Release Requirement. Notwithstanding any provision herein to the contrary, except as otherwise determined by the Company, in order for the Grantee to receive Shares pursuant to the settlement of Vested RSUs under Section 6(a), (b), (c), (d) or (e) above, the Grantee (or the representative of his or her estate) must execute and deliver to the Company a general release and waiver of claims against the Company, its Subsidiaries and their directors, officers, employees, shareholders and other affiliates in a form that is satisfactory to the Company (the “Release”). The Release must become effective and irrevocable under applicable law no later than 60 days following the date of the Grantee’s death, termination of employment or transfer of position, as applicable.
Release Requirement. The payment of any Death/Disability Benefits, Non-CIC Severance Benefits or the CIC Severance Benefits (collectively, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s estate, as applicable) executing and not revoking a customary general release of claims against the Company and its subsidiaries and affiliates (the “Company Group”), and their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and all those connected with any of them (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive (or Executive’s estate, as applicable) within 5 days following the Termination Date, and must be executed by Executive (or Executive’s estate, as applicable) within the timeframe set forth therein (which shall be no less than 21 days from the date the Release is provided to Executive (or Executive’s estate, as applicable), or 45 days from such date in the event of a group termination). The Release will not be effective until it has been signed by Executive (or Executive’s estate, as applicable) and any applicable revocation period set forth therein has expired without Executive (or Executive’s estate, as applicable) revoking the Release (the date of such effectiveness, the “Release Effective Date”). Notwithstanding anything to the contrary in this Section 5 or otherwise in this Agreement, no Severance Benefits shall be paid or provided until the Release Effective Date, and any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this Section 5 shall be paid as soon as practicable after the Release Effective Date (and no later than the next payroll period following the Release Effective Date; provided that if the period during which Executive may execute and deliver the Release spans two calendar years, no Severance Benefits will be paid or provided until the second calendar year).
Release Requirement. The Company will be obligated to provide the severance benefits set forth in this Section 5 (except in the case of death) only if the Executive executes and does not revoke a complete release of any and all claims that the Executive may have against the Company and its affiliates, substantially in the form attached hereto as Exhibit A, with such changes as are required to comply with applicable law at the time of the Executive’s termination of employment or as reasonably determined by Company counsel to be necessary or appropriate (the “Release”). Such Release shall become effective upon the expiration of the revocation period contemplated thereby, as long as the Executive does not revoke the Release during such revocation period. Notwithstanding anything to the contrary, if the Release is not effective as of the scheduled payment date for the Executive’s receipt of the payments and/or benefits set forth in this Section 5 (other than subsection (a)) (e.g., on the sixtieth (60th) day following the Executive’s termination date), the Executive will forfeit such payments and/or benefits.
Release Requirement. As a condition to the Executive becoming entitled to the severance benefits under Section 1(b) (other than the Accrued Obligations), the Executive shall be required to execute within twenty-one (21) days after the Executive’s termination of employment a general release and waiver in favor of the Company and its affiliates in exactly the form provided by the Company without alteration or addition (the “Release Agreement”), which Release Agreement shall be provided by the Company to the Executive no later than five (5) business days after the date of termination.
Release Requirement. To be eligible for the Severance Benefits pursuant to Section 10(a)-(b) and the Change of Control Severance Benefits pursuant to Section 10(c) above, you must satisfy the following release requirement (the “Release Requirement”): You must timely execute and return to the Company a signed and dated general release of all known and unknown claims in a separation agreement acceptable to the Company (the “Release and Waiver”) within the applicable deadline set forth therein, but in no event later than forty-five (45) calendar days following your termination date, and permit the Release and Waiver to become effective and irrevocable in accordance with its terms (such effective date of the Release and Waiver, the “Release Effective Date”). No Severance Benefits or Change of Control Severance Benefits will be paid or provided hereunder prior to such Release Effective Date. You may be required by the separation agreement to provide reasonable transitional services as a condition to receiving the Severance Benefits and/or the Change of Control Severance Benefits.
Release Requirement. Notwithstanding any provision of this Agreement to the contrary, the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto will not become nonforfeitable or payable pursuant to Section 2(d) of this Agreement as a result of a Termination Without Cause or pursuant to Section 2(b)(ii)(E) of this Agreement as a result of a termination of employment for Good Reason by Grantee or without Cause by Successor unless, to the extent permitted by applicable law, Grantee signs, does not revoke, and agrees to be bound by a general release of claims in a form provided by the Company which release must be signed, and any applicable revocation period shall have expired within 30 or 60 days (as specified by the Company at the time such release is provided) of Grantee’s termination of employment (such 30 day or 60 day period, as applicable, the “Review Period”). In the event such Review Period begins in 1 taxable year of the Grantee, and ends in a 2nd taxable year of the Grantee, then to the extent necessary to avoid any penalties or additional taxes under Section 409A of the Code, no payment shall be made before the 2nd taxable year.
Release Requirement. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall not make or provide the Severance Benefits or the Change in Control Severance Benefits (in each case, other than the Accrued Amounts), unless the Executive timely executes and delivers to the Company a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becomes effective and irrevocable within sixty (60) days following the Executive’s Termination Date. If the foregoing requirements are not satisfied by the Executive, then no Severance Benefits nor Change in Control Severance Benefits (in each case, other than the Accrued Amounts) shall be due to the Executive pursuant to this Agreement.
Release Requirement. Notwithstanding anything in this Agreement to the contrary, Executive’s right to receive the Salary Continuation Payments or the Change of Control Severance Payment, as applicable, is conditioned on Executive’s execution and delivery of a separation agreement and release of claims in favor of the Equity Group, its officers, directors, employees and agents in a form provided by the Bank (the “Release”) and such Release becoming effective and irrevocable within 60 days following the Termination Date (such 60-day period, the “Release Execution Period”). The Release will include an affirmation of the restrictive covenants set forth in Section 4, and will be in a form and substance satisfactory to the Bank.
Release Requirement. Payment and provision of the benefits set forth in Sections 4.2.2, 4.2.3 and 4.2.4 (other than the Accrued Benefits) is subject to the Executive’s (or, as applicable, the Executive’s estate’s or legal representative’s) execution of a general release of claims and covenant not to sue in form and substance satisfactory to the Company, such that such release becomes effective, with all revocation periods having expired unexercised, within sixty (60) days after the Termination Date. Notwithstanding the foregoing, if payment of any of the severance benefits set forth in Sections 4.2.2, 4.2.3 or 4.2.4 (other than the Accrued Benefits) could commence in more than one taxable year based on when the release could become effective, then to the extent required by Section 409A (as defined below), any such payments that would have been made during the calendar year in which the Executive’s employment terminates instead shall be withheld and paid on the first payroll date in the calendar year immediately after the calendar year in which the Executive’s employment terminates, with all remaining payments to be made as if no such delay had occurred.
Release Requirement. Notwithstanding any provision herein to the contrary, as a condition to the Executive’s receipt of any post-termination benefits pursuant to this Agreement, (i) the Executive shall execute a release of all claims in favor of Invacare in the form attached hereto as Exhibit B (the “Release”) within the sixty (60) day period following the Termination Date and (ii) any applicable revocation period has expired during such sixty (60) day period without the Executive’s revocation of the Release. In the event the Executive does not sign, or signs and revokes the Release, within the sixty (60) day period following the Termination Date, the Executive shall not be entitled to the aforesaid payments and benefits.
