoke such employee release within seven days after execution of such employee release. In the Release (the “Release Deadline”). If the Release event Executive does not become execute such employee release within the 21-day period (or such longer period as may be required by applicable law), or if Executive revokes such employee release within the seven-day period, or the employee release is not irrevocably effective by the Release Deadline, Executive will forfeit any rights to severance or other no benefits shall be payable under this Agreement and this Agreement shall be null and void. Nothing in this Agreement shall limit the scope or time of applicability of such employee release once it is executed and not timely revoked. Notwithstanding anything to the contrary in this Agreement. To become effective, the Release must be executed by the Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without the Executive having revoked the Release. In addition, no severance will be paid or provided until the Release actually becomes effective. In in the event that the Executive’s termination Termination Event occurs at a time during the calendar year where the Release Deadline could occur is in the calendar year following the calendar year in which the Executive’s termination occurs, then any severance under this Agreement pay and/or severance benefits that would be considered Deferred Payments constitute deferred compensation subject to Section 409A of the Code (as defined described in Section 4.6(a)5.6) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occursRelease Deadline, or such later time as is required by (i) the payment schedule applicable to each payment or benefit as set forth in Article III, (ii) the date the Release becomes effectivebenefit, or (iii) Section 4.6(a). The first payment shall include all amounts that would have been paid to Executive had payment commenced on the date Executive terminated employment5.6.

Employee Release Prior to Receipt of Benefits. (a) 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 the Company’s then current standard form of an employee release substantially in the form attached hereto as Exhibit A (the “Release”), wherein Executive ) as shall release be determined by the Company of any and all claims, known and unknown, she or he may have, including without limitation, all statutory, administrative and tort claimsCompany. 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) 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 (bv) The claims which Executive may not Release as a matter of law, including, but not limited to, indemnification claims under applicable law. It is understood that Executive has twenty-one (21) days after receipt of any severance or other benefits under this Agreement on account the form of Release from the occurrence of a Termination Event will be subject Company to consider whether to execute such employee Release and Executive signing and not revoking the Release, and provided that may revoke such employee Release is effective within sixty seven (607) days following the termination after execution of employment or such earlier period as required by the Release (the “Release Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance or other benefits under this Agreement. To become effective, the Release must be executed by the Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without the Executive having revoked the employee Release. In addition, no severance will be paid or provided until the Release actually becomes effective. In the event that the Executive’s termination occurs at Executive has not received a time during form of Release from the calendar year where Company by the Release Deadline could occur in the calendar year tenth (10th) day following the calendar year in which Termination Event, the Executive’s termination occursExecutive may execute the form of Release attached hereto as Exhibit A and that shall be deemed acceptable to the Company. In the event Executive does not execute such employee Release within the twenty-one (21) day period, then any severance or if Executive revokes such employee Release within the seven (7) day period, no benefits shall be payable under this Agreement that would and this Agreement shall be considered Deferred Payments (as defined null and void. Nothing in Section 4.6(a)) will be paid on this Agreement shall limit the first payroll date to occur during the calendar year following the calendar year in which scope or time of applicability of such termination occurs, or such later time as employee Release once it is required by (i) the payment schedule applicable to each payment or benefit as set forth in Article III, (ii) the date the Release becomes effective, or (iii) Section 4.6(a). The first payment shall include all amounts that would have been paid to Executive had payment commenced on the date Executive terminated employmentexecuted and not timely revoked.

Employee Release Prior to Receipt of Benefits. (a) 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 the Company’s then current standard form of an employee release substantially in the form attached hereto as Exhibit A (the “Release”), wherein Executive ) as shall release be determined by the Company of any and all claims, known and unknown, she or he may have, including without limitation, all statutory, administrative and tort claimsCompany. 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) 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 (bv) The claims which Executive may not Release as a matter of law, including, but not limited to, indemnification claims under applicable law. It is understood that Executive has twenty-one (21) days after receipt of any severance or other benefits under this Agreement on account the form of Release from the occurrence of a Termination Event will be subject Company to consider whether to execute such employee Release and Executive signing and not revoking the Release, and provided that may revoke such Release is effective within sixty (60) days following the termination of employment or such earlier period as required by the Release (the “Release Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance or other benefits under this Agreement. To become effective, the Release must be executed by the Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without the Executive having revoked the Release. In addition, no severance will be paid or provided until the Release actually becomes effective. employee In the event that the Executive’s termination occurs at Executive has not received a time during form of Release from the calendar year where Company by the Release Deadline could occur in the calendar year tenth (10th) day following the calendar year in which Termination Event, the Executive’s termination occursExecutive may execute the form of Release attached hereto as Exhibit A and that shall be deemed acceptable to the Company. Release within seven (7) days after execution of such employee release. In the event Executive does not execute such employee Release within the twenty-one (21) day period, then any severance or if Executive revokes such employee Release within the seven (7) day period, no benefits shall be payable under this Agreement that would and this Agreement shall be considered Deferred Payments (as defined null and void. Nothing in Section 4.6(a)) will be paid on this Agreement shall limit the first payroll date to occur during the calendar year following the calendar year in which scope or time of applicability of such termination occurs, or such later time as employee Release once it is required by (i) the payment schedule applicable to each payment or benefit as set forth in Article III, (ii) the date the Release becomes effective, or (iii) Section 4.6(a). The first payment shall include all amounts that would have been paid to Executive had payment commenced on the date Executive terminated employmentexecuted and not timely revoked.

Employee Release Prior to Receipt of Benefits. (a) 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 the Company’s then current standard form of an employee release substantially in the form attached hereto as Exhibit A (the “Release”), wherein Executive ) as shall release be determined by the Company of any and all claims, known and unknown, she or he may have, including without limitation, all statutory, administrative and tort claimsCompany. 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) 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 (bv) The claims which Executive may not release as a matter of law, including, but not limited to, indemnification claims under applicable law. It is understood that Executive has twenty-one (21) days after receipt of any severance or other benefits under this Agreement on account the form of Release from the occurrence of a Termination Event will be subject Company to consider whether to execute such employee Release and Executive signing and not revoking the Release, and provided that may revoke such employee Release is effective within sixty seven (607) days after 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 of employment or such earlier period as required by the Release (the “Release Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance or other benefits under this Agreement. To become effectiveTermination Event, the Executive may execute the form of Release must attached hereto as Exhibit A and that shall be executed by deemed acceptable to the Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without the Executive having revoked the Release. In addition, no severance will be paid or provided until the Release actually becomes effectiveCompany. In the event that Executive does not execute such employee Release within the Executive’s termination occurs at a time during twenty-one (21) day period, or if Executive revokes such employee Release within the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which the Executive’s termination occursseven (7) day period, then any severance no benefits shall be payable under this Agreement that would and this Agreement shall be considered Deferred Payments (as defined null and void. Nothing in Section 4.6(a)) will be paid on this Agreement shall limit the first payroll date to occur during the calendar year following the calendar year in which scope or time of applicability of such termination occurs, or such later time as employee Release once it is required by (i) the payment schedule applicable to each payment or benefit as set forth in Article III, (ii) the date the Release becomes effective, or (iii) Section 4.6(a). The first payment shall include all amounts that would have been paid to Executive had payment commenced on the date Executive terminated employmentexecuted and not timely revoked.

Employee Release Prior to Receipt of Benefits. (a) 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 the Company’s then current standard form of an employee release substantially in the form attached hereto as Exhibit A (the “Release”), wherein Executive ) as shall release be determined by the Company of any and all claims, known and unknown, she or he may have, including without limitation, all statutory, administrative and tort claimsCompany. 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) 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 (bv) The claims which Executive may not release as a matter of law, including, but not limited to, indemnification claims under applicable law. It is understood that Executive has twenty-one (21) days after receipt of any severance or other benefits under this Agreement on account the form of Release from the occurrence of a Termination Event will be subject Company to consider whether to execute such employee Release and Executive signing and not revoking the Release, and provided that may revoke such employee Release is effective within sixty seven (607) days following the termination after execution of employment or such earlier period as required by the Release (the “Release Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance or other benefits under this Agreement. To become effective, the Release must be executed by the Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without the Executive having revoked the employee Release. In addition, no severance will be paid or provided until the Release actually becomes effective. In the event that the Executive’s termination occurs at Executive has not received a time during form of Release from the calendar year where Company by the Release Deadline could occur in the calendar year tenth (10th) day following the calendar year in which Termination Event, the Executive’s termination occursExecutive may execute the form of Release attached hereto as Exhibit A and that shall be deemed acceptable to the Company. In the event Executive does not execute such employee Release within the twenty-one (21) day period, then any severance or if Executive revokes such employee Release within the seven (7) day period, no benefits shall be payable under this Agreement that would and this Agreement shall be considered Deferred Payments (as defined null and void. Nothing in Section 4.6(a)) will be paid on this Agreement shall limit the first payroll date to occur during the calendar year following the calendar year in which scope or time of applicability of such termination occurs, or such later time as employee Release once it is required by (i) the payment schedule applicable to each payment or benefit as set forth in Article III, (ii) the date the Release becomes effective, or (iii) Section 4.6(a). The first payment shall include all amounts that would have been paid to Executive had payment commenced on the date Executive terminated employmentexecuted and not timely revoked.