Common use of Execution of Separation Agreement Clause in Contracts

Execution of Separation Agreement. As a condition to receiving the Severance Pay or the Change in Control Payment set forth in Section 3.1, 3.3 or 3.4, respectively, Executive must execute and return to the Company, and not revoke any part of, a separation agreement containing a general release and waiver of claims against the Company and its respective officers, directors, stockholders, employees and affiliates with respect to Executive’s employment, and other customary terms, in a form and substance reasonably acceptable to the Company and the Executive. The Company shall deliver to Executive such release within ten (10) days following Executive’s termination of employment and the Executive shall deliver an original, signed release to the Company within twenty-one (21) business days (or such longer period as may be required by applicable law to constitute an effective release of all claims, but no longer than 45 days after the after receipt of the same from the Company) (the “Release Effective Date”). Notwithstanding anything in this Agreement to the contrary, no payments pursuant to Section 3.1, 3.3 or 3.4 shall be made prior to the date that both (i) Executive has delivered an original, signed release to the Company and (ii) the revocability period (if any) has elapsed, and provided that any payments that would otherwise be made during the first sixty (60) days following Executive’s termination of employment will be made on the 65th day. If the Executive does not deliver an original, signed release to the Company by the Release Effective Date, Executive’s rights shall be limited to those made available to the Executive under Section 3.2 above, and (ii) the Company shall have no obligation to pay or provide to the Executive any amount or benefits described in Section 3.1, 3.3 or 3.4, or any other monies on account of the termination of Executive’s employment. Any obligation of the Company to provide the Severance Pay shall cease: (i) upon Executive’s death, if Company provided life insurance proceeds are paid to Executive’s estate; (ii) if Executive materially breaches any of his obligations under Articles IV or V; or (iii) if, after Executive’s Termination Date, the Company discovers facts or information that establish that Executive committed an act that would have constituted Cause, as defined under Section 3.2(a), (b) or (c).

Execution of Separation Agreement. As a condition to receiving the Severance Pay or the Change in Control Payment set forth in Section 3.1, 3.3 or Section 3.4, respectively, Executive must execute and return to the Company, and not revoke any part of, a separation agreement containing a general release and waiver of claims against the Company and its respective officers, directors, stockholders, employees and affiliates with respect to Executive’s employment, and other customary terms, in a form and substance reasonably acceptable to the Company and the Executivein conformity with applicable laws and regulations then in effect. The Company shall deliver to Executive such release within ten (10) days following Executive’s termination of employment and the Executive shall deliver an original, signed release to the Company within twenty-one (21) business days of receipt thereof (or such longer period as may be required by applicable law to constitute an effective release of all claims, but no longer than 45 days after the after receipt of the same from the Company) (the “Release Effective DateDeadline”). Notwithstanding anything in this Agreement to the contrary, no payments pursuant to Section 3.1, 3.3 or Section 3.4 shall be made prior to the date that both (ia) Executive has delivered an original, signed release to the Company and (iib) the revocability period (if any) has elapsed, and provided that any elapsed without Executive having exercised Executive’s revocation rights (the “Release Effective Date”). Any payments that would otherwise be made hereunder during the first sixty (60) days following Executive’s termination of employment Termination Date will be made on the 65th dayday following Executive’s Termination Date termination of employment. If the Executive does not deliver an original, signed release to the Company by the Release Effective DateDeadline, (i) Executive’s rights shall be limited to those made available to the Executive under Section 3.2 3.1 above, and (ii) the Company shall have no obligation to pay or provide to the Executive any amount or benefits described in Section 3.1, 3.3 or Section 3.4, or any other monies on account of the termination of Executive’s employment. Any obligation of the Company to provide the Severance Pay shall cease: (iA) upon Executive’s death, if Company provided life insurance proceeds are paid to Executive’s estate; (iiB) if Executive materially breached or breaches any of his Executive’s contractual obligations under Articles to the Company, including those set forth in Article IV or VArticle V herein, or in the release agreement; or (iii) if, after Executive’s Termination Date, the Company discovers facts or information that establish that Executive committed an act that would have constituted Cause, as defined under Section 3.2(a), (b) or (c).or

Execution of Separation Agreement. As a condition to receiving the Resignation Pay, the Severance Pay or the Change in Control Payment set forth in Section 3.1, 3.3 or 3.4, respectively, Executive must execute and return to the Company, and not revoke any part of, a separation agreement containing a general release and waiver of claims against the Company and its respective officers, directors, stockholders, employees and affiliates with respect to Executive’s employment, and other customary terms, in a form and substance reasonably acceptable to the Company and the Executive. The Company shall deliver to Executive such release within ten (10) days following Executive’s termination of employment the Termination Date and the Executive shall deliver an original, signed release to the Company within twenty-one (21) business days (or such longer period as may be required by applicable law to constitute an effective release of all claims, but no longer than 45 days after the after receipt of the same from the Company) (the “Release Effective Date”). Notwithstanding anything in this Agreement to the contrary, no payments pursuant to Section 3.1, 3.3 or 3.4 shall be made prior to the date that both (ia) Executive has delivered an original, signed release to the Company and (iib) the revocability period (if any) has elapsed, and provided that any payments that would otherwise be made during the first sixty (60) days following Executive’s termination of employment will be made on the 65th day. If the Executive does not deliver an original, signed release to the Company by the Release Effective Date, (i) Executive’s rights shall be limited to those made available to the Executive under Section 3.2 above, and (ii) the Company shall have no obligation to pay or provide to the Executive any amount or benefits described in Section 3.1, 3.3 or 3.4, or any other monies on account of the termination of Executive’s employment. Any obligation of the Company to provide the Resignation Pay or Severance Pay shall cease: (iA) upon Executive’s death, if Company Company-provided life insurance proceeds are paid to Executive’s estate; (iiB) if Executive materially breaches any of his obligations under Articles IV or V; or (iiiC) if, after Executive’s Termination Date, the Company discovers facts or information that establish that Executive committed an act that would have constituted Cause, as defined under Section 3.2(a), (b) or (c).

Execution of Separation Agreement. As a condition to receiving the Severance Pay or the Change in Control Payment set forth in Section 3.1, 3.3 or Section 3.4, respectively, Executive must execute and return to the Company, and not revoke any part of, a separation agreement containing a general release and waiver of claims against the Company and its respective officers, directors, stockholders, employees and affiliates with respect to Executive’s employment, and other customary terms, in a form and substance reasonably acceptable to the Company and the Executivein conformity with applicable laws and regulations then in effect. The Company shall deliver to Executive such release within ten (10) days following Executive’s termination of employment and the Executive shall deliver an original, signed release to the Company within twenty-one (21) business days of receipt thereof (or such longer period as may be required by applicable law to constitute an effective release of all claims, but no longer than 45 days after the after receipt of the same from the Company) (the “Release Effective DateDeadline”). Notwithstanding anything in this Agreement to the contrary, no payments pursuant to Section 3.1, 3.3 or Section 3.4 shall be made prior to the date that both (ia) Executive has delivered an original, signed release to the Company and (iib) the revocability period (if any) has elapsed, and provided that any elapsed without Executive having exercised Executive’s revocation rights (the “Release Effective Date”). Any payments that would otherwise be made hereunder during the first sixty (60) days following Executive’s termination of employment Termination Date will be made on the 65th dayday following Executive’s Termination Date termination of employment. If the Executive does not deliver an original, signed release to the Company by the Release Effective DateDeadline, (i) Executive’s rights shall be limited to those made available to the Executive under Section 3.2 3.1 above, and (ii) the Company shall have no obligation to pay or provide to the Executive any amount or benefits described in Section 3.1, 3.3 or Section 3.4, or any other monies on account of the termination of Executive’s employment. Any obligation of the Company to provide the Severance Pay shall cease: (iA) upon Executive’s death, if Company provided life insurance proceeds are paid to Executive’s estate; (iiB) if Executive materially breached or breaches any of his Executive’s contractual obligations under Articles to the Company, including those set forth in Article IV or VArticle V herein, or in the release agreement; or (iiiC) if, after Executive’s Termination Datetermination, the Company discovers facts or information that establish that Executive committed an act and circumstances that would have constituted Causejustified a termination for Cause (“Disqualifying Conduct”); provided, however, that upon any subsequent determination that there was no Disqualifying Conduct, the Company shall immediately pay any unpaid Severance Pay or Change in Control Payment as defined under contemplated in Section 3.2(a), (b) 3.3 or (c)Section 3.4.

Execution of Separation Agreement. As a condition to receiving the Resignation Pay, the Severance Pay or the Change in Control Payment set forth in Section 3.1, 3.3 or 3.4, respectively, Executive must execute and return to the Company, and not revoke any part of, a separation agreement containing a general release and waiver of claims against the Company and its respective officers, directors, stockholders, employees and affiliates with respect to Executive’s employment, and other customary terms, in a form and substance reasonably acceptable to the Company and the Executive. The Company shall deliver to Executive such release within ten (10) days following Executive’s termination of employment the Termination Date and the Executive shall deliver an original, signed release to the Company within twenty-one (21) business days (or such longer period as may be required by applicable law to constitute an effective release of all claims, but no longer than 45 days after the after receipt of the same from the Company) (the “Release Effective Date”). Notwithstanding anything in this Agreement to the contrary, no payments pursuant to Section 3.1, 3.3 or 3.4 shall be made prior to the date that both (ia) Executive has delivered an original, signed release to the Company and (iib) the revocability period (if any) has elapsed, and provided that any payments that would otherwise be made during the first sixty (60) days following Executive’s termination of employment will be made on the 65th day. If the Executive does not deliver an original, signed release to the Company by the Release Effective Date, (i) Executive’s rights shall be limited to those made available to the Executive under Section 3.2 above, and (ii) the Company shall have no obligation to pay or provide to the Executive any amount or benefits described in Section 3.1, 3.3 or 3.4, or any other monies on account of the termination of Executive’s employment. Any obligation of the Company to provide the Resignation Pay or Severance Pay shall cease: (iA) upon Executive’s death, if Company provided Company‑provided life insurance proceeds are paid to Executive’s estate; (iiB) if Executive materially breaches any of his obligations under Articles IV or V; or (iiiC) if, after Executive’s Termination Date, the Company discovers facts or information that establish that Executive committed an act that would have constituted Cause, as defined under Section 3.2(a), (b) or (c).

Execution of Separation Agreement. As a condition to receiving the Severance Pay or the Change in Control Payment set forth in Section 3.1, 3.3 or Section 3.4, respectively, Executive must execute and return to the Company, and not revoke any part of, a separation agreement containing a general release and waiver of claims against the Company and its respective officers, directors, stockholders, employees and affiliates with respect to Executive’s employment, and other customary terms, in a form and substance reasonably acceptable to the Company and the ExecutiveCompany. The Company shall deliver to Executive such release within ten (10) days following Executive’s termination of employment and the Executive shall deliver an original, signed release to the Company within twenty-one (21) business days of receipt thereof (or such longer period as may be required by applicable law to constitute an effective release of all claims, but no longer than 45 days after the after receipt of the same from the Company) (the “Release Effective DateDeadline”). Notwithstanding anything in this Agreement to the contrary, no payments pursuant to Section 3.1, 3.3 or Section 3.4 shall be made prior to the date that both (ia) Executive has delivered an original, signed release to the Company and (iib) the revocability period (if any) has elapsed, and provided that any elapsed without Employee having exercised Employee’s revocation rights (the “Release Effective Date”). Any payments that would otherwise be made during the first sixty (60) days following Executive’s termination of employment will be made on the 65th dayday following Employee’s termination of employment. If the Executive does not deliver an original, signed release to the Company by the Release Effective DateDeadline, (i) Executive’s rights shall be limited to those made available to the Executive under Section 3.2 3.1 above, and (ii) the Company shall have no obligation to pay or provide to the Executive any amount or benefits described in Section 3.1, 3.3 or Section 3.4, or any other monies on account of the termination of Executive’s employment. Any obligation of the Company to provide the Severance Pay shall cease: (iA) upon Executive’s death, if Company provided life insurance proceeds are paid to Executive’s estate; (iiB) if Executive materially breached or breaches any of his Executive’s contractual obligations under Articles to the Company, including those set forth in Article IV or VArticle V herein, or in the release agreement; or (iiiC) if, after Executive’s Termination Datetermination, the Company discovers facts or information that establish that Executive committed an act and circumstances that would have constituted justified a termination for Cause, as defined under Section 3.2(a), (b) or (c).

Execution of Separation Agreement. As a condition to receiving the Resignation Pay, the Severance Pay or the Change in Control Payment set forth in Section 3.1, 3.3 or 3.4, respectively, Executive must execute and return to the Company, and not revoke any part of, a separation agreement containing a general release and waiver of claims against the Company and its respective officers, directors, stockholders, employees and affiliates with respect to Executive’s employment, and other customary terms, in a form and substance reasonably acceptable to the Company and the Executive. The Company shall deliver to Executive such release within ten (10) days following Executive’s termination of employment the Termination Date and the Executive shall deliver an original, signed release to the Company within twenty-one (21) business days (or such longer period as may be required by applicable law to constitute an effective release of all claims, but no longer than 45 days after the after receipt of the same from the Company) (the “Release Effective Date”). Notwithstanding anything in this Agreement to the contrary, no payments pursuant to Section 3.1, 3.3 or 3.4 shall be made prior to the date that both (ia) Executive has delivered an original, signed release to the Company and (iib) the revocability period (if any) has elapsed, and provided that any payments that would otherwise be made during the first sixty (60) days following Executive’s termination of employment will be made on the 65th day. If the Executive does not deliver an original, signed release to the Company by the Release Effective Date, (i) Executive’s rights shall be limited to those made available to the Executive under Section 3.2 above, and (ii) the Company shall have no obligation to pay or provide to the Executive any amount or benefits described in Section 3.1, 3.3 or 3.4, or any other monies on account of the termination of Executive’s employment. Any obligation of the Company to provide the Resignation Pay or Severance Pay shall cease: (iA) upon Executive’s death, if Company provided life insurance proceeds are paid to Executive’s estate; (iiB) if Executive materially breaches any of his obligations under Articles IV or V; or (iiiC) if, after Executive’s Termination Date, the Company discovers facts or information that establish that Executive committed an act that would have constituted Cause, as defined under Section 3.2(a), (b) or (c).