Common use of Release Prior to Payment of Benefits Clause in Contracts

Release Prior to Payment of Benefits. Prior to the payment of any of the Separation Benefits, Executive shall execute, and allow to become effective, the Release within the time frame set forth therein, but not later than sixty (60) days following Executive’s Separation from Service (the “Release Effective Date”). Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s continuing obligations to the Company (including but not limited to obligations under any confidentiality and/or non-solicitation agreement with the Company). No Separation Benefits will be paid prior to the Release Effective Date. Within five (5) days following the Release Effective Date, the Company will pay Executive the Separation Benefits Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the benefits being paid as originally scheduled. Unless a Change in Control has occurred, the Board, in its sole discretion, may modify the form of the required Release to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with Executive. Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that any of the Separation Benefits constitute “deferred compensation” under Section 409A (defined below), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, no Separation Benefits will be paid prior to the sixtieth (60th) day following Executive’s Separation from Service. On the sixtieth (60th) day following the date of Separation from Service, the Company will pay to Executive in a lump sum the applicable Separation Benefits that Employee would otherwise have received on or prior to such date, with the balance of the Separation Benefits being paid as originally scheduled.

Release Prior to Payment of Benefits. Prior Upon the occurrence of a Change in Control Termination or a Covered Termination, as applicable, and prior to the provision or payment of any benefits under this Agreement on account of the Separation Benefitssuch Change in Control Termination or Covered Termination, as applicable, Executive shall executemust execute a general waiver and release in substantially the form attached hereto and incorporated herein as Exhibit A, Exhibit B, or Exhibit C, as appropriate (each a “Release”), and allow to such Release must become effective, the Release within the time frame set forth thereineffective in accordance with its terms, but not in no event later than sixty (60) days following Executive’s Separation from Service (the “Release Effective Termination Date”). Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s continuing obligations to the Company (including but not limited to obligations under any confidentiality and/or non-solicitation agreement with the Company). No Separation Benefits will amount shall be paid prior to such date. Instead, on the Release Effective Date. Within five (5) days first regularly-scheduled payroll date occurring on or after the 60th day following the Release Effective Termination Date, the Company will pay Executive the Separation Benefits severance amount that Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the benefits severance amount being paid as originally scheduled. Unless The Company may modify the Release in its discretion to comply with changes in applicable law at any time prior to Executive’s execution of such Release. Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s obligations under the Confidentiality Agreement and any similar obligations under applicable law. It is understood that, as specified in the applicable Release, Executive has a certain number of calendar days to consider whether to execute such Release. If Executive does not execute and deliver such Release within the applicable period, no benefits shall be provided or payable under, and Executive shall have no further rights, title or interests in or to any severance benefits or payments pursuant to this Agreement. It is further understood that if Executive is age 40 or older at the time of a Change in Control has occurredTermination or a Covered Termination, as applicable, Executive may revoke the Board, in applicable Release within seven (7) calendar days after its sole discretion, may modify the form of the required Release to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with execution by Executive. Notwithstanding the foregoing, if the Company If Executive revokes such Release within such subsequent seven (or, if applicable, the successor entity thereto7) determines that any of the Separation Benefits constitute “deferred compensation” under Section 409A (defined below), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409Aday period, no Separation Benefits will benefits shall be paid prior to the sixtieth (60th) day following Executive’s Separation from Service. On the sixtieth (60th) day following the date of Separation from Service, the Company will pay to Executive in a lump sum the applicable Separation Benefits that Employee would otherwise have received on provided or prior payable under this Agreement pursuant to such dateChange in Control Termination or Covered Termination, with the balance of the Separation Benefits being paid as originally scheduledapplicable.

Release Prior to Payment of Benefits. Prior to the provision or payment of any benefits under this Agreement on account of the Separation Benefitsa Covered Termination or Change in Control Termination, as applicable, Executive shall executemust execute a general waiver and release of all known and unknown claims in substantially the form attached hereto as Exhibit A (or in such other form as may later be specified by the Company) (the “Release”), and allow to such release must become effective, the Release within the time frame set forth thereineffective in accordance with its terms, but not in no event later than sixty (60) days following Executive’s Separation from Service the Termination Date (the “Release Effective DateDeadline”). No amount shall be paid under this Agreement prior to the effective date of the Release. The Company may modify the Release in its discretion to comply with changes in applicable law at any time prior to Executive’s execution of such Release. Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s continuing obligations to the Company (including but not limited to obligations under Executive’s written confidentiality or proprietary information agreement (or any confidentiality and/or non-solicitation successor agreement with thereto) and any similar obligations under applicable law. It is understood that, as specified in the Company). No Separation Benefits will be paid prior to the Release Effective Date. Within five (5) days following the Release Effective Date, the Company will pay Executive the Separation Benefits Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the applicable Release, with Executive has a certain number of calendar days to consider whether to execute such Release. If Executive does not execute such Release within the balance applicable period, Executive shall have no further rights, title or interests in or to any severance benefits or payments pursuant to, this Agreement. It is further understood that if Executive is aged 40 years old or older at the time of the benefits being paid as originally scheduled. Unless a Change in Control has occurredTermination or a Covered Termination, as applicable, Executive may revoke the Board, applicable Release in writing within seven (7) calendar days after its sole discretion, may modify the form of the required Release to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with execution by Executive. Notwithstanding the foregoing, if the Company If Executive revokes such Release within such subsequent seven (or, if applicable, the successor entity thereto7) determines that any of the Separation Benefits constitute “deferred compensation” under Section 409A (defined below), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409Aday period, no Separation Benefits will benefits shall be paid prior to the sixtieth (60th) day following Executive’s Separation from Service. On the sixtieth (60th) day following the date of Separation from Service, the Company will pay to Executive in a lump sum the applicable Separation Benefits that Employee would otherwise have received on provided or prior payable under this Agreement pursuant to such dateCovered Termination or Change in Control Termination, with the balance of the Separation Benefits being paid as originally scheduledapplicable.

Release Prior to Payment of Benefits. Prior Upon the occurrence of a Change in Control Termination or a Covered Termination, as applicable, and prior to the provision or payment of any benefits under this Agreement on account of the Separation Benefitssuch Change in Control Termination or Covered Termination, as applicable, Executive shall executemust execute a general waiver and release in substantially the form attached hereto and incorporated herein as Exhibit A, or Exhibit B, as appropriate (each a “Release”), and allow to such release must become effective, the Release within the time frame set forth thereineffective in accordance with its terms, but not in no event later than sixty (60) 60 days following Executive’s Separation from Service (the “Release Effective Termination Date”). Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s continuing obligations to the Company (including but not limited to obligations under any confidentiality and/or non-solicitation agreement with the Company). No Separation Benefits will amount shall be paid prior to such date. Instead, on the Release Effective Date. Within five (5) days 60th day following the Release Effective Termination Date, the Company FivePrime will pay Executive the Separation Benefits severance amount that Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the benefits severance amount being paid as originally scheduled. Unless FivePrime may modify the Release in its discretion to comply with changes in applicable law at any time prior to Executive’s execution of such Release. Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s obligations under Executive’s Proprietary Information and Inventions Agreement (or any successor agreement thereto) and any similar obligations under applicable law. It is understood that, as specified in the applicable Release, Executive has a certain number of calendar days to consider whether to execute such Release. If Executive does not execute such Release within the applicable period, no benefits shall be provided or payable under, and Executive shall have no further rights, title or interests in or to any severance benefits or payments pursuant to, this Agreement. It is further understood that in connection with a Change in Control has occurredTermination or a Covered Termination, as applicable, Executive may revoke the Board, in applicable Release within seven calendar days after its sole discretion, may modify the form of the required Release to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with execution by Executive. Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that any of the Separation Benefits constitute “deferred compensation” under Section 409A (defined below), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409AIf Executive revokes such Release within such subsequent seven-day period, no Separation Benefits will benefits shall be paid prior to the sixtieth (60th) day following Executive’s Separation from Service. On the sixtieth (60th) day following the date of Separation from Service, the Company will pay to Executive in a lump sum the applicable Separation Benefits that Employee would otherwise have received on provided or prior payable under this Agreement pursuant to such dateChange in Control Termination or Covered Termination, with the balance of the Separation Benefits being paid as originally scheduledapplicable.

Release Prior to Payment of Benefits. Prior to the payment of any of the Separation Change in Control Severance Benefits or the Severance Benefits, as applicable, Executive shall execute, and allow to become effective, the Release within the time frame set forth therein, but not later than sixty (60) days following Executive’s Separation from Service Change in Control Termination or Involuntary Termination, as applicable (the “Release Effective Date”). Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s continuing obligations to the Company (including but not limited to obligations under any confidentiality and/or non-solicitation agreement with the CompanyProprietary Information Agreement). No Separation Change in Control Severance Benefits or Severance Benefits, as applicable, will be paid prior to the Release Effective Date. Within five (5) days following the Release Effective Date, the Company will pay Executive the Change in Control Separation Benefits or Severance Benefits, as applicable, Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the benefits being paid as originally scheduled. Unless a Change in Control has occurred, the Board, in its sole discretion, may modify the form of the required Release to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with Executive. Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that any of the Separation Change in Control Severance Benefits or any of the Severance Benefits constitute “deferred compensation” under Section 409A (defined below), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, no Separation Change in Control Severance Benefits or Severance Benefits, as applicable, will be paid prior to the sixtieth (60th) day following Executive’s Separation from Servicetermination date. On the sixtieth (60th) day following the date of Separation from Servicetermination, the Company will pay to Executive in a lump sum the applicable Separation Change in Control Severance Benefits or Severance Benefits, as applicable, that Employee would otherwise have received on or prior to such date, with the balance of the Separation Change in Control Severance Benefits or Severance Benefits, as applicable, being paid as originally scheduled.

Release Prior to Payment of Benefits. Prior Notwithstanding anything to the payment of any of contrary set forth herein, Employee shall receive the Separation Benefitsbenefits set forth in this Agreement if and only if Employee duly executes and returns to the Company, Executive shall execute, and allow to become effective, the Release within the applicable time frame period set forth therein, therein but not later in no event more than sixty (60) days following Executive’s Separation from Service (the “Release Effective Date”). Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s continuing obligations to the Company (including but not limited to obligations under any confidentiality and/or nonforty-solicitation agreement with the Company). No Separation Benefits will be paid prior to the Release Effective Date. Within five (545) days following the date of the applicable Covered Termination, the Company’s standard form of release of claims in favor of the Company attached to this Agreement as [Exhibit A or Exhibit B] [Exhibit A, Exhibit B, or Exhibit C], as appropriate (each a “Release”), and permits the release of claims contained therein to become effective in accordance with its terms (such latest permitted effective date, the “Separation Agreement Deadline”). If the Release Effective Datedoes not become effective by the Separation Agreement Deadline, Employee will not have any rights to the benefits under this Agreement. Notwithstanding any other payment schedule set forth in this Agreement, none of the benefits will be paid or otherwise delivered prior to the effective date of the Release. On the first regular payroll pay day following the effective date of the Release, the Company will pay Executive Employee or otherwise make available to Employee the Separation Benefits Executive benefits Employee would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the benefits being paid as originally scheduled. Unless a Change in Control has occurred, the Board, in its sole discretion, may modify the form of the required Release to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with Executive. Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that any of the Separation Benefits constitute “deferred compensation” under Section 409A (defined below), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, no Separation Benefits will be paid prior to the sixtieth (60th) day following Executive’s Separation from Service. On the sixtieth (60th) day following the date of Separation from Service, the Company will pay to Executive in a lump sum the applicable Separation Benefits that Employee would otherwise have received on or prior to such date, with the balance of the Separation Benefits being paid as originally scheduled.

Release Prior to Payment of Benefits. Prior Upon the occurrence of a Change in Control Termination or a Covered Termination, as applicable, and prior to the provision or payment of any benefits under this Agreement on account of the Separation Benefitssuch Change in Control Termination or Covered Termination, as applicable, Executive shall executemust execute a general waiver and release in substantially the form attached hereto and incorporated herein as Exhibit A, Exhibit B, or Exhibit C, as appropriate (each a “Release”), and allow to such release must become effective, the Release within the time frame set forth thereineffective in accordance with its terms, but not in no event later than sixty (60) 60 days following Executive’s Separation from Service (the “Release Effective Termination Date”). Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s continuing obligations to the Company (including but not limited to obligations under any confidentiality and/or non-solicitation agreement with the Company). No Separation Benefits will amount shall be paid prior to such date. Instead, on the Release Effective Date. Within five (5) days 60th day following the Release Effective Termination Date, the Company FivePrime will pay Executive the Separation Benefits severance amount that Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the benefits severance amount being paid as originally scheduled. Unless FivePrime may modify the Release in its discretion to comply with changes in applicable law at any time prior to Executive’s execution of such Release. Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s obligations under Executive’s Proprietary Information and Inventions Agreement (or any successor agreement thereto) and any similar obligations under applicable law. It is understood that, as specified in the applicable Release, Executive has a certain number of calendar days to consider whether to execute such Release. If Executive does not execute such Release within the applicable period, no benefits shall be provided or payable under, and Executive shall have no further rights, title or interests in or to any severance benefits or payments pursuant to, this Agreement. It is further understood that if Executive is age 40 or older at the time of a Change in Control has occurredTermination or a Covered Termination, as applicable, Executive may revoke the Board, in applicable Release within seven calendar days after its sole discretion, may modify the form of the required Release to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with execution by Executive. Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that any of the Separation Benefits constitute “deferred compensation” under Section 409A (defined below), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409AIf Executive revokes such Release within such subsequent seven-day period, no Separation Benefits will benefits shall be paid prior to the sixtieth (60th) day following Executive’s Separation from Service. On the sixtieth (60th) day following the date of Separation from Service, the Company will pay to Executive in a lump sum the applicable Separation Benefits that Employee would otherwise have received on provided or prior payable under this Agreement pursuant to such dateChange in Control Termination or Covered Termination, with the balance of the Separation Benefits being paid as originally scheduledapplicable.

Release Prior to Payment of Benefits. Prior to the payment of any of the Change in Control Separation Benefits, Executive shall execute, and allow to become effective, the Release within the time frame set forth therein, but not later than sixty (60) days following Executive’s Separation from Service Involuntary Termination (the “Release Effective Date”). Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s continuing obligations to the Company (including but not limited to obligations under any confidentiality and/or non-solicitation agreement with the CompanyNoncompetition Agreement, as defined below). No Change in Control Separation Benefits will be paid prior to the Release Effective Date. Within five (5) days following the Release Effective Date, the Company will pay Executive the Change in Control Separation Benefits Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the benefits being paid as originally scheduled. Unless a Change in Control has occurred, the Board, in its sole discretion, may modify the form of the required Release to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with Executive. Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that any of the Change in Control Separation Benefits constitute “deferred compensation” under Section 409A (defined below), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, no Change in Control Separation Benefits will be paid prior to the sixtieth (60th) day following Executive’s Separation from ServiceInvoluntary Termination. On the sixtieth (60th) day following the date of Separation from ServiceInvoluntary Termination, the Company will pay to Executive in a lump sum the applicable Change in Control Separation Benefits that Employee would otherwise have received on or prior to such date, with the balance of the Change in Control Separation Benefits being paid as originally scheduled.