Common use of The Accrued and Other Obligations Clause in Contracts

The Accrued and Other Obligations. The benefits and compensation described in Sections 5(f)(i) through (iii) that the Executive shall receive is referred to jointly herein as the “Disability Severance Compensation.” The Company shall not be obligated to pay or provide to the Executive any Disability Severance Compensation due and owing to him on or after the date that he willfully and materially breaches Section 7 and/or Section 8 of this Agreement; provided, however, that before the Company ceases paying or providing any such Disability Severance Compensation, the Company shall give the Executive written notice of the event or events giving rise to such forfeiture and no less than twenty (20) days to cure and if the Executive cures such event or events, the Disability Severance Compensation shall continue to be paid or provided as set forth herein. Whether the Executive has willfully and materially breached Section 7 and/or Section 8 shall be subject to de novo review in accordance with Section 18 below. Also, no Disability Severance Compensation shall be paid to the Executive until he executes and delivers to the Company, and does not revoke in the time period provided therein, the release attached hereto as Exhibit A. Upon the Executive delivering and not revoking such Release, DFG and DFC agree to execute and promptly deliver the Release attached hereto as Exhibit B to the Executive. If the Executive delivers and does not revoke the Release in the time period provided therein, the Disability Severance Compensation shall be due and payable to him; provided, however, that such Release shall not be effective as a release of claims until the Company delivers the Release attached hereto as Exhibit B to the Executive. The parties hereto acknowledge that the Disability Severance Compensation to be provided under this Section 5(f) is to be provided in consideration for the above-specified release. The Disability Severance Compensation described in this Section 5(f) supersedes any other severance payment provided by any Company policy, plan or practice. Therefore, the Executive acknowledges and agrees that he is not eligible to receive any severance payment under any other Company severance policy, plan or practice. The foregoing will not be construed to limit the Executive’s right to payment or reimbursement for claims under any disability plan, policy or arrangement of the Company in accordance with the terms of such plan, policy or arrangement.

The Accrued and Other Obligations. The benefits and compensation described in Sections 5(f)(i5(d)(i) through (iiivii) that the Executive shall receive is referred to jointly herein as the “Disability Severance Compensation.” . The Company Executive shall not be obligated entitled to pay or provide to any Severance Compensation unless (i) the Executive complies with all surviving provisions of any Disability Severance Compensation due non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by the Executive, and owing to him on or after the date that he willfully and materially breaches Section 7 and/or Section 8 of this Agreement; provided, however, that before the Company ceases paying or providing any such Disability Severance Compensation, the Company shall give (ii) the Executive written notice of the event or events giving rise to such forfeiture and no less than twenty (20) days to cure and if the Executive cures such event or events, the Disability Severance Compensation shall continue to be paid or provided as set forth herein. Whether the Executive has willfully and materially breached Section 7 and/or Section 8 shall be subject to de novo review in accordance with Section 18 below. Also, no Disability Severance Compensation shall be paid to the Executive until he executes and delivers to the Company a release in form and substance acceptable to the Company, and does not revoke in such release becomes irrevocable by the time period provided therein60th day following the effective date of the Executive’s Separation from Service, by which the Executive releases the Company from any obligations and liabilities of any type whatsoever, including those arising out of his employment, the termination of employment, or under this Agreement, except for the Company’s obligations with respect to the Severance Compensation, which release attached hereto as Exhibit A. Upon shall not affect the Executive delivering Executive’s right to indemnification, if any, for actions taken within the scope of his employment including reimbursement for all costs and not revoking such Releaseattorneys fees relating to litigation, DFG and DFC agree to execute and promptly deliver the Release attached hereto as Exhibit B judgments or awards, related to the Executive’s performance of the duties and responsibilities of his position. If the Executive delivers and does not revoke the Release in the time period provided thereinSubject to Section 5(j) below, the Disability Severance Compensation shall will be due paid or provided (or will begin to be paid or provided) as soon as administratively practicable after the release becomes irrevocable, provided that if the 60 day period described above begins in one taxable year and payable to him; provided, however, that ends in a second taxable year such Release payments or benefits shall not be effective as a release of claims commence until the Company delivers the Release attached hereto as Exhibit B to the Executivesecond taxable year. The parties hereto acknowledge that the Disability Severance Compensation to be provided under this Section 5(f5(d) is to be provided in consideration for the above-specified release. The Disability Severance Compensation described in this Section 5(f5(d) supersedes or any applicable Section below is intended to supersede any other severance payment provided by any Company policy, plan or practice. Therefore, to the extent that the Executive acknowledges and agrees that he is not eligible to receive receives Severance Compensation consistent with the terms of Section 5, the Executive shall be disqualified from receiving any severance payment under any other Company severance policy, plan or practice. The foregoing will not be construed to limit the Executive’s right to payment or reimbursement for claims under any disability plan, policy or arrangement of the Company in accordance with the terms of such plan, policy or arrangement.

The Accrued and Other Obligations. The benefits and compensation described in Sections 5(f)(i) through (iiiv) that the Executive shall receive is referred to jointly herein as the “Disability Severance Compensation.” The Company shall not be obligated to pay or provide to the Executive any Disability Severance Compensation due and owing to him on or after the date that he willfully and materially breaches Section 7 and/or Section 8 of this Agreement; provided, however, that before the Company ceases paying or providing any such Disability Severance Compensation, the Company shall give the Executive written notice of the event or events giving rise to such forfeiture and no less than twenty (20) days to cure and if the Executive cures such event or events, the Disability Severance Compensation shall continue to be paid or provided as set forth herein. Whether the Executive has willfully and materially breached Section 7 and/or Section 8 shall be subject to de novo review in accordance with Section 18 below. Also, no Disability Severance Compensation shall be paid to the Executive unless and until he executes and delivers to the Company, and does not revoke in the time period provided therein, Company the release attached hereto as Exhibit A. A, and such Release becomes irrevocable within 60 days following the effective date of the Executive’s termination of employment. Upon the Executive delivering and not revoking such Release, DFG and DFC agree to execute and promptly deliver the Release attached hereto as Exhibit B to the Executive. If the Executive delivers and does not revoke the Release in and it becomes irrevocable within 60 days of the time period provided thereinExecutive’s termination of employment, the Disability Severance Compensation shall be due and payable to him; provided, however, that such Release shall not be effective as a release of claims until the Company delivers the Release attached hereto as Exhibit B to the Executive. The Disability Severance Compensation will be paid or provided (or, as applicable, will begin to be paid or provided) as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60-day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. The parties hereto acknowledge that the Disability Severance Compensation to be provided under this Section 5(f) is to be provided in consideration for the above-specified release. The Disability Severance Compensation described in this Section 5(f) supersedes any other severance payment provided by any Company policy, plan or practice. Therefore, the Executive acknowledges and agrees that he is not eligible to receive any severance payment under any other Company severance policy, plan or practice. The foregoing will not be construed to limit the Executive’s right to payment or reimbursement for claims under any disability plan, policy or arrangement of the Company in accordance with the terms of such plan, policy or arrangement.

The Accrued and Other Obligations. The benefits and compensation described in Sections 5(f)(i5(d)(i) through (iiivii) that the Executive shall receive is referred to jointly herein as the “Disability Severance Compensation.” . The Company Executive shall not be obligated entitled to pay or provide to any Severance Compensation unless (i) the Executive complies with all surviving provisions of any Disability Severance Compensation due non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by the Executive, and owing to him on or after the date that he willfully and materially breaches Section 7 and/or Section 8 of this Agreement; provided, however, that before the Company ceases paying or providing any such Disability Severance Compensation, the Company shall give (ii) the Executive written notice of the event or events giving rise to such forfeiture and no less than twenty (20) days to cure and if the Executive cures such event or events, the Disability Severance Compensation shall continue to be paid or provided as set forth herein. Whether the Executive has willfully and materially breached Section 7 and/or Section 8 shall be subject to de novo review in accordance with Section 18 below. Also, no Disability Severance Compensation shall be paid to the Executive until he executes and delivers to the Company a release in form and substance acceptable to the Company, and does not revoke in such release becomes irrevocable by the time period provided therein60th day following the effective date of the Executive’s Separation from Service, by which the Executive releases the Company from any obligations and liabilities of any type whatsoever, including those arising out of his employment, the termination of employment, or under this Agreement, except for the Company’s obligations with respect to the Severance Compensation, which release attached hereto as Exhibit A. Upon shall not affect the Executive delivering Executive’s right to indemnification, if any, for actions taken within the scope of his employment including reimbursement for all costs and not revoking such Releaseattorneys’ fees relating to litigation, DFG and DFC agree to execute and promptly deliver the Release attached hereto as Exhibit B judgments or awards, related to the Executive’s performance of the duties and responsibilities of his position. If the Executive delivers and does not revoke the Release in the time period provided thereinSubject to Section 5(j) below, the Disability Severance Compensation shall will be due paid or provided (or will begin to be paid or provided) as soon as administratively practicable after the release becomes irrevocable, provided that if the 60 day period described above begins in one taxable year and payable to him; provided, however, that ends in a second taxable year such Release payments or benefits shall not be effective as a release of claims commence until the Company delivers the Release attached hereto as Exhibit B to the Executivesecond taxable year. The parties hereto acknowledge that the Disability Severance Compensation to be provided under this Section 5(f5(d) is to be provided in consideration for the above-specified release. The Disability Severance Compensation described in this Section 5(f5(d) supersedes or any applicable Section below is intended to supersede any other severance payment provided by any Company policy, plan or practice. Therefore, to the extent that the Executive acknowledges and agrees that he is not eligible to receive receives Severance Compensation consistent with the terms of Section 5, the Executive shall be disqualified from receiving any severance payment under any other Company severance policy, plan or practice. The foregoing will not be construed to limit the Executive’s right to payment or reimbursement for claims under any disability plan, policy or arrangement of the Company in accordance with the terms of such plan, policy or arrangement.

The Accrued and Other Obligations. The benefits and compensation described in Sections 5(f)(i5(d)(i) through (iiivii) that the Executive shall receive is referred to jointly herein as the “Disability Severance Compensation.” . The Company Executive shall not be obligated entitled to pay or provide to any Severance Compensation unless (i) the Executive complies with all surviving provisions of any Disability Severance Compensation due non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by the Executive, and owing to him on or after the date that he willfully and materially breaches Section 7 and/or Section 8 of this Agreement; provided, however, that before the Company ceases paying or providing any such Disability Severance Compensation, the Company shall give (ii) the Executive written notice of the event or events giving rise to such forfeiture and no less than twenty (20) days to cure and if the Executive cures such event or events, the Disability Severance Compensation shall continue to be paid or provided as set forth herein. Whether the Executive has willfully and materially breached Section 7 and/or Section 8 shall be subject to de novo review in accordance with Section 18 below. Also, no Disability Severance Compensation shall be paid to the Executive until he executes and delivers to the CompanyCompany after a notice of termination, and does not revoke revoke, a release in form and substance acceptable to the time period provided thereinCompany by which the Executive releases the Company from any obligations and liabilities of any type whatsoever, including those arising out of his employment, the termination of employment, or under this Agreement, except for the Company’s obligations with respect to the Severance Compensation, which release attached hereto as Exhibit A. Upon shall not affect the Executive delivering Executive’s right to indemnification, if any, for actions taken within the scope of his employment including reimbursement for all costs and not revoking such Releaseattorneys fees relating to litigation, DFG and DFC agree to execute and promptly deliver the Release attached hereto as Exhibit B judgments or awards, related to the Executive. If ’s performance of the Executive delivers duties and does not revoke the Release in the time period provided therein, the Disability Severance Compensation shall be due and payable to him; provided, however, that such Release shall not be effective as a release responsibilities of claims until the Company delivers the Release attached hereto as Exhibit B to the Executivehis position. The parties hereto acknowledge that the Disability Severance Compensation to be provided under this Section 5(f5(d) is to be provided in consideration for the above-specified release. The Disability Severance Compensation described in this Section 5(f5(d) supersedes is intended to supersede any other severance payment provided by any Company policy, plan or practice. Therefore, to the extent that the Executive acknowledges and agrees that he is not eligible to receive receives Severance Compensation consistent with the terms of this Section, the Executive shall be disqualified from receiving any severance payment under any other Company severance policy, plan or practice. The foregoing will not be construed to limit the Executive’s right to payment or reimbursement for claims under any disability plan, policy or arrangement of the Company in accordance with the terms of such plan, policy or arrangement.