Common use of Release; Payment Timing Clause in Contracts

Release; Payment Timing. Any obligation of the Company to provide the severance payments or other benefits (including accelerated vesting of stock options and other equity awards) described in this Section 8 (for the avoidance of doubt, other than Accrued Compensation), is conditioned on Executive’s execution of a separation and release of claims agreement in the form provided by the Company (which will include, at a minimum, a release of all releasable claims, non-disparagement and cooperation obligations, a reaffirmation of Executive’s continuing obligations under the Restrictive Covenants Agreement, and an agreement not to compete with the Company for twelve (12) months following Executive’s separation from employment) (the “Release”), which Release must become irrevocable within sixty (60) days following the date of such termination of employment (or such shorter period as may be directed by the Company). The Release shall not require Executive to release (i) claims for indemnification in Executive’s capacity as an officer or director of the Company under the Company’s Certificate of Incorporation, Bylaws, insurance or other written agreements, if any, providing for director or officer indemnification, (ii) rights to receive insurance payments under any policy maintained by the Company, (iii) vested rights as an equity holder or option holder, (iv) rights to receive retirement and other benefits that are accrued and fully vested at the time of Executive’s termination, and (v) any other claims that cannot be released as a matter of law. Subject to the terms of Exhibit A, any payments to be made either in a lump sum or in the form of salary continuation pursuant to the terms of this Agreement shall be payable in accordance with the normal payroll practices of the Company, with such payment or, as may be applicable, the first such payment (which shall be retroactive to the day immediately following the date of Executive’s termination of employment) due and payable in the first regular payroll following the date the Release becomes effective. Notwithstanding the foregoing, if the date Executive’s employment terminates occurs in one taxable year and the date that is sixty (60) days following such termination date occurs in a second taxable year, to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payment or, as may be applicable, first payment shall not be made prior to the first regular payroll of the second taxable year. For the avoidance of doubt, if Executive does not execute a Release within the period specified in this Section 8(d), or if Executive revokes the executed Release within the time period permitted by law, Executive will not be entitled to any payments or benefits (including the accelerated vesting of stock options or other equity awards) set forth herein (other than the Accrued Compensation), any stock options and other equity awards that vested on account of such termination as provided for in this Agreement shall be cancelled with no consideration due to Executive, and the Company will not have any further obligations to Executive under this Agreement or otherwise. Executive agrees that, should Executive become eligible to participate in the health and, if applicable, dental, plan of any subsequent employer while the Company is making payments to Executive pursuant to Section 8(a)(ii) or Section 8(b)(ii), as may be applicable, Executive will provide the Company with written notice thereof within five (5) business days of such eligibility.

Release; Payment Timing. Any obligation of the Company to provide the severance payments or other benefits (including accelerated vesting of stock options and other equity awards) described in this Section 8 (for the avoidance of doubt, other than Accrued Compensation), is conditioned on Executive’s execution of a separation and release of claims agreement in the form provided by the Company (which will include, at a minimum, a release of all releasable claims, non-disparagement and cooperation obligations, a reaffirmation of Executive’s continuing obligations under ActiveUS 186907272​ ​ the Restrictive Covenants Agreement, and an agreement not to compete with the Company for twelve (12) months following Executive’s separation from employment) (the “Release”), which Release must become irrevocable within sixty (60) days following the date of such termination of employment (or such shorter period as may be directed by the Company). The Release shall not require Executive to release (i) claims for indemnification in Executive’s capacity as an officer or director of the Company under the Company’s Certificate of Incorporation, Bylaws, insurance or other written agreements, if any, providing for director or officer indemnification, (ii) rights to receive insurance payments under any policy maintained by the Company, (iii) vested rights as an equity holder or option holder, (iv) rights to receive retirement and other benefits that are accrued and fully vested at the time of Executive’s termination, and (v) any other claims that cannot be released as a matter of law. Subject to the terms of Exhibit A, any payments to be made either in a lump sum or in the form of salary continuation pursuant to the terms of this Agreement shall be payable in accordance with the normal payroll practices of the Company, with such payment or, as may be applicable, the first such payment (which shall be retroactive to the day immediately following the date of Executive’s termination of employment) due and payable in the first regular payroll following the date the Release becomes effective. Notwithstanding the foregoing, if the date Executive’s employment terminates occurs in one taxable year and the date that is sixty (60) days following such termination date occurs in a second taxable year, to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payment or, as may be applicable, first payment shall not be made prior to the first regular payroll of the second taxable year. For the avoidance of doubt, if Executive does not execute a Release within the period specified in this Section 8(d), or if Executive revokes the executed Release within the time period permitted by law, Executive will not be entitled to any payments or benefits (including the accelerated vesting of stock options or other equity awards) set forth herein (other than the Accrued Compensation), any stock options and other equity awards that vested on account of such termination as provided for in this Agreement shall be cancelled with no consideration due to Executive, and the Company will not have any further obligations to Executive under this Agreement or otherwise. Executive agrees that, should Executive become eligible to participate in the health and, if applicable, dental, plan of any subsequent employer while the Company is making payments to Executive pursuant to Section 8(a)(ii) or Section 8(b)(ii), as may be applicable, Executive will provide the Company with written notice thereof within five (5) business days of such eligibility.