Common use of Release and Compliance with this Agreement Clause in Contracts

Release and Compliance with this Agreement. With the exception of the Continuing Obligations, the obligation of the Company to pay any portion of the amounts due pursuant to Section 5(b) and Section 5(c) is expressly conditioned on Executive’s (i) timely execution and return to the Company by the Release Expiration Date (as defined below) of a release substantially in the form attached hereto as Exhibit A (the “Release”), which form for execution will be provided by the Company to Executive (or a representative of his estate, as applicable) within seven (7) days after the Termination Date, (ii) not exercising Executive’s revocation right as set forth in the Release, and (iii) compliance with the requirements of Sections 6 and 7. The Release shall be revised by the Company to reflect whether payments and benefits are to be provided under Section 5(b) or 5(c) and shall be revised by the Company as reflected in footnote 1 of the Release to the extent the terms of such footnote are applicable, and may also be revised by the Company to reflect changes in applicable law. The “Release Expiration Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the execution form of Release to Executive (or, following Executive’s death, to a representative of Executive’s estate) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is forty-five (45) days following such delivery date. For the avoidance of doubt, in the case of a termination of Executive’s employment due to Executive’s death, or in the event of Executive’s death or disability after the termination of his employment, the legal representative(s) of Executive (or his estate, as applicable) may execute and revoke (or not revoke) the Release in the name of and for and on behalf of Executive, Executive’s estate and, as applicable, for themselves in accordance with and as permitted by the terms of this Section 5(e), the second sentence of Section 10 and the Release.