Common use of Release Requirement Clause in Contracts

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 payment of any Death/Disability Benefits, Non-CIC As a condition to receiving the Severance Benefits in Section 6(b) or the CIC COC Severance Benefits (collectivelyin Section 6(c) of this Agreement, the “Severance Benefits”), as applicable, Executive shall be conditioned required to: (i) execute on Executive or before the Release Expiration Date (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”defined below), and their respective pastnot revoke within any time provided by the Company to do so, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and a release of all those connected with any of them claims in a form acceptable to the Company (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive shall release the Company and each of its Affiliates and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (or and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of the Executive’s estateemployment with the Company and each of its Affiliates or the termination of such employment, as applicablebut excluding all claims to the Severance Benefits or COC Severance Benefits the Executive may have under this Section 6, rights to vested benefits or continuation coverage under Company-sponsored health and retirement plans pursuant to the terms of such plans, and rights to defense and indemnification from the Company in accordance with the Company’s governing documents or any separate indemnification agreement entered into between the Executive and the Company, and any directors and officers liability insurance in accordance with the terms of such insurance policies; and (ii) within 5 days following abide by all of the Termination Executive’s post-separation obligations hereunder in Sections 9, 10 and 11 of this Agreement (and in any other agreement between the Executive and the Company). If the Release is not executed and returned to the Company on or before the Release Expiration 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 required revocation period has not fully expired without revocation of the Release is provided to by the Executive, then the Executive (or Executive’s estate, as applicable), or 45 days from such date in the event of a group termination). The Release will shall not be effective until it has been signed by Executive (entitled to any portion of the Severance Benefits 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 effectivenessCOC Severance Benefits. As used herein, the “Release Effective Expiration Date”). Notwithstanding anything ” is that date that is 21 days following the date upon which the Company delivers the Release to the contrary in this Section 5 or otherwise in this Agreement, no Severance Benefits Executive (which 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 occur no later than 7 days after the next payroll period Termination Date and which number of days shall be counted in accordance with the requirements of the Age Discrimination in Employment Act of 1967 (“ADEA”)) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in ADEA), the date that is 45 days 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)such delivery date.

Release Requirement. The payment As a condition to Employee receiving any pay or benefits under subparagraph A(2) or B(2) of any Death/Disability Benefits, Non-CIC Severance Benefits this Paragraph 13 or the CIC Severance Benefits under Paragraph 18 (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), Employee must sign (and not revoke) a written release agreement (“Release”) containing any terms specified by Corporation for (i) Employee’s release of Corporation and its affiliates from all claims arising from Employee’s employment or 45 termination, (ii) Employee’s non-revocation of that release during the seven (7)-day period applicable to age-based claims, and (iii) Employee’s promise to comply with specified confidentiality, noncompetition and/or nonsolicitation provisions. Corporation will terminate Employee’s eligibility for severance pay and benefits if she fails to sign, if she revokes, or if she fails to follow the terms of this Release and if it is not signed and returned to Corporation within the earlier of (i) the deadline specified by Corporation, or (ii) sixty (60) days from such date in after Employee’s Actual Termination Date (or Termination Date for purposes of Paragraph 18). Employee must sign the Release after his Actual Termination Date (or Termination Date for purposes of Paragraph 18). In the event that any payment under subparagraph A(2) or B(2) of a group termination). The Release will not be effective until it has been signed by Executive this Paragraph 13 or under Paragraph 18 (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 effectivenessis not exempt from Code Section 409A, the “Release Effective Date”). Notwithstanding anything to payment timing is based on the contrary in signing of this Section 5 or otherwise in this Agreement, no Severance Benefits shall be paid or provided until the Release Effective DateRelease, 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 in which Executive may execute Employee could timely sign and deliver return the Release release spans two (2) calendar years, no Severance Benefits will such payment shall in all events be paid or provided until made in the second such calendar year). Notwithstanding the foregoing, if the payment timing of any portion of payments or benefits, which rely solely on the short-term deferral rule to be exempt from Code Section 409A, would be delayed beyond the short-term deferral rule period due to Employee’s late signing of the Release, such portion shall be forfeited.

Release Requirement. The payment As a condition to Employee receiving any benefits under subparagraph C(3) of any Death/Disability Benefitsthis Paragraph 14, Non-CIC Severance Benefits or the CIC Severance Benefits Employee must sign (collectively, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s estate, as applicable) executing and not revoking revoke) a customary general written release of claims against the Company and its subsidiaries and affiliates agreement (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”)) containing any terms specified by Corporation for (i) Employee’s release of Corporation and its affiliates from all claims arising from Employee’s employment or termination, in substantially (ii) Employee’s non-revocation of that release during the form attached hereto as Exhibit Aseven (7)-day period applicable to age-based claims, which and (iii) Employee’s promise to comply with specified confidentiality, noncompetition and/or nonsolicitation provisions. Corporation will terminate Employee’s eligibility for severance pay and benefits if he fails to sign, if he revokes, or if he fails to follow the terms of this Release will be provided and if it is not signed and returned to Executive Corporation within the earlier of (i) the deadline specified by Corporation, or Executive(ii) sixty (60) days after Employee’s estate, as applicable) within 5 days following the Actual Termination Date. Employee must sign the Release after his Actual Termination Date. In the event that any payment under subparagraph C(3) of this Paragraph 14 is not exempt from Code Section 409A, the payment timing is based on the signing of this Release, 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 in which Executive may execute Employee could timely sign and deliver return the Release release spans two (2) calendar years, no Severance Benefits will such payment shall in all events be paid or provided until made in the second such calendar year). Notwithstanding the foregoing, if the payment timing of any portion of payments or benefits, which rely solely on the short-term deferral rule to be exempt from Code Section 409A, would be delayed beyond the short-term deferral rule period due to Employee’s late signing of the Release, such portion shall be forfeited.

Release Requirement. The payment As a condition precedent to the Executive’s eligibility for and receipt of any Death/Disability the Severance Benefits, Non-CIC Enhanced Severance Benefits Amount or Retirement Benefits, as the CIC Severance Benefits (collectivelycase may be, the “Severance Benefits”), as applicable, shall be conditioned on Executive (or Executive’s estate, as applicable) executing must first execute a separation and not revoking a customary general release of claims against agreement in substantially the form provided by 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 attached hereto as Exhibit A (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 the time period specified in such Release (which shall be no more than forty-five (45) calendar days following the Termination Date), and must refrain from revoking such Release to the extent a revocation option is provided therein (which revocation period shall be executed by Executive no more than seven (or 7) calendar days after the Executive’s estateexecution of the Release, unless otherwise provided by applicable law). Notwithstanding any provision to the contrary, (i) except as otherwise provided in clause (ii) below, (A) the first installment of the Severance Benefits, (B) the Enhanced Severance Amount, and (C) the Retirement Benefits, as applicable, will be made on the Company’s next regular payday following the expiration of sixty (60) within calendar days from the timeframe set forth therein Termination Date; provided, that the first payment of the Severance Benefits shall include any installment amounts relating to payrolls that became payable during such sixty (which 60) day period and that were not paid to the Executive, and (ii) if the Termination Date occurs (A) during the Protection Period and (B) prior to a Change in Control, then the Enhanced Severance Amount shall be no less than 21 paid on the Company’s next regular payday following the expiration of sixty (60) calendar 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 Change 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)Control.

Release Requirement. The payment As a condition of receiving any Death/Disability Benefitspayments under Section 8(a) other than the Accrued Obligations or other rights, Non-CIC Severance Benefits or the CIC Severance Benefits (collectively, the “Severance Benefits”), compensation and/or benefits as applicable, shall may 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 due to Executive (or Executive’s beneficiary, legal representative(s) or estate) in accordance with the terms and provisions of any agreements, as applicableplans or programs of the Company (collectively, the “Non-Releasable Obligations”), Executive shall execute a release, in a form reasonably acceptable to the Company, thereby releasing the Company and its affiliates from any and all obligations and liabilities to the Executive arising from or in connection with the Executive’s employment or termination of employment with the Company and its affiliates, other than the Non-Releasable Obligations and the benefits and indemnification obligations provided pursuant to Sections 23, 24 and 25 of this Agreement, to the fullest extent permitted by law. Such release will be provided by the Company to the Executive within five (5) within 5 days following the Termination Date, termination of the Executive’s employment and must be executed and returned (and not revoked) by the Executive to the Company within 60 days following such termination of employment. If the Executive executes the release and does not revoke the release within 60 days of his or her termination of employment, payment of the severance payments and benefits will be made (or Executive’s estatecommence, as applicablein the case of installments) within on the timeframe set forth therein (which Severance Payment Date; provided, that the Pro-Rated Bonus shall be no less than 21 days from paid on the date later of (i) the Release is provided to Executive Severance Payment Date and (or Executive’s estate, as applicable), or 45 days from such date ii) the time specified 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 applicableSection 8(a)(ii) 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”)hereof. Notwithstanding anything in this Agreement to the contrary contrary, if the Executive does not execute the release and/or the release does not become irrevocable within 60 days of such termination of employment, the Executive shall not receive any severance payments or benefits under Section 8(a) other than the Non-Releasable Obligations. Further, notwithstanding anything in this Section 5 or otherwise in this AgreementAgreement to the contrary, if the Company does not provide such release to Executive within thirty (30) days following the termination of the Executive’s employment, no Severance Benefits such release shall be paid or provided until the Release Effective Date, and required as a condition of receipt of any Severance Benefits that would have otherwise been paid prior to the Release Effective Date pursuant to this benefits under 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 year8(a).

Release Requirement. The payment of any Death/Disability Benefits, Non-CIC As a condition to receiving the Severance Benefits in Section 6(b) or the CIC COC Severance Benefits (collectivelyin Section 6(c) of this Agreement, the “Severance Benefits”), as applicable, Executive shall be conditioned required to: (i) execute on Executive or before the Release Expiration Date (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”defined below), and their respective pastnot revoke within any time provided by the Company to do so, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, predecessors, successors and assigns, and a release of all those connected with any of them claims in a form acceptable to the Company (the “Release”), in substantially the form attached hereto as Exhibit A, which Release will be provided to Executive shall release the Company and each of its Affiliates and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (or and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of the Executive’s estateemployment with the Company and each of its Affiliates or the termination of such employment, as applicablebut excluding all claims to the Severance Benefits or COC Severance Benefits the Executive may have under this Section ‎6, rights to vested benefits or continuation coverage under Company-sponsored health and retirement plans pursuant to the terms of such plans, and rights to defense and indemnification from the Company in accordance with the Company’s governing documents or any separate indemnification agreement entered into between the Executive and the Company, and any directors and officers liability insurance in accordance with the terms of such insurance policies; and (ii) within 5 days following abide by all of the Termination Executive’s post-separation obligations hereunder in Sections ‎9, ‎10 and ‎11 of this Agreement (and in any other agreement between the Executive and the Company). If the Release is not executed and returned to the Company on or before the Release Expiration 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 required revocation period has not fully expired without revocation of the Release is provided to by the Executive, then the Executive (or Executive’s estate, as applicable), or 45 days from such date in the event of a group termination). The Release will shall not be effective until it has been signed by Executive (entitled to any portion of the Severance Benefits 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 effectivenessCOC Severance Benefits. As used herein, the “Release Effective Expiration Date”). Notwithstanding anything ” is that date that is 21 days following the date upon which the Company delivers the Release to the contrary in this Section 5 or otherwise in this Agreement, no Severance Benefits Executive (which 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 occur no later than 7 days after the next payroll period Termination Date and which number of days shall be counted in accordance with the requirements of the Age Discrimination in Employment Act of 1967 (“ADEA”)) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in ADEA), the date that is 45 days 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)such delivery date.