Common use of Release; Exclusive Remedy Clause in Contracts

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b) or (c), the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event all events within twenty-one (21) days following the Executive’s after his last day of employmentemployment with the Company), execute provide the Company with a valid, executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation. (c) In the event that the Company provides the Executive notice of termination without Cause pursuant to Section 5.1 or the Executive provides the Company notice of termination pursuant to Section 5.2, the Company will have the option to place the Executive on paid administrative leave during the notice period.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)Company, execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement, the Option Agreement or any other stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company, provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. Such release shall be in substantially the form attached hereto as Exhibit E (together with any changes thereto as the Company may determine necessary or appropriate to render the release enforceable to the fullest extent possible). The Company shall have no obligation to make any payment to the Executive pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on . (c) In the Severance Date, as an officer and director event of any termination of the Executive’s employment with the Company and any Affiliate (regardless of the Companyreason for such termination), and Executive irrevocably resigns from the Board effective as a fiduciary of any benefit plan of the Company or any Affiliate time of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignationtermination.

Release; Exclusive Remedy. (a) This Section 5.4 4.7 shall apply notwithstanding anything else contained in this Agreement or any stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(bSection 4.3 or any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, (i) or (c), the Executive shall, upon or promptly following his or her last day of employment with the Company, provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law, and (ii) the Executive shall have complied with any and all covenants set forth in Article 8 hereof. The Company shall have no obligation to make any payment to the Executive pursuant to Section 4.3 (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 4.7 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations, or at any time after a breach by the Executive of any covenant set forth in Article 8. (b) The Executive agrees that the general release agreement described in Section 4.7(a) will require that the Executive acknowledge, as a condition to the payment of any benefits under Section 4.3 that the payments and benefits contemplated by Section 5.3 4.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment his employment, and the Executive covenants will be required to covenant, as a condition to receiving any such payment (and any such accelerated vesting), not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 4.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 1.2 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(bSection 1.1(b) or (c)any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with shall provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable lawCompany (the “Release”), and such release agreement Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide the final form of Release to the Executive not later than seven (7) days following the Severance Date, and the Executive shall be required to execute and return the Release to the Company within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law) after the Company provides the form of Release to the Executive. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) 1.1 shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 1.1 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resignhereby irrevocably resigns, on the Severance Date, from the Company and any affiliate of the Company, as an officer and director of the Company and any Affiliate of the Companyaffiliate, and as a fiduciary of any benefit plan of the Company or any Affiliate affiliate of the CompanyCompany (in each case, to the extent the Executive then has any such position), and from each and every other position that the Executive may then otherwise hold with the Company or any of its affiliates. The Executive agrees to promptly execute and provide to the Company any further documentation, as requested by the CompanyCompany (whether before or after the Severance Date), to confirm such resignationresignations.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment (cincluding with respect to the Option), the Executive shall, upon or promptly following his or her last day of employment with the Company, provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall have no obligation to make any payment to the Executive pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the general release agreement described in Section 5.4(a) will require that the Executive acknowledge, as a condition to the payment of any benefits under Section 5.3(b), as applicable, that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment his employment, and the Executive covenants will be required to covenant, as a condition to receiving any such payment (and any such accelerated vesting), not to assert or pursue any other remedies, at law or in equity, with respect to any his employment or the termination of his employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement, the Option Agreement or any other stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company, provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. Such release shall be in substantially the form attached hereto as Exhibit E (together with any changes thereto as the Company may determine necessary or appropriate to render the release enforceable to the fullest extent possible). The Company shall have no obligation to make any payment to the Executive pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on . (c) In the Severance Date, as an officer and director event of any termination of the Executive’s employment with the Company and any Affiliate (regardless of the Companyreason for such termination), and Executive irrevocably resigns from the Board effective as a fiduciary of any benefit plan of the Company or any Affiliate time of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignationtermination.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event all events, within twenty-one (21) days following the Executive’s of, unless a longer period of time is required by applicable law) his last day of employment)employment with the Company, execute provide the Company with a valid, executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of Parent or Francesca, as applicable, and as a fiduciary of any benefit plan of the Company or any Affiliate of Parent or Francesca, as applicable, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary, if any. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any other obligation to accelerate vesting of any equity-based award, if any, in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event all events, within twenty-one (21) days following the Executive’s of, unless a longer period of time is required by applicable law) her last day of employment)employment with the Company, execute provide the Company with a valid, executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of Parent or Francesca, as applicable, and as a fiduciary of any benefit plan of the Company or any Affiliate of Parent or Francesca, as applicable, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award award, if any, in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s her employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b) or (c)Section 5.3, the Executive (or his estate or personal representative, as applicable) shall, upon or promptly following his or her last day of employment with the Company, provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a general executed written release agreement in substantially the form of attached hereto as Exhibit A C (with such amendments that changes as may be necessary reasonably required to ensure such form in order to make the release is enforceable to the fullest extent permissible under then and otherwise compliant with applicable law) (the “Release”), and such release agreement Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide the Release to the Executive not later than seven (7) days following the Termination Date, and the Executive shall be required to execute and return the Release to the Company within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law) after the Company provide the form of Release to the Executive. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 shall (if the Release contemplated by Section 5.4(a) is signed and any applicable acceleration of vesting of an equity-based award becomes effective and the severance amounts are paid in accordance with the terms of such award in connection with the termination of the Executive’s employmenttheir terms) shall constitute the exclusive and sole remedy for any termination of the Executive’s employment and and, in such case, the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment; provided, however, that nothing herein shall affect Executive’s rights as a stockholder of the Company (or the rights of any stockholder in which Executive has a direct or indirect beneficial interest). The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement, and there shall be no offset against any amounts due to the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Termination Date, as an officer and director of the Company and any Affiliate of the CompanyAffiliate, and as a fiduciary of any benefit plan of the Company or any Affiliate of the CompanyAffiliate, and to promptly execute and provide to the Company any further documentation, as requested reasonably required by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b5.3(b)-(d) or (c)any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company, provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the form of attached hereto as Exhibit A C (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law“Release”), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall have no obligation to make any payment to the Executive pursuant to Sections 5.3(b)-(d) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the Release contemplated by this Section 5.4 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. (b) The As described with particularity in the Release, the Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 5.3 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(bSection 5.2(b) or (c)any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her [his/her] last day of employment with the Company (and in any event all events within twenty-one (21) days following the Executive’s after [his/her] last day of employmentemployment with the Company), execute and deliver to the Company a valid general release agreement of claims (the “General Release”) in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law), Board and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that [in addition to any statutory severance payment to which the Executive is entitled,] the payments and benefits contemplated by Section 5.3 5.2 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s [his/her] employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 5.2 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of Executive’s employment, the Executive shall, upon or promptly following his or her Executive’s last day of employment with the Company, provide Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary reasonably acceptable to ensure the release is enforceable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. Company shall have no obligation to make any payment to Executive pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the general release agreement described in Section 5.4(a) will require that Executive acknowledge, as a condition to the payment of any benefits under Section 5.3(b), that the payments and benefits contemplated by Section 5.3 5.3(b) (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment employment, and the Executive covenants will be required to covenant, as a condition to receiving any such payment (and any such accelerated vesting), not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement, the Option Agreement or any other stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company, provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. Such release shall be in substantially the form attached hereto as Exhibit E (together with any changes thereto as the Company may determine necessary or appropriate to render the release enforceable to the fullest extent possible, any such change to be communicated to the Executive within ten (10) days of the last day of the Executive’s employment). The Company shall have no obligation to make any payment to the Executive pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on . (c) In the Severance Date, as an officer and director event of any termination of the Executive’s employment with the Company and any Affiliate (regardless of the Companyreason for such termination), and Executive irrevocably resigns from the Board effective as a fiduciary of any benefit plan of the Company or any Affiliate time of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignationtermination.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive to pay the Severance Benefit pursuant to Sections Section 5.3(b) or (c)under 5.3(c) or any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment, or such longer period of time as may be required under applicable law), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment (cincluding with respect to the Option), the Executive shall, upon or promptly following his or her last day of employment with the Company, provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall have no obligation to make any payment to the Executive pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the general release agreement described in Section 5.4(a) will require that the Executive acknowledge, as a condition to the payment of any benefits under Section 5.3(b), as applicable, that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment his employment, and the Executive covenants will be required to covenant, as a condition to receiving any such payment (and any such accelerated vesting), not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b) or (c)Section 5.3, the Executive shallshall provide the Company with a valid, upon or promptly following his or her last day of employment with executed customary written separation and release agreement in the form provided by the Company (and in any event within twenty-one (21the “Release”) days following the Executive’s such last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement the Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Executive shall be required to execute and return the Release to the Company within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law) after the Company provided the form of Release to the Executive. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 shall (if the Release contemplated by Section 5.4(a) is signed and any applicable acceleration of vesting of an equity-based award becomes effective and the severance amounts are paid in accordance with the terms of such award in connection with the termination of the Executive’s employmenttheir terms) shall constitute the exclusive and sole remedy for any termination of the Executive’s employment and and, in such case, the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment; provided, however, that nothing herein shall affect the Executive’s rights as a stockholder of the Company (or the rights of any stockholder in which the Executive has a direct or indirect beneficial interest). The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement, and there shall be no offset against any amounts due to the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Termination Date, as an officer and director of the Company and any Affiliate of the CompanyAffiliate, and as a fiduciary of any benefit plan of the Company or any Affiliate of the CompanyAffiliate, and to promptly execute and provide to the Company any further documentation, as requested reasonably required by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)5.3(c) or any obligation to accelerate vesting of any equity-based award in connection with the termination of Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company, provide Company (and with a valid, executed general release agreement in any event a form acceptable to Company within twenty-one (21) days following the termination of Executive’s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. Company shall have no obligation to make any payment or provide any benefit to Executive pursuant to Section 5.3(b) or 5.3(c) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment (cincluding with respect to the Option), the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s his last day of employment)employment with the Company, execute provide the Company with a valid, executed general release agreement in substantially the a form of attached hereto as Exhibit A C (with such amendments that changes as may be necessary reasonably required to such form to help ensure the release is enforceable to the fullest extent permissible under then its enforceability in light of any changes in applicable law)) , and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall have no obligation to make any payment to the Executive pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the general release agreement described in Section 5.4(a) will require that the Executive acknowledge, as a condition to the payment of any benefits under Section 5.3(b), as applicable, that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment his employment, and the Executive covenants will be required to covenant, as a condition to receiving any such payment (and any such accelerated vesting), not to assert or pursue any other remedies, at law or in equity, with respect to any his employment or the termination of his employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement, the Option Agreement or any other stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company, provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. Such release shall be in substantially the form attached hereto as Exhibit E (together with any changes thereto as the Company may determine necessary or appropriate to render the release enforceable to the fullest extent possible). The Company shall have no obligation to make any payment to the Executive pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations, any such change to be communicated to the Executive within ten (10) days of the last day of the Executive’s employment” at the end of the parenthetical expression that concludes the sentence, after the words “to the fullest extent possible. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on . (c) In the Severance Date, as an officer and director event of any termination of the Executive’s employment with the Company and any Affiliate (regardless of the Companyreason for such termination), and Executive irrevocably resigns from the Board effective as a fiduciary of any benefit plan of the Company or any Affiliate time of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignationtermination.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event all events within twenty-one (21) days following the Executive’s after his last day of employmentemployment with the Company), execute provide the Company with a valid, executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-equity- based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation. (c) In the event that the Company provides the Executive notice of termination without Cause pursuant to Section 5.1 or the Executive provides the Company notice of termination pursuant to Section 5.2, the Company will have the option to place the Executive on paid administrative leave during the notice period.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company Corporation obligation to the Executive pursuant to Sections Section 5.3(b) or (c)5.3(c) or any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company (and Corporation, provide the Corporation with a valid, executed, written release substantially in any event within twenty-one (21) days following the Executive’s last day of employment), execute a general release agreement in substantially the form of attached hereto as Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law)F, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Corporation shall have no obligation to make any payment to the Executive pursuant to Section 5.3(b) or 5.3(c) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release contemplated by this Section 5.4 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall shall, if such payments are actually made and such accelerated vesting is actually effected, constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment, except as allowed under the release contemplated by Section 5.4(a). The Company Corporation and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this AgreementAgreement and any compensation and benefits which the Executive is entitled to hereunder shall not be offset by any compensation or other amounts received by the Executive from third parties or by the claims that the Corporation may have against the Executive. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company, provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall have no obligation to make any payment to the Executive pursuant to Section 5.3(b) or Section 5.3(c) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the general release agreement described in Section 5.4(a) will require that the Executive acknowledge, as a condition to the payment of any benefits under Section 5.3(b) or Section 5.3(c), as applicable, that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment his employment, and the Executive covenants will be required to covenant, as a condition to receiving any such payment (and any such accelerated vesting), not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)5.3(c) or any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment, or such longer of period of time as may be required under applicable law), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to Initial Initial ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement, the Option Agreement or any other stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company, provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. Such release shall be in substantially the form attached hereto as Exhibit E (together with any changes thereto as the Company may determine necessary or appropriate to render the release enforceable to the fullest extent possible, any such change to be communicated to the Executive within ten (10) days of the last day of the Executive’s employment). The Company shall have no obligation to make any payment to the Executive pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on . (c) In the Severance Date, as an officer and director event of any termination of the Executive’s employment with the Company and any Affiliate (regardless of the Companyreason for such termination), and Executive irrevocably resigns from the Board effective as a fiduciary of any benefit plan of the Company or any Affiliate time of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignationtermination.

Release; Exclusive Remedy. (a) This Section 5.4 2 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contraryAgreement. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b) or (cSection 1(b), the Executive shall, upon or promptly following his or her last day of employment with shall provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment), execute with a valid executed general release agreement in substantially the form of attached hereto as Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law"Release"), and such release agreement Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide the final form of Release to the Executive not later than seven (7) days following the Severance Date, and the Executive shall be required to execute and return the Release to the Company within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law) after the Company provides the final form of Release to the Executive. If such Release is not provided within such time period or is revoked, then the Executive shall forfeit any payments or benefits that otherwise would have been provided under Section 1(b). (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) 1 shall constitute the exclusive and sole remedy for any termination of Executive’s employment his employment, and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 1 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate Subsidiary of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate Subsidiary of the CompanyCompany (including with respect to any benefit plan), and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation. (c) In the event that the Company provides the Executive notice of termination without Cause or the Executive provides the Company notice of termination, the Company will have the option to place the Executive on paid administrative leave during any applicable notice period.

Release; Exclusive Remedy. (a) This Section 5.4 10 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contraryAgreement. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(bSection 9(b) or (c6(d), the Executive shall, upon or promptly following his or her last day of employment with shall provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the form of attached hereto as Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law“Release”), and such release agreement Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide the final form of Release to the Executive not later than seven (7) days following the Severance Date, and the Executive shall be required to execute and return the Release to the Company within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law) after the Company provides the form of Release to the Executive. If such Release is not provided within such time period or is revoked, then the Executive shall forfeit any payments or benefits that otherwise would have been provided under Sections 9(b) or 6(d). (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 9 or 6(d) (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employmentif applicable) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 9 or Section 6(d) shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate Subsidiary of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate Subsidiary of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation. (c) In the event that the Company provides the Executive notice of termination without Cause pursuant to Section 8(a) or the Executive provides the Company notice of termination pursuant to Section 8(b), the Company will have the option to place the Executive on paid administrative leave during any notice period.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)Section 5.3(c) or any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to payment of the Severance Benefit or any Company obligation to the Executive pursuant to Sections 5.3(b) accelerate vesting of any equity-based award or (c)bonus on an Involuntary Termination following a Change in Control, the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)Severance Date, execute provide the Company and its Affiliates with a valid, executed general release agreement in a form acceptable to the Company (which form shall be substantially in the same form of as that attached hereto as Exhibit A (with such amendments that A, as may be necessary modified to ensure the release is enforceable to the fullest extent permissible under then take into account changes in applicable law), and such release agreement shall have not been revoked or remain revocable by the Executive pursuant for the seven (7) days immediately following its execution. Failure to timely execute and return such release and not revoke such general release agreement within the applicable period shall be a waiver by the Executive of Executive’s right to the Severance Benefit and any revocation rights afforded by applicable lawaccelerated vesting of any equity-based award or bonus on an Involuntary Termination following a Change in Control. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an any equity-based award or bonus on an Involuntary Termination following a Change in accordance with the terms of such award in connection with the termination of the Executive’s employmentControl) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company, provide Company (and with a valid, executed general release agreement in any event a form acceptable to Company within twenty-one (21) days following the termination of Executive’s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. Company shall have no obligation to make any payment or provide any benefit to Executive pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company, provide Company (and with a valid, executed general release agreement in any event a form acceptable to Company within twenty-one (21) days following the termination of Executive’s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. Company shall have no obligation to make any payment or provide any benefit to Executive pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s her employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)5.3(c) or any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment, or such longer of period of time as may be required under applicable law), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 1.2 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive Employee pursuant to Sections 5.3(bSection 1.1(b) or (c)any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Employee’s employment, the Executive shall, upon or promptly following his or her last day of employment with Employee shall provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable acceptable to the fullest extent permissible under then applicable lawCompany (the “Release”), and such release agreement Release shall have not been revoked by the Executive Employee pursuant to any revocation rights afforded by applicable law. The Company shall provide the final form of Release to the Employee not later than seven (7) days following the Severance Date, and the Employee shall be required to execute and return the Release to the Company within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law) after the Company provides the form of Release to the Employee. (b) The Executive Employee agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) 1.1 shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive Employee covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive Employee acknowledge and agree that there is no duty of the Executive Employee to mitigate damages under this Agreement. All amounts paid to the Executive Employee pursuant to Section 5.3 1.1 shall be paid without regard to whether the Executive Employee has taken or takes actions to mitigate damages. The Executive agrees to resignEmployee hereby irrevocably resigns, on the Severance Date, from the Company and any affiliate of the Company, as an officer and director of the Company and any Affiliate of the Companyaffiliate, and as a fiduciary of any benefit plan of the Company or any Affiliate affiliate of the CompanyCompany (in each case, to the extent the Employee then has any such position), and from each and every other position that the Employee may then otherwise hold with the Company or any of its affiliates. The Employee agrees to promptly execute and provide to the Company any further documentation, as requested by the CompanyCompany (whether before or after the Severance Date), to confirm such resignationresignations.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive Employee pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of Employee’s employment, the Executive Employee shall, upon or promptly following his or her last day of employment with the Company, provide Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary acceptable to ensure the release is enforceable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive Employee pursuant to any revocation rights afforded by applicable law. Company shall have no obligation to make any payment to Employee pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by Employee in accordance with all applicable laws, rules and regulations. (b) The Executive Employee agrees that the general release agreement described in Section 5.4(a) will require that Employee acknowledge, as a condition to the payment of any benefits under Section 5.3(b), that the payments and benefits contemplated by Section 5.3 5.3(b) (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the ExecutiveEmployee’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment his employment, and the Executive covenants Employee will be required to covenant, as a condition to receiving any such payment (and any such accelerated vesting), not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive Employee acknowledge and agree that there is no duty of the Executive Employee to mitigate damages under this Agreement. All amounts paid to the Executive Employee pursuant to Section 5.3 shall be paid without regard to whether the Executive Employee has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b5.3(b)-(c) or (c)any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company, provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the form of Exhibit A to be provided by the Company (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law“Release”), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall have no obligation to make any payment to the Executive pursuant to Sections 5.3(b)-(c) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the Release contemplated by this Section 5.4 becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. (b) The As described with particularity in the Release, the Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 1.2 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(bSection 1.1(b) or (c)any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with shall provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable reasonably acceptable to the fullest extent permissible under then applicable lawCompany (the “Release”), and such release agreement Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide the final form of Release to the Executive not later than seven (7) days following the Severance Date, and the Executive shall be required to execute and return the Release to the Company within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law) after the Company provides the form of Release to the Executive. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 1.1 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 1.1 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option option, restricted stock or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections Section 5.3(b) or (c)any obligation to accelerate vesting of any equity-based award in connection with the termination of Executive’s employment, the Executive shall, upon or promptly following his or her last day of employment with the Company, provide Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the a form of Exhibit A (with such amendments that may be necessary acceptable to ensure the release is enforceable to the fullest extent permissible under then applicable law)Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. Company shall have no obligation to make any payment to Executive pursuant to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based award in the circumstances as otherwise contemplated by the applicable award agreement) unless and until the release agreement contemplated by this Section 5.4 becomes irrevocable by Executive in accordance with all applicable laws, rules and regulations. (b) The Executive agrees that the general release agreement described in Section 5.4(a) will require that Executive acknowledge, as a condition to the payment of any benefits under Section 5.3(b), that the payments and benefits contemplated by Section 5.3 5.3(b) (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment his employment, and the Executive covenants will be required to covenant, as a condition to receiving any such payment (and any such accelerated vesting), not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

Release; Exclusive Remedy. (a) This Section 5.4 3 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contraryAgreement. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b) or (cSection 2(b), the Executive shall, upon or promptly following his or her last day of employment with shall provide the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment)with a valid, execute a executed general release agreement in substantially the form of attached hereto as Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law“Release”), and such release agreement Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide the final form of Release to the Executive not later than seven (7) days following the Severance Date, and the Executive shall be required to execute and return the Release to the Company within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law) after the Company provides the form of Release to the Executive. If such Release is not provided within such time period or is revoked, then the Executive shall forfeit any payments or benefits that otherwise would have been provided under Section 2 (b). (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) 2 shall constitute the exclusive and sole remedy for any termination of Executive’s his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 2 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate Subsidiary of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate Subsidiary of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation. (c) In the event that the Company provides the Executive notice of termination without Cause or the Executive provides the Company notice of termination, the Company will have the option to place the Executive on paid administrative leave during any applicable notice period.