Common use of Separation Agreement and Release of Claims Clause in Contracts

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following the Executive’s Qualified Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocable. Except as provided by the following sentence, upon the Release becoming effective, any severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b). Any severance payments or benefits otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 7 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form acceptable to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and provided that such requirement, the “Release Requirement”), which must become release of claims becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination effective date of termination (such deadline, the “Release Deadline”). The Company shall deliver such form to Executive within five (5) business days after the effective date of the termination. No severance or other benefits pursuant to Section 7 will be paid to Executive until the separation agreement and release of claims becomes effective and irrevocable. If the Release separation agreement and release of claims does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocable. Except as provided by the following sentence, upon the Release becoming effective, any severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefitAgreement. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any Any severance payments or benefits under this Agreement that would constitute be considered Deferred Payments Compensation Severance Benefits (as defined below) in Section 24), will be paid on, or or, in the case of installments, will not commence until until, the 61st sixtieth (60th) day after the following Executive’s Qualified Termination“separation from service”, or or, if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such time as required by Section 5(b)24. Any severance installment payments or benefits otherwise payable that would have been made to the Executive during the sixty (60) day period from the date of the immediately following Executive’s Qualified Termination through “separation from service” but for the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) preceding sentence will be paid in a lump sum to the Executive on the Severance Start Date, with any sixtieth (60th) day following Executive’s “separation from service” and the remaining payments to will be made as provided in this Agreement. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 is pursuant to this Agreement will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such requirement, ”) in a form reasonably acceptable to the “Release Requirement”), Company which must become becomes effective and irrevocable no later than the 60th day within sixty (60) days following the Executive’s Qualified Termination employment termination date or such earlier date as required by the Release (such deadline, the “Release Deadline”). If the The Release does not become effective and irrevocable by the Release Deadline, the will provide (among other things) that Executive will forfeit any right not disparage the Company, its directors, or its executive officers, and will contain No-Inducement, No-Solicit and Non-Compete terms consistent with this Agreement. No severance pursuant to severance payments or benefits under Section 3. In no event this Agreement will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. Except Notwithstanding any timing of payment provision in Section 6, in the event severance payments provided under Section 6(a) or Section 6(b) would be considered Deferred Payments (as provided defined in Section 14 below), then the following timing of payments will apply to such Deferred Payments, in each case subject to any delay in payment required by the following sentence, upon provisions of Section 14 (and provided the Release becoming becomes effective): (i) If the Release Deadline is on or before December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and official guidance promulgated thereunder (together, “Section 409A”)) occurs, any portion of the severance payments or benefits provided under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release Section 6(a) or Section 6(b) that would be considered Deferred Payments will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not paid to Executive on or before December 31 of that calendar year or such later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and time as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing14 of this Agreement, if applicable; and (ii) If the Release Deadline is after December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A) occurs, any portion of the severance payments or benefits provided under Section 6(a) or Section 6(b) that would be considered Deferred Payments will be paid on the first payroll date to occur during the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments such separation of service occurs or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such later time as required by (A) the Release Deadline, or (B) Section 5(b). Any severance payments or benefits otherwise payable to the Executive during the period from the date 14 of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement, if applicable.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments payment or benefits upon the Executive’s Qualified Termination under Section 3 is pursuant to Sections 5(a) or (b) will be subject to (i) Employee resigning from all positions Employee may hold as an officer or director of a Company Group member and executing all documents the Executive applicable Company Group member determines, in its sole discretion, are necessary to effectuate such resignations prior to the Release Deadline (as defined below) (such resignation and execution of applicable documents, the “Resignations”), and (ii) Employee signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably satisfactory to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” ”) and provided that such requirement, the “Release Requirement”), which must become becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If the Resignations and the Release does do not become effective and irrevocable by the Release Deadline, the Executive Employee will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Resignations and the Release actually becomes become effective and irrevocable. Except as provided by the following sentenceIf earned, upon the Release becoming effective, any severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date none of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the upon Employee’s Qualified Termination occurs, then any severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) Section 5 will be paid onor otherwise provided prior to the sixtieth (60th) day following Employee’s Qualified Termination. Except with respect to the extent that payments are delayed under Section 6(c), or in on the case of installments, will not commence until first regularly scheduled Company payroll date following the 61st sixtieth (60th) day after the Executivefollowing Employee’s Qualified Termination, the Company will pay or if laterprovide Employee the severance payments and benefits that Employee would otherwise have received under Section 5 on or prior to that date, (i) if with the Executive’s termination date occurs during the Pre-COC Period, on the date balance of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b). Any severance payments and benefits being paid or benefits otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made provided as provided in this Agreementoriginally scheduled.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably satisfactory to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” ”) and provided that such requirement, the “Release Requirement”), which must become becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination Date (such deadline, the “Release DeadlineDeadline Date”). If the Release does not become effective and irrevocable by the Release DeadlineDeadline Date, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocable. Except as provided by the following sentenceSubject to Section 5(d) below, upon the Release becoming effective, (i) any lump sum cash severance payments or benefits payment under Section 3(a)(i) of this Agreement otherwise payable to will be paid on the Executive during the period from the first regularly scheduled payroll date of the Executive’s Qualified Termination through Company following the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after that the Release becomes effective and irrevocable (the “Release Effectiveness Date”), and any lump sum cash severance payment under Sections 3(b)(i)(1) or 3(b)(ii)(1) of this Agreement will be paid on the later of (A) the Release Effectiveness Date or (B) the date of the Change in Control; (ii) any Prorated Bonus Amount will be paid in the calendar year in which occurs the last day of the Company’s fiscal year during which the Terminate Date occurs, but not no later than 61 the fifteenth (15th) day of the third month following the last day of such Company fiscal year; (iii) any taxable installments under Section 5(c) otherwise payable to Executive on or before the Release Effectiveness Date will be paid on the Release Effectiveness Date, and any remaining installments will be paid as specified in this Agreement; and (iv) any Time‑based Awards that are restricted stock units, performance shares, performance units, and similar full value awards that accelerate vesting under Section 3(b)(i)(4) or 3(b)(ii)(4) will be settled within ten (10) days following the Executive’s Qualified Termination or, date the Release becomes effective and irrevocable or if later (i) if the Executive’s termination date occurs during the Pre-COC Periodlater, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b). Any severance payments or benefits otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this AgreementControl.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments payment or benefits upon the Executive’s Qualified Termination under Section 3 is pursuant to Sections 8(a) or (b) will be subject to (i) the Executive resigning from all positions the Executive may hold as an officer or director of a Company Group member and executing all documents the applicable Company Group member determines, in its sole discretion, are necessary to effectuate such resignations prior to the Release Deadline (as defined below) (such resignation and execution of applicable documents, the “Resignations”), and (ii) the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably satisfactory to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” ”) and provided that such requirement, the “Release Requirement”), which must become becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If the Resignations and the Release does do not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Resignations and the Release actually becomes become effective and irrevocable. Except as provided If earned and unless otherwise agreed by Company, none of the following sentence, upon the Release becoming effective, any severance payments or and benefits under this Agreement otherwise payable to the Executive during the period from the date of upon the Executive’s Qualified Termination through under Section 8, with the effective date exception of the Release continuation of the Health Benefit, as applicable, will be payable in a lump sum without interest as soon as administratively practicable after paid or otherwise provided prior to the Release becomes effective and irrevocable but not later than 61 days sixtieth (60th day) following the Executive’s Qualified Termination or, if later (i) if Termination. Except with respect to the Executive’s termination date occurs during the Pre-COC Periodextent that payments are delayed under Section 9(c), on the first regularly scheduled Company payroll date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st 60th day after following the Executive’s Qualified Termination, the Company will pay or if laterprovide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 8 on or prior to that date, (i) if with the Executive’s termination date occurs during the Pre-COC Period, on the date balance of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b). Any severance payments and benefits being paid or benefits otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made provided as provided in this Agreementoriginally scheduled.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments pursuant to Section 1(a)(ii) or benefits upon the Executive’s Qualified Termination under Section 3 is 1(a)(iii) of this Exhibit A will be subject to the Executive your signing and not revoking the Company’s then-standard a separation agreement and including a general release of claims (which may include an relating to your employment and/or the accompanying letter agreement not to disparage any member of and this Exhibit A against the Company Groupor its successor, non-solicit provisionsits subsidiaries and their respective directors, officers and other standard terms stockholders and conditions, affirmation of obligations hereunder and under the EPIA in each case consistent with applicable law) a form reasonably satisfactory to the Company or its successor (the “Release” ”) and provided that such requirement, the “Release Requirement”), which must become becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Executive you will forfeit any right rights to severance payments or benefits under Section 3this letter. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocable. Except as provided by Notwithstanding anything to the following sentencecontrary in this Agreement, upon in the event that your termination occurs at a time during the calendar year where it would be possible for the Release becoming effective, any severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the become effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination your termination occurs, then any severance payments or benefits under this Agreement that would constitute be considered Deferred Payments (as defined belowin Section 3 of this Exhibit A) will be paid onon the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or in the case of installmentsor, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i1) if the Executive’s termination date occurs during the Pre-COC PeriodRelease Deadline, on the date of the closing of the Change of Control or (ii) such time as required by the Delayed Payment Date if and payment schedule applicable to each severance benefit, or (iii) such time as required by Section 5(b). Any severance payments or benefits otherwise payable to the Executive during the period from the date 3 of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement.Exhibit A.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 7 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form acceptable to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and provided that such requirement, the “Release Requirement”), which must become release of claims becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If The Company shall deliver the Release does not become effective and irrevocable by to Executive within five (5) business days after the Release Deadline, the Executive date of termination. No severance or other benefits pursuant to Section 7 will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually separation agreement and release of claims becomes effective and irrevocable. Except as provided If the separation agreement and release of claims does not become effective by the following sentenceRelease Deadline, upon the Release becoming effective, Executive will forfeit any rights to severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefitAgreement. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any Any severance payments or benefits under this Agreement that would constitute be considered Deferred Payments Compensation Severance Benefits (as defined below) in Section 24), will be paid on, or or, in the case of installments, will not commence until until, the 61st sixtieth (60th) day after the following Executive’s Qualified Termination“separation from service”, or or, if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such time as required by Section 5(b)24. Any severance installment payments or benefits otherwise payable that would have been made to the Executive during the sixty (60) day period from the date of the immediately following Executive’s Qualified Termination through “separation from service” but for the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) preceding sentence will be paid in a lump sum to the Executive on the Severance Start Date, with any sixtieth (60th) day following Executive’s “separation from service” and the remaining payments to will be made as provided in this Agreement. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments payment or benefits upon the Executive’s Qualified Termination under Section 3 is pursuant to Sections 6(a) or (b) will be subject to (i) Employee resigning from all positions Employee may hold as an officer or director of a Company Group member and executing all documents the Executive applicable Company Group member determines, in its sole discretion, are necessary to effectuate such resignations prior to the Release Deadline (as defined below) (such resignation and execution of applicable documents, the “Resignations”), and (ii) Employee signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably satisfactory to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” ”) and provided that such requirement, the “Release Requirement”), which must become becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If the Resignations and the Release does do not become effective and irrevocable by the Release Deadline, the Executive Employee will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Resignations and the Release actually becomes become effective and irrevocable. Except as provided by the following sentenceIf earned, upon the Release becoming effective, any severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date none of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the upon Employee’s Qualified Termination occurs, then any severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) Section 6 will be paid onor otherwise provided prior to the sixtieth (60th) day following Employee’s Qualified Termination. Except with respect to the extent that payments are delayed under Section 7(c), or in on the case of installments, will not commence until first regularly scheduled Company payroll date following the 61st sixtieth (60th) day after the Executivefollowing Employee’s Qualified Termination, the Company will pay or if laterprovide Employee the severance payments and benefits that Employee would otherwise have received under Section 6 on or prior to that date, (i) if with the Executive’s termination date occurs during the Pre-COC Period, on the date balance of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b). Any severance payments and benefits being paid or benefits otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made provided as provided in this Agreementoriginally scheduled.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other other benefits upon the Executive’s Qualified Termination under pursuant to this Section 3 is 8 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an appended hereto as Exhibit B. For this purpose, Executive commits to signing and returning the separation agreement not and release of claims to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than forty-five (45) days after the 60th date of termination of Executive’s employment. Failure to return the separation agreement and release of claims by the forty-fifth (45th) day, or revoking the release of claims within the seven (7) day revocation period, will result in a forfeiture of severance pay.” 5. Add a new sentence at the end of Section 9 to read as follows: “In no event shall payment be made later than the end of the year following the year in which Executive remits the related taxes.” 6. Revise the first sentence of Section 25(a) to read as follows: “Notwithstanding anything to the contrary in this Agreement, if Executive is a ‘specified employee’ within the meaning of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (‘Section 409A’) (and as applied according to procedures of the Company) at the time of Executive’s Qualified Termination termination of employment (other than due to death), then the “Release Deadline”). If the Release does not become effective severance benefits payable to Executive under this Agreement, if any, and irrevocable by the Release Deadline, the Executive will forfeit any right to other severance payments or separation benefits payments that may be considered deferred compensation under Section 3. In no event will severance payments 409A (together, the ‘Deferred Compensation Separation Benefits’) otherwise due to Executive on or benefits under Section 3 be paid or provided until within the Release actually becomes effective and irrevocable. Except as provided by the six (6) month period following sentence, upon the Release becoming effective, any severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date termination of the Release employment will be accrue during such six (6) month period and will become payable in a lump sum without interest as soon as administratively practicable after payment (less applicable withholding taxes) on the Release becomes effective date six (6) months and irrevocable but not later than 61 days one (1) day following the Executive’s Qualified Termination or, if later (i) if the date of Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b). Any severance payments or benefits otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Dateemployment.”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments pursuant to Section 1(a)(ii) or benefits upon the Executive’s Qualified Termination under Section 3 is 1(a)(iii) of this Exhibit C will be subject to the Executive your signing and not revoking the Company’s then-standard a separation agreement and including a general release of claims (which may include an relating to your employment and/or the accompanying letter agreement not to disparage any member of and this Exhibit C against the Company Groupor its successor, non-solicit provisionsits subsidiaries and their respective directors, officers and other standard terms stockholders and conditions, affirmation of obligations hereunder and under the EPIA in each case consistent with applicable law) a form reasonably satisfactory to the Company or its successor (the “Release” ”) and provided that such requirement, the “Release Requirement”), which must become becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Executive you will forfeit any right rights to severance payments or benefits under Section 3this letter. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocable. Except as provided by Notwithstanding anything to the following sentencecontrary in this Agreement, upon in the event that your termination occurs at a time during the calendar year where it would be possible for the Release becoming effective, any severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the become effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination your termination occurs, then any severance payments or benefits under this Agreement that would constitute be considered Deferred Payments (as defined belowin Section 3 of this Exhibit C) will be paid onon the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or in the case of installmentsor, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i1) if the Executive’s termination date occurs during the Pre-COC PeriodRelease Deadline, on the date of the closing of the Change of Control or (ii) such time as required by the Delayed Payment Date if and payment schedule applicable to each severance benefit, or (iii) such time as required by Section 5(b). Any severance payments or benefits otherwise payable to the Executive during the period from the date 3 of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement.Exhibit C.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 is pursuant to this Agreement will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such requirement, the “Release Requirement”), ) in a form reasonably acceptable to Taleo which must become becomes effective and irrevocable no later than the 60th day within sixty (60) days following the Executive’s Qualified Termination employment termination date or such earlier date as required by the Release (such deadline, the “Release Deadline”). If the The Release does not become effective and irrevocable by the Release Deadline, the will provide (among other things) that Executive will forfeit any right not disparage Taleo, its directors, or its executive officers, and will contain No-Inducement, No-Solicit and Non-Compete terms consistent with Section 6.14 of this Agreement. No Severance pursuant to severance payments or benefits under Section 3. In no event this Agreement will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. Except Notwithstanding any timing of payment provision in Section 6, in the event Severance payments provided under Section 6.1 or Section 6.2 would be considered Deferred Payments (as provided defined Appendix A below), then the following timing of payments will apply to such Deferred Payments, in each case subject to any delay in payment required by the following sentence, upon provisions of Appendix A (and provided the Release becoming becomes effective): 6.11.1 If the Release Deadline is on or before December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any final regulations and official guidance promulgated thereunder (together, “Section 409A”)) occurs, any portion of the severance payments or benefits provided under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release Section 6.1 or Section 6.2 that would be considered Deferred Payments will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not paid to Executive on or before December 31 of that calendar year or such later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and time as required by Section 5(b), and all additional severance payments and benefits (if anyA) will be payable in accordance with the payment schedules schedule applicable to each payment or benefit. Notwithstanding the foregoingbenefit as set forth in Section 6, or (B) if applicable, Appendix A of this Agreement; and If the Release Deadline is after December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A) occurs, any portion of the severance payments or benefits provided under Section 6.1 or Section 6.2 that would be considered Deferred Payments will be paid on the first payroll date to occur during the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments such separation of service occurs or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such later time as required by (A) the payment schedule applicable to each payment or benefit as set forth in Section 5(b). Any severance payments 6, (B) the Release Deadline, or benefits otherwise payable to the Executive during the period from the date (C) if applicable, Appendix A of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 is pursuant to this Agreement will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such requirement, ”) in a form reasonably acceptable to the “Release Requirement”), Company which must become becomes effective and irrevocable no later than the 60th day within sixty (60) days following the Executive’s Qualified Termination employment termination date or such earlier date as required by the Release (such deadline, the “Release Deadline”). If the The Release does not become effective and irrevocable by the Release Deadline, the will provide (among other things) that Executive will forfeit any right not disparage the Company, its directors, or its executive officers, and will contain No-Inducement and No-Solicit terms consistent with this Agreement. No severance pursuant to severance payments or benefits under Section 3. In no event this Agreement will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. Except Notwithstanding any timing of payment provision in Section 6, in the event severance payments provided under Section 6(a) or Section 6(b) would be considered Deferred Payments (as provided defined in Section 13 below), then the following timing of payments will apply to such Deferred Payments, in each case subject to any delay in payment required by the following sentence, upon provisions of Section 13 (and provided the Release becoming becomes effective): (i) If the Release Deadline is on or before December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and official guidance promulgated thereunder (together, “Section 409A”)) occurs, any portion of the severance payments or benefits provided under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release Section 6(a) or Section 6(b) that would be considered Deferred Payments will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not paid to Executive on or before December 31 of that calendar year or such later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and time as required by Section 5(b), and all additional severance payments and benefits (if anyA) will be payable in accordance with the payment schedules schedule applicable to each payment or benefit. Notwithstanding the foregoingbenefit as set forth in Section 6, or (B) if applicable, Section 13 of this Agreement; and (ii) If the Release Deadline is after December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A) occurs, any portion of the severance payments or benefits provided under Section 6(a) or Section 6(b) that would be considered Deferred Payments will be paid on the first payroll date to occur during the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments such separation of service occurs or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such later time as required by (A) the payment schedule applicable to each payment or benefit as set forth in Section 5(b). Any severance payments 6, (B) the Release Deadline, or benefits otherwise payable to the Executive during the period from the date (C) if applicable, Section 13 of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 is pursuant to this Agreement will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such requirement, ”) in a form reasonably acceptable to the “Release Requirement”), Company which must become becomes effective and irrevocable no later than the 60th day within sixty (60) days following the Executive’s Qualified Termination employment termination date or such earlier date as required by the Release (such deadline, the “Release Deadline”). If the The Release does not become effective and irrevocable by the Release Deadline, the will provide (among other things) that Executive will forfeit any right not disparage the Company, its directors, or its executive officers, and will contain No-Inducement, No-Solicit and Non-Compete terms consistent with this Agreement. No severance pursuant to severance payments or benefits under Section 3. In no event this Agreement will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. Except Notwithstanding any timing of payment provision in Section 7, in the event severance payments provided under Section 7(a) or Section 7(b) would be considered Deferred Payments (as provided defined in Section 15 below), then the following timing of payments will apply to such Deferred Payments, in each case subject to any delay in payment required by the following sentence, upon provisions of Section 15 (and provided the Release becoming becomes effective): (i) If the Release Deadline is on or before December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and official guidance promulgated thereunder (together, “Section 409A”)) occurs, any portion of the severance payments or benefits provided under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release Section 7(a) or Section 7(b) that would be considered Deferred Payments will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not paid to Executive on or before December 31 of that calendar year or such later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and time as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing15 of this Agreement, if applicable; and (ii) If the Release Deadline is after December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A) occurs, any portion of the severance payments or benefits provided under Section 7(a) or Section 7(b) that would be considered Deferred Payments will be paid on the first payroll date to occur during the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments such separation of service occurs or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such later time as required by (A) the Release Deadline, or (B) Section 5(b). Any severance payments or benefits otherwise payable to the Executive during the period from the date 15 of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement, if applicable.”

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under Section pursuant to Sections 3 is and 7 will be subject to the Executive Employee signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably acceptable to disparage any member of the Company Group, non-solicit provisions, and other standard terms honoring all continuing covenants in this Agreement and conditions, in each case consistent with applicable law) (the “Release” Inventions Agreement and provided that such requirement, the “Release Requirement”), which must become release of claims becomes effective and irrevocable no later than the 60th day thirty (30) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If The Company shall deliver such form to Employee upon the Release does not become effective and irrevocable by the Release Deadline, the Executive date of termination. No severance or other benefits pursuant to Sections 3 or 7 will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually separation agreement and release of claims becomes effective and irrevocable. Except as provided If the separation agreement and release of claims does not become effective by the following sentenceRelease Deadline, upon the Release becoming effective, Employee will forfeit any rights to severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefitAgreement. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any Any severance payments or benefits under this Agreement that would constitute be considered Deferred Payments Compensation Severance Benefits (as defined below) in Section 23), will be paid on, or or, in the case of installments, will not commence until until, the 61st thirtieth (30th) day after the Executivefollowing Employee’s Qualified Termination“separation from service”, or or, if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such time as required by Section 5(b)23. Any severance installment payments or benefits otherwise payable that would have been made to the Executive Employee during the thirty (30) day period immediately following Employee’s “separation from service” but for the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) preceding sentence will be paid in a lump sum to the Executive Employee on the Severance Start Date, with any thirtieth (30th) day following Employee’s “separation from service” and the remaining payments to will be made as provided in this Agreement. If Employee should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Employee’s designated beneficiary, if living, or otherwise to the personal representative of Employee’s estate.”

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6(a), Section 6(b), Section 6(c) and Section 6(d) above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and a release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company GroupCompany, non-solicit provisions, provisions and other standard terms and conditions, ) in each case consistent with applicable law) a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination separation from service (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. Except as provided by In the following sentence, upon event that Executive’s separation from service occurs at a time during the calendar year where it would be possible for the Release becoming effective, any severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the become effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occursExecutive’s separation from service occurs if Executive took the full provided period to review the Release, then any all severance payments or and benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid onon the first payroll date to occur during the calendar year following the calendar year in which such separation from service occurs (the “Payroll Date”), or in the case of installmentsor, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, : (i) if the Executive’s termination date occurs during the Pre-COC PeriodRelease Deadline, on the date of the closing of the Change of Control or (ii) such time as required by the Delayed Payment Date if and payment schedule applicable to each severance benefit, or (iii) such time as required by Section 5(b8(b)(ii); provided, however, that any acceleration of vesting of options and restricted stock will be provided on the Release effectiveness date. Any severance Except as required by Section 8(b)(ii), any payments or and benefits otherwise payable that would have been made to Executive prior to the Executive during the period from the date later of the Executive’s Qualified Termination through Payroll Date or Release Deadline but for the first date severance payments become payable under this paragraph (such date, payment requirements of the “Severance Start Date”) preceding sentence will be paid in a lump sum to the Executive on the Severance Start Date, with any later of the Payroll Date or the Release Deadline following Executive’s separation from service and the remaining payments to will be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment of any severance payments or benefits.

Separation Agreement and Release of Claims. The Executive’s receipt payment of any severance payments or benefits set forth in Section 6 above is contingent upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and a release of claims agreement with the Company (which may include an agreement not to disparage any member of the Company GroupCompany, non-solicit provisions, provisions and other standard terms and conditions, ) in each case consistent with applicable law) a form reasonably acceptable to the Company (the “Release” ”) upon or following Executive’s separation from service and such requirement, the “Release Requirement”), which must become becoming effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination separation from service (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to the severance payments or benefits under Section 3this Agreement. In no event will any severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. Except as provided by In the following sentence, upon event that Executive’s separation from service occurs at a time during the calendar year where it would be possible for the Release becoming effective, any severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the become effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occursExecutive’s separation from service occurs if Executive took the full provided period to review the Release, then any all severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in provided on the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, later of: (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or Release Deadline; (ii) such time as required by the Delayed Payment Date if and payment schedule applicable to each severance benefit; or (iii) such time as required by Section 5(b8(b)(ii). Any severance Except as required by Section 8(b)(ii), any installment payments or benefits otherwise payable that would have been made to Executive prior to the Executive during Release Deadline but for the period from the date Release Deadline payment requirement of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) preceding sentence will be paid in a lump sum to the Executive on the Severance Start Date, with any sixtieth (60th) day following Executive’s separation from service and the remaining payments to will be made as provided in this Agreement. The acceleration of vesting of options or shares purchased under options will become effective on the date the Release becomes effective. In no event will Executive have discretion to determine the taxable year of payment of any severance payments or benefit.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments payment or benefits upon the Executive’s Qualified Termination under Section 3 is pursuant to Sections 8(a) or (b) will be subject to (i) the Executive resigning from all positions the Executive may hold as an officer or director of a Company Group member and executing all documents the applicable Company Group member determines, in its sole discretion, are necessary to effectuate such resignations prior to the Release Deadline (as defined below) (such resignation and execution of applicable documents, the “Resignations”), and (ii) the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably satisfactory to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” ”) and provided that such requirement, the “Release Requirement”), which must become becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If the Resignations and the Release does do not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Resignations and the Release actually becomes become effective and irrevocable. Except as provided by If earned, none of the following sentence, upon the Release becoming effective, any severance payments or and benefits under this Agreement otherwise payable to the Executive during the period from the date of upon the Executive’s Qualified Termination through the effective date of the Release under Section 8 will be payable in a lump sum without interest as soon as administratively practicable after paid or otherwise provided prior to the Release becomes effective and irrevocable but not later than 61 days sixtieth (60th day) following the Executive’s Qualified Termination or, if later (i) if Termination. Except with respect to the Executive’s termination date occurs during the Pre-COC Periodextent that payments are delayed under Section 9(c), on the first regularly scheduled Company payroll date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st 60th day after following the Executive’s Qualified Termination, the Company will pay or if laterprovide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 8 on or prior to that date, (i) if with the Executive’s termination date occurs during the Pre-COC Period, on the date balance of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b). Any severance payments and benefits being paid or benefits otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made provided as provided in this Agreementoriginally scheduled.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 is pursuant to this Agreement will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such requirement, the “Release Requirement”), ) in a form reasonably acceptable to Taleo which must become becomes effective and irrevocable no later than the 60th day within sixty (60) days following the Executive’s Qualified Termination employment termination date or such earlier date as required by the Release (such deadline, the “Release Deadline”). If the The Release does not become effective and irrevocable by the Release Deadline, the will provide (among other things) that Executive will forfeit any right not disparage Taleo, its directors, or its executive officers, and will contain No-Inducement, No-Solicit and Non-Compete terms consistent with this Agreement. No severance pursuant to severance payments or benefits under Section 3. In no event this Agreement will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. Except Notwithstanding any timing of payment provision in Section 6, in the event severance payments provided under Section 6.1 or Section 6.2 would be considered Deferred Payments (as provided defined in Section E of Appendix A below), then the following timing of payments will apply to such Deferred Payments, in each case subject to any delay in payment required by the following sentence, upon provisions of Section D of this Appendix A (and provided the Release becoming becomes effective): (i) If the Release Deadline is on or before December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and official guidance promulgated thereunder (together, “Section 409A”)) occurs, any portion of the severance payments or benefits provided under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release Section 6.1 or Section 6.2 that would be considered Deferred Payments will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not paid to Executive on or before December 31 of that calendar year or such later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and time as required by Section 5(b), and all additional severance payments and benefits (if anyA) will be payable in accordance with the payment schedules schedule applicable to each payment or benefit. Notwithstanding the foregoingbenefit as set forth in Section 6, or (B) if applicable, Section D of this Appendix A; and (ii) If the Release Deadline is after December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A) occurs, any portion of the severance payments or benefits provided under Section 6.1 or Section 6.2 that would be considered Deferred Payments will be paid on the first payroll date to occur during the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments such separation of service occurs or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such later time as required by (A) the payment schedule applicable to each payment or benefit as set forth in Section 5(b). Any severance payments 6, (B) the Release Deadline, or benefits otherwise payable to the Executive during the period from the date (C) if applicable, Section D of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start DateAppendix A.”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under Section pursuant to Sections 3 is and 7 will be subject to the Executive Employee signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably acceptable to disparage any member of the Company Group, non-solicit provisions, and other standard terms honoring all continuing covenants in this Agreement and conditions, in each case consistent with applicable law) (the “Release” Inventions Agreement and provided that such requirement, the “Release Requirement”), which must become release of claims becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If The Company shall deliver such form to Executive within five (5) business days after the Release does not become effective and irrevocable by the Release Deadline, the Executive date of termination. No severance or other benefits pursuant to Section 7 will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually separation agreement and release of claims becomes effective and irrevocable. Except as provided If the separation agreement and release of claims does not become effective by the following sentenceRelease Deadline, upon the Release becoming effective, Employee will forfeit any rights to severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefitAgreement. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any Any severance payments or benefits under this Agreement that would constitute be considered Deferred Payments Compensation Severance Benefits (as defined below) in Section 23), will be paid on, or or, in the case of installments, will not commence until until, the 61st sixtieth (60th) day after the Executivefollowing Employee’s Qualified Termination“separation from service”, or or, if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such time as required by Section 5(b)23. Any severance installment payments or benefits otherwise payable that would have been made to the Executive Employee during the sixty (60) day period immediately following Employee’s “separation from service” but for the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) preceding sentence will be paid in a lump sum to the Executive Employee on the Severance Start Date, with any sixtieth (60th) day following Employee’s “separation from service” and the remaining payments to will be made as provided in this Agreement. If Employee should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Employee’s designated beneficiary, if living, or otherwise to the personal representative of Employee’s estate.”

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 8 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not to disparage any member in a form attached hereto as Exhibit A and provided that such release of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such requirement, the “Release Requirement”), which must become claims becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If The Company shall deliver such form to Executive within five (5) business days after the Release does not become effective and irrevocable by the Release Deadline, the Executive date of termination. No severance or other benefits pursuant to Section 8 will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually separation agreement and release of claims becomes effective and irrevocable. Except as provided If the separation agreement and release of claims does not become effective by the following sentenceRelease Deadline, upon the Release becoming effective, Executive will forfeit any rights to severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefitAgreement. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any Any severance payments or benefits under this Agreement that would constitute be considered Deferred Payments Compensation Severance Benefits (as defined below) in Section 25), will be paid on, or or, in the case of installments, will not commence until until, the 61st sixtieth (60th) day after the following Executive’s Qualified Termination“separation from service”, or or, if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such time as required by Section 5(b)25. Any severance installment payments or benefits otherwise payable that would have been made to the Executive during the sixty (60) day period from the date of the immediately following Executive’s Qualified Termination through “separation from service” but for the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) preceding sentence will be paid in a lump sum to the Executive on the Severance Start Date, with any sixtieth (60th) day following Executive’s “separation from service” and the remaining payments to will be made as provided in this Agreement. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.”

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments severance, or other benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 8 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably acceptable to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and provided that such requirement, the “Release Requirement”), which must become release of claims becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If The Company shall deliver such form to Executive within five (5) business days after the Release does not become effective and irrevocable by the Release Deadline, the Executive date of termination. No severance or other benefits pursuant to Section 8 will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually separation agreement and release of claims becomes effective and irrevocable. Except as provided If the separation agreement and release of claims does not become effective by the following sentenceRelease Deadline, upon the Release becoming effective, Executive will forfeit any rights to severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefitAgreement. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any Any severance payments or benefits under this Agreement that would constitute be considered Deferred Payments Compensation Severance Benefits (as defined below) in Section 25), will be paid on, or or, in the case of installments, will not commence until until, the 61st sixtieth (60th) day after the following Executive’s Qualified Termination“separation from service”, or or, if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such time as required by Section 5(b)25. Any severance installment payments or benefits otherwise payable that would have been made to the Executive during the sixty (60) day period from the date of the immediately following Executive’s Qualified Termination through “separation from service” but for the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) preceding sentence will be paid in a lump sum to the Executive on the Severance Start Date, with any sixtieth (60th) day following Executive’s “separation from service” and the remaining payments to will be made as provided in this Agreement. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.”

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 9 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably satisfactory to disparage any member of the Company Group, non-solicit provisions, and other standard terms provided that such separation agreement and conditions, in each case consistent with applicable law) (the “Release” and such requirement, the “Release Requirement”), which must become release of claims becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If the Release release of claims does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right rights to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually release of claims becomes effective and irrevocable. Except as provided by the following sentence, upon If the Release becoming effectiveDeadline is on or before December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any other guidance promulgated thereunder (“Section 409A”)) occurs, any portion of the severance payments or benefits provided under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release Section 9 that would be considered “Deferred Compensation Separation Benefits” (as defined below) will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination made to Executive on or before December 31 of that calendar year or, if later later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such time as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules schedule applicable to each payment or benefitbenefit as set forth in Section 9, or (ii) such time as required by Section 10(c). Notwithstanding the foregoing, if If the Release Deadline is after December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A) occurs, any portion of the severance payments provided under Section 9 that would be considered Deferred Compensation Separation Benefits will be made to Executive on the first payroll date to occur during the calendar year following the calendar year in which the Qualified Termination such separation from service occurs, then any severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid onor, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination first payroll date occurs during following the Pre-COC PeriodRelease Deadline, on the date of the closing of the Change of Control or (ii) such time as required by the Delayed Payment Date if and payment schedule applicable to each payment or benefit as set forth in Section 9, or (iii) such time as required by Section 5(b10(c). Any severance payments or benefits otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under pursuant to this Section 3 is 8 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an appended hereto as Exhibit B. For this purpose, Executive commits to signing and returning the separation agreement not and release of claims to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than forty-five (45) days after the 60th date of termination of Executive’s employment. Failure to return the separation agreement and release of claims by the forty-fifth (45th) day, or revoking the release of claims within the seven (7) day revocation period, will result in a forfeiture of severance pay.” 5. Add a new sentence at the end of Section 9 to read as follows: “In no event shall payment be made later than the end of the year following the year in which Executive remits the related taxes.” 6. Revise the first sentence of Section 24(a) to read as follows: “Notwithstanding anything to the contrary in this Agreement, if Executive is a ‘specified employee’ within the meaning of Section 409A of the Code and the final regulations and any guidance promulgated thereunder (‘Section 409A’) (and as applied according to procedures of the Company) at the time of Executive’s Qualified Termination termination of employment (other than due to death), then the “Release Deadline”). If the Release does not become effective severance benefits payable to Executive under this Agreement, if any, and irrevocable by the Release Deadline, the Executive will forfeit any right to other severance payments or separation benefits payments that may be considered deferred compensation under Section 3. In no event will severance payments 409A (together, the ‘Deferred Compensation Separation Benefits’) otherwise due to Executive on or benefits under Section 3 be paid or provided until within the Release actually becomes effective and irrevocable. Except as provided by the six (6) month period following sentence, upon the Release becoming effective, any severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date termination of the Release employment will be accrue during such six (6) month period and will become payable in a lump sum without interest as soon as administratively practicable after payment (less applicable withholding taxes) on the Release becomes effective date six (6) months and irrevocable but not later than 61 days one (1) day following the Executive’s Qualified Termination or, if later (i) if the date of Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b). Any severance payments or benefits otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Dateemployment.”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 7 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably acceptable to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and provided that such requirement, the “Release Requirement”), which must become release of claims becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If The Company shall deliver such form to Executive within five (5) business days after the Release does not become effective and irrevocable by the Release Deadline, the Executive date of termination. No severance or other benefits pursuant to Section 7 will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually separation agreement and release of claims becomes effective and irrevocable. Except as provided If the separation agreement and release of claims does not become effective by the following sentenceRelease Deadline, upon the Release becoming effective, Executive will forfeit any rights to severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefitAgreement. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any Any severance payments or benefits under this Agreement that would constitute be considered Deferred Payments Compensation Severance Benefits (as defined below) in Section 24), will be paid on, or or, in the case of installments, will not commence until until, the 61st sixtieth (60th) day after the following Executive’s Qualified Termination“separation from service”, or or, if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such time as required by Section 5(b)24. Any severance installment payments or benefits otherwise payable that would have been made to the Executive during the sixty (60) day period from the date of the immediately following Executive’s Qualified Termination through “separation from service” but for the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) preceding sentence will be paid in a lump sum to the Executive on the Severance Start Date, with any sixtieth (60th) day following Executive’s “separation from service” and the remaining payments to will be made as provided in this Agreement. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.”

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, a confidentiality clause, non-solicit provisions, an agreement to assist in any litigation matters, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such that requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following the Executive’s Qualified Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid earned or provided until the Release actually becomes effective and irrevocable. Except as provided by If earned, none of the following sentence, upon the Release becoming effective, any severance payments or and benefits under this Agreement otherwise payable to the Executive during the period from the date of upon the Executive’s Qualified Termination through the effective date of the Release under Section 3 will be payable in a lump sum without interest as soon as administratively practicable after paid or otherwise provided prior to the Release becomes effective and irrevocable but not later than 61 days 60th day following the Executive’s Qualified Termination orexcept that the vesting of options or stock appreciation rights under Section 3(a)(iii) or Section 3(b)(iv) will occur on the date the Release becomes effective and irrevocable. Except with respect to (1) the extent that payments are delayed under Section 5(c), if later or (i2) if the Executive’s termination date occurs during the Pre-COC Periodtiming of vesting or settlement of equity awards under Section 3(a)(iii) or Section 3(b)(iv) or as provided herein, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year first regular payroll pay day following the calendar year in which the Qualified Termination occurs, then any severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st 60th day after following the Executive’s Qualified Termination, the Company will pay or if laterprovide the Executive the severance payments and benefits that the Executive would otherwise have received under Section 3 on or prior to that date, (i) if with the Executive’s termination date occurs during the Pre-COC Period, on the date balance of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b). Any severance payments and benefits being paid or benefits otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made provided as provided in this Agreementoriginally scheduled.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 7 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims in a form reasonably acceptable to the Company. The Company shall deliver such form to Executive within five (which may include an agreement not to disparage any member 5) five business days after the date of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such requirement, the “Release Requirement”), which must termination. Such release of claims shall become effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If Such agreement shall not require Executive to release claims to the Release does not become effective and irrevocable indemnification contemplated by the Release Deadline, the Executive Section 11. No severance or other benefits pursuant to Section 7 will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually such separation agreement and release of claims becomes effective and irrevocable. Except as provided by the following sentenceIf Executive fails to sign, upon or revokes, such separation agreement and release of claims prior to the Release becoming effectiveDeadline, Executive will forfeit any rights to severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefitAgreement. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any Any severance payments or benefits under this Agreement that would constitute be considered Deferred Payments Compensation Severance Benefits (as defined below) in Section 24), will be paid on, or or, in the case of installments, will not commence until until, the 61st sixtieth (60th) day after the following Executive’s Qualified Termination“separation from service”, or or, if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such time as required by Section 5(b)24. Any severance installment payments or benefits otherwise payable that would have been made to the Executive during the sixty (60) day period from the date of the immediately following Executive’s Qualified Termination through “separation from service” but for the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) preceding sentence will be paid in a lump sum to the Executive on the Severance Start Date, with any sixtieth (60th) day following Executive’s “separation from service” and the remaining payments to will be made as provided in this Agreement. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.”

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under pursuant to Section 3 is 10 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably acceptable to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, within the period required by the release but in each case consistent with applicable law) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no event later than the 60th day sixty (60) days following the Executive’s Qualified Termination (termination of employment, inclusive of any revocation period set forth in the “Release Deadline”)release. If the Release does not become effective and irrevocable by the Release Deadline, the Executive No severance will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually separation agreement and release agreement becomes effective and irrevocablenon-revocable. Except Subject to Section 15, the severance and other benefits payable pursuant to Section 10 that do not constitute Deferred Compensation Separation Benefits (as provided defined in Section 15) will commence or be paid, as applicable, by the following sentence, upon the Release becoming effective, any severance payments or benefits under this Agreement otherwise payable Company to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest (less applicable tax withholdings) as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 within ten (10) calendar days following the date of Executive’s Qualified Termination separation from service or, if later (i) if the Executive’s termination date occurs during the Pre-COC Periodlater, on the date the separation agreement and release of claims becomes effective. Subject to the closing Section 15, if Executive’s employment ends on or before October 15 of a calendar year, the Change severance and other benefits payable pursuant to Section 10 that do constitute Deferred Compensation Separation Benefits (as defined in Section 15) shall be paid by the Company to Executive (less applicable tax withholdings) as soon as administratively practicable following the date of Control or Executive’s separation from service, or, if later, on the date the separation agreement and release of claims required by this Section 14(a) becomes effective, but in no event later than December 31 of that calendar year. If Executive’s employment ends after October 15 of a calendar year, the severance and other benefits payable pursuant to Section 10 that do constitute Deferred Compensation Separation Benefits shall be paid by the Company to Executive on the later of (iia) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is second payroll date in the calendar year next following the calendar year in which the Qualified Termination occurs, then any severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, employment has ended or if later, (ib) if the first payroll date following the date Executive’s termination date occurs during the Pre-COC Periodseparation agreement and release of claims becomes effective, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b). Any severance payments or benefits otherwise payable subject to the Executive during the period from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this AgreementSection 15.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 is pursuant to this Agreement will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such requirement, ”) in a form reasonably acceptable to the “Release Requirement”), Company which must become becomes effective and irrevocable no later than the 60th day within sixty (60) days following the Executive’s Qualified Termination employment termination date or such earlier date as required by the Release (such deadline, the “Release Deadline”). If the The Release does not become effective and irrevocable by the Release Deadline, the will provide (among other things) that Executive will forfeit any right not disparage the Company, its directors, or its executive officers, and will contain No-Inducement, No-Solicit and Non-Compete terms consistent with this Agreement. No severance pursuant to severance payments or benefits under Section 3. In no event this Agreement will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. Except Notwithstanding any timing of payment provision in Section 6, in the event severance payments provided under Section 6(a) or Section 6(b) would be considered Deferred Payments (as provided defined in Section 13 below), then the following timing of payments will (b) apply to such Deferred Payments, in each case subject to any delay in payment required by the following sentence, upon provisions of Section 13 (and provided the Release becoming becomes effective): (i) If the Release Deadline is on or before December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and official guidance promulgated thereunder (together, “Section 409A”)) occurs, any portion of the severance payments or benefits provided under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release Section 6(a) or Section 6(b) that would be considered Deferred Payments will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not paid to Executive on or before December 31 of that calendar year or such later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and time as required by Section 5(b), and all additional severance payments and benefits (if anyA) will be payable in accordance with the payment schedules schedule applicable to each payment or benefit. Notwithstanding the foregoingbenefit as set forth in Section 6, or (B) if applicable, Section 13 of this Agreement; and (ii) If the Release Deadline is after December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A) occurs, any portion of the severance payments or benefits provided under Section 6(a) or Section 6(b) that would be considered Deferred Payments will be paid on the first payroll date to occur during the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments such separation of service occurs or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such later time as required by (A) the payment schedule applicable to each payment or benefit as set forth in Section 5(b). Any severance payments 6, (B) the Release Deadline, or benefits otherwise payable to the Executive during the period from the date (C) if applicable, Section 13 of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement.

Separation Agreement and Release of Claims. The Receipt of the severance payments and benefits specified in this Section 9 shall be contingent on Executive’s receipt (or Executive’s estate, in the event of Executive’s death) execution of a full release of all claims against the Company in substantially the form attached to this Agreement as Exhibit A, and the lapse of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisionsstatutory period for revocation, and other standard such release becoming effective in accordance with its terms and conditions, in each case consistent with applicable lawwithin fifty-two (52) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day days following the Executive’s Qualified Termination termination date (the “Release Deadline”). Any severance payments or benefits under this Agreement will be paid on, or, in the case of installments, will not commence until, the fifty-third (53rd) day following Executive’s separation from service, or, if later, (A) with respect to severance payments or benefits payable under Sections 9(b)(i) and (ii), if Executive’s termination date occurs during the Change of Control Transition Period but prior to the closing of the Change of Control, on the date of the closing of the Change of Control, or (B) such time as required by Section 23(b) except that the acceleration of vesting of equity awards not subject to Section 409A will become effective on the release’s effective date, or, if later, with respect to the benefits provided in Section 9(b)(iii), if Executive’s termination date occurs within the Change of Control Transition Period but prior to the closing of the Change of Control, on the date of the closing of the Change of Control. Except as required by 23(b), any lump sum or installment payments that would have been made to Executive during the period between the date of the Executive’s separation from service and the fifty-third (53rd) day following Executive’s separation from service but for the preceding sentence will be paid to Executive on the fifty-third (53rd) day following Executive’s separation from service, or, if later, with respect to severance payments or benefits payable under Sections 9(b)(i) and (ii), if Executive’s termination date occurs during the Change of Control Transition Period but prior to the closing of the Change of Control, on the date of the closing of the Change of Control, and the remaining payments will be made as provided in this Agreement. If the Release release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3this Agreement. In no event will severance payments or benefits under Section 3 be paid or provided until the Release release actually becomes effective and irrevocable. Except as provided by In no event will Executive have discretion to determine the following sentence, upon the Release becoming effective, taxable year of any severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefit. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b). Any severance payments or benefits otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreementpayments.

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualified Termination under Section 3 is pursuant to this Agreement will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and such requirement, ”) in a form reasonably acceptable to the “Release Requirement”), Company which must become becomes effective and irrevocable no later than the 60th day within sixty (60) days following the Executive’s Qualified Termination employment termination date or such earlier date as required by the Release (such deadline, the “Release Deadline”). If the The Release does not become effective and irrevocable by the Release Deadline, the will provide (among other things) that Executive will forfeit any right not disparage the Company, its directors, or its executive officers, and will contain No-Inducement, No-Solicit and Non-Compete terms consistent with this Agreement. No severance pursuant to severance payments or benefits under Section 3. In no event this Agreement will severance payments or benefits under Section 3 be paid or provided until the Release actually becomes effective and irrevocableeffective. Except Notwithstanding any timing of payment provision in Section 6, in the event severance payments provided under Section 6(a) or Section 6(b) would be considered Deferred Payments (as provided defined in Section 13 below), then the following timing of payments will apply to such Deferred Payments, in each case subject to any delay in payment required by the following sentence, upon provisions of Section 13 (and provided the Release becoming becomes effective): (i) If the Release Deadline is on or before December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and official guidance promulgated thereunder (together, “Section 409A”)) occurs, any portion of the severance payments or benefits provided under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release Section 6(a) or Section 6(b) that would be considered Deferred Payments will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not paid to Executive on or before December 31 of that calendar year or such later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and time as required by Section 5(b), and all additional severance payments and benefits (if anyA) will be payable in accordance with the payment schedules schedule applicable to each payment or benefit. Notwithstanding the foregoingbenefit as set forth in Section 6, or (B) if applicable, Section 13 of this Agreement; and (ii) If the Release Deadline is after December 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A) occurs, any portion of the severance payments or benefits provided under Section 6(a) or Section 6(b) that would be considered Deferred Payments will be paid on the first payroll date to occur during the calendar year following the calendar year in which the Qualified Termination occurs, then any severance payments such separation of service occurs or benefits under this Agreement that would constitute Deferred Payments (as defined below) will be paid on, or in the case of installments, will not commence until the 61st day after the Executive’s Qualified Termination, or if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such later time as required by (A) the payment schedule applicable to each payment or benefit as set forth in Section 5(b). Any severance payments 6, (B) the Release Deadline, or benefits otherwise payable to the Executive during the period from the date (C) if applicable, Section 13 of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) will be paid in a lump sum to the Executive on the Severance Start Date, with any remaining payments to be made as provided in this Agreement.”

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under Section pursuant to Sections 3 is and 7 will be subject to the Executive Employee signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably acceptable to disparage any member of the Company Group, non-solicit provisions, and other standard terms honoring all continuing covenants in this Agreement and conditions, in each case consistent with applicable law) (the “Release” Inventions Agreement and provided that such requirement, the “Release Requirement”), which must become release of claims becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”). If The Company shall deliver such form to Employee within five (5) business days after the Release does not become effective and irrevocable by the Release Deadline, the Executive date of termination. No severance or other benefits pursuant to Section 7 will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually separation agreement and release of claims becomes effective and irrevocable. Except as provided If the separation agreement and release of claims does not become effective by the following sentenceRelease Deadline, upon the Release becoming effective, Employee will forfeit any rights to severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefitAgreement. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any Any severance payments or benefits under this Agreement that would constitute be considered Deferred Payments Compensation Severance Benefits (as defined below) in Section 23), will be paid on, or or, in the case of installments, will not commence until until, the 61st sixtieth (60th) day after the Executivefollowing Employee’s Qualified Termination“separation from service”, or or, if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such time as required by Section 5(b)23. Any severance installment payments or benefits otherwise payable that would have been made to the Executive Employee during the sixty (60) day period immediately following Employee’s “separation from service” but for the date of the Executive’s Qualified Termination through the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) preceding sentence will be paid in a lump sum to the Executive Employee on the Severance Start Date, with any sixtieth (60th) day following Employee’s “separation from service” and the remaining payments to will be made as provided in this Agreement. If Employee should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Employee’s designated beneficiary, if living, or otherwise to the personal representative of Employee’s estate.”

Separation Agreement and Release of Claims. The Executive’s receipt of any severance payments or other benefits upon the Executive’s Qualified Termination under Section pursuant to Sections 3 is and 7 will be subject to the Executive signing and not revoking the Company’s then-standard a separation agreement and release of claims (which may include an agreement not in a form reasonably acceptable to disparage any member of the Company Group, non-solicit provisions, and other standard terms and conditions, in each case consistent with applicable law) (the “Release” and provided that such requirement, the “Release Requirement”), which must become release of claims becomes effective and irrevocable no later than the 60th day sixty (60) days following the Executive’s Qualified Termination termination date (such deadline, the “Release Deadline”), and honoring all continuing covenants in this Agreement and the Inventions Agreement. If The Company shall deliver such form to Executive within five (5) business days after the Release does not become effective and irrevocable by the Release Deadline, the Executive date of termination. No severance or other benefits pursuant to Section 7 will forfeit any right to severance payments or benefits under Section 3. In no event will severance payments or benefits under Section 3 be paid or provided until the Release actually separation agreement and release of claims becomes effective and irrevocable. Except as provided If the separation agreement and release of claims does not become effective by the following sentenceRelease Deadline, upon the Release becoming effective, Executive will forfeit any rights to severance payments or benefits under this Agreement otherwise payable to the Executive during the period from the date of the Executive’s Qualified Termination through the effective date of the Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the Executive’s Qualified Termination or, if later (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and as required by Section 5(b), and all additional severance payments and benefits (if any) will be payable in accordance with the payment schedules applicable to each payment or benefitAgreement. Notwithstanding the foregoing, if the Release Deadline is in the calendar year following the calendar year in which the Qualified Termination occurs, then any Any severance payments or benefits under this Agreement that would constitute be considered Deferred Payments Compensation Severance Benefits (as defined below) in Section 23), will be paid on, or or, in the case of installments, will not commence until until, the 61st sixtieth (60th) day after the following Executive’s Qualified Termination“separation from service”, or or, if later, (i) if the Executive’s termination date occurs during the Pre-COC Period, on the date of the closing of the Change of Control or (ii) the Delayed Payment Date if and such time as required by Section 5(b)23. Any severance installment payments or benefits otherwise payable that would have been made to the Executive during the sixty (60) day period from the date of the immediately following Executive’s Qualified Termination through “separation from service” but for the first date severance payments become payable under this paragraph (such date, the “Severance Start Date”) preceding sentence will be paid in a lump sum to the Executive on the Severance Start Date, with any sixtieth (60th) day following Executive’s “separation from service” and the remaining payments to will be made as provided in this Agreement. If Executive should die before all of the severance amounts have been paid, such unpaid amounts will be paid in a lump-sum payment promptly following such event to Executive’s designated beneficiary, if living, or otherwise to the personal representative of Executive’s estate.”