Common use of Release; Breach of Protective Covenants Clause in Contracts

Release; Breach of Protective Covenants. Not later than 15 days after the effective date of termination of Executive’s employment without Cause or for Good Reason, the Company shall provide to Executive a form of waiver, release and non-litigation agreement between Employee and Company in form and substance reasonably satisfactory to Company with respect to all actual and potential claims of Employee against the Company and its affiliates arising through and including the effective time of such termination (a “Release”). Within a minimum of 21 days, or maximum of 45 days, as required by the Older Workers Benefit Protection Act, after receipt of the Release (the “Release Period”) Employee shall execute and deliver the Release to Company. Notwithstanding any provision herein to the contrary, Executive shall not be entitled to any payments or benefits under Section 8.3 if (a) he or she fails to timely execute and return the Release to the Company within the applicable Release Period; (b) he or she executes and timely delivers the Company requested Release, but thereafter effectively revokes or attempts to revoke the Release under applicable law, or otherwise asserts in any proceeding that the Release is unenforceable; (c) he or she breaches Section 8.6 or Section 9 of this Agreement; or (d) he or she breaches any portion of the Proprietary Information Agreement (any of (a), (b) or (c), a “Covenant Breach”). Upon the Company’s determination that a Covenant Breach has occurred, it shall notify Executive of its belief that a Covenant Breach has occurred and may withhold, without penalty or interest, any payments or benefits otherwise due to Executive pursuant to any of Section 8.3 until the question of whether a Covenant Breach has occurred is definitely resolved without right to appeal or similar recourse (and if it is determined that the Company withheld the payments and benefits in error, the Company’s sole obligation shall be prompt payment of all withheld payments and the cash value to the Company of any withheld benefits).

Release; Breach of Protective Covenants. Not later than 15 days after the effective date of termination of Executive’s employment without Cause or for Good Reason, the Company shall provide to Executive a form of waiver, release and non-litigation agreement between Employee and Company in form and substance reasonably satisfactory to Company with respect to all actual and potential claims of Employee against the Company and its affiliates arising through and including the effective time of such termination (a “Release”). Within a minimum of 21 days, or maximum of 45 days, as required by the Older Workers Benefit Protection Act, after receipt of the Release (the “Release Period”) Employee shall execute and deliver the Release to Company. Notwithstanding any provision herein to the contrary, Executive shall not be entitled to any payments or benefits under Section 8.3 if (a) he or she fails to timely execute and return the Release to the Company within the applicable Release Period; (b) he or she executes and timely delivers the Company requested Release, but thereafter effectively revokes or attempts to revoke the Release under applicable law, or otherwise asserts in any proceeding that the Release is unenforceable; (c) he or she breaches Section 8.6 or Section 9 of this Agreement; or (d) he or she breaches any portion of the Proprietary Information Agreement (any of (a), (b) or (c), a “Covenant Breach”). Upon the Company’s determination that a Covenant Breach has occurred, it shall notify Executive of its belief that a Covenant Breach has occurred and may withhold, without penalty or interest, any payments or benefits otherwise due to Executive pursuant to any of Section 8.3 until the question of whether a Covenant Breach has occurred is definitely resolved without right to appeal or similar recourse (and if it is determined that the Company withheld the payments and benefits in error, the Company’s sole obligation shall be prompt payment of all withheld payments and the cash value to the Company of any withheld benefits).