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

Separation and Release of Claims Agreement. As a condition of the Executive’s receipt of the Severance Benefits or, in the event of the Executive’s termination due to his Disability, Separation Benefits, the Executive must execute and return to the Company a separation and release of claims agreement provided by and satisfactory to the Company (the “Separation Agreement”), and such Separation Agreement must become binding and enforceable within 60 calendar days after the Executive’s termination of employment or such shorter period as may be specified by the Company in the Separation Agreement. Except as provided in section 15 below, any payments to be made either in a lump sum or in the form of salary continuation pursuant to the terms of Section 8(a) of this Agreement shall be payable in accordance with the normal payroll practices of the Company, with such payment or, as may be applicable, the first such payment, due and payable as soon as administratively practicable following the date the Separation Agreement becomes effective (provided, however, that if the 60-day period following the Executive’s termination from employment would end in a calendar year subsequent to the year in which the Executive’s employment ends, payments will not be made or begin before the first payroll period of the subsequent year). For the avoidance of doubt, if the Executive does not timely execute the Separation Agreement, or if the Executive revokes the executed Separation Agreement within the time period permitted by law, the Executive will not be entitled to any payments or benefits (including the accelerated vesting of stock options or other equity awards) set forth in Section 8 of this Agreement, any stock options and other equity awards that vested on account of such termination as provided for in Section 8(a) or 8(b) of this Agreement, as applicable, shall be cancelled with no consideration due to the Executive, and the Company will not have any further obligations to the Executive under this Agreement or otherwise. The Executive agrees that, should the Executive become eligible to participate in the medical plan of any subsequent employer prior to the conclusion of the Severance Period, the Executive will provide the Company with written notice thereof within five (5) business days of such eligibility. The Executive further agrees to repay any overpayment of health benefit premiums made by the Company hereunder. Notwithstanding anything to the contrary herein, in the event that the Company’s payment of the amounts described in Section 8(a) would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Executive and the Company agree to work together in good faith to restructure such benefit.

Separation and Release of Claims Agreement. As a condition of the Executive’s receipt of the Severance Benefits or, in the event of the Executive’s termination due to his Disability, Separation Benefits, the Executive must execute and return to the Company a separation and release of claims agreement provided by and satisfactory to the Company (the “Separation Agreement”), and such Separation Agreement must become binding and enforceable within 60 calendar days after the Executive’s termination of employment or such shorter period as may be specified by the Company in the Separation Agreement. Except as provided in section Section 15 below, any payments to be made either in a lump sum or in the form of salary continuation pursuant to the terms of Section 8(a) of this Agreement shall be payable in accordance with the normal payroll practices of the Company, with such payment or, as may be applicable, the first such payment, due and payable as soon as administratively practicable following the date the Separation Agreement becomes effective (provided, however, that if the 60-day period following the Executive’s termination from employment would end in a calendar year subsequent to the year in which the Executive’s employment ends, payments will not be made or begin before the first payroll period of the subsequent year). For the avoidance of doubt, if the Executive does not timely execute the Separation Agreement, or if the Executive revokes the executed Separation Agreement within the time period permitted by law, the Executive will not be entitled to any payments or benefits (including the accelerated vesting of stock options or other equity awards) set forth in Section 8 of this Agreement, any stock options and other equity awards that vested on account of such termination as provided for in Section 8(a) or 8(b) of this Agreement, as applicable, shall be cancelled with no consideration due to the Executive, and the Company will not have any further obligations to the Executive under this Agreement or otherwise. The Executive agrees that, should the Executive become eligible to participate in the medical plan of any subsequent employer prior to the conclusion of the Severance Period, the Executive will provide the Company with written notice thereof within five (5) business days of such eligibility. The Executive further agrees to repay any overpayment of health benefit premiums made by the Company hereunder. Notwithstanding anything to the contrary herein, in the event that the Company’s payment of the amounts described in Section 8(a) would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Executive and the Company agree to work together in good faith to restructure such benefit.