Common use of Waiver and Release Clause in Contracts

Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, unless expressly waived in writing by the Board in its sole discretion, the Executive shall not be entitled to any Severance Benefit, and the Company shall not pay such Severance Benefit (other than accrued Base Salary and unreimbursed business expenses as of the termination date), unless the Executive timely executes and delivers to the Company a general release (which shall be provided by the Company not later than five (5) days from the date on which the Executive's employment is terminated and be substantially in the form attached hereto as Exhibit A), whereby the Executive (or his estate or legally appointed personal representative) releases the Company (and affiliates of the Company and other designated persons) from all employment based or related claims of the Executive and all obligations of the Company to the Executive other than with respect to (x) the Company's obligations to make and provide the Severance Benefit and (y) any vested benefits to which the Executive is entitled under the terms of any Company benefit or equity plan, and the Executive does not revoke such release within any applicable revocation period following the Executive's delivery of the executed release to the Company. If the requirements of this Section 4(f) are not satisfied by the Executive (or his estate or legally appointed personal representative), then no Severance Benefit (other than accrued Base Salary and unreimbursed business expenses as of the termination date) shall be due to the Executive (or his estate) pursuant to this Agreement.

Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, unless expressly waived in writing by the Board in its sole discretion, the Executive shall not be entitled to any CIC Severance BenefitBenefit or Good Leaver Severance Benefit or the CIC Equity Treatment or Good Leaver Equity Treatment, and the Company shall not pay such Severance Benefit (be obligated to make any payment to Executive other than accrued Base Salary and unreimbursed business expenses as of the termination datedate (and any payments otherwise required by applicable law), unless the Executive timely executes and delivers to the Company a general release (which shall be provided by the Company not later than five (5) days from the date on which the Executive's ’s employment is terminated and be substantially in the form attached hereto as Exhibit A), whereby the Executive (or his the Executive’s estate or legally appointed personal representative) (i) releases the Company (and affiliates Affiliates of the Company and other designated persons) from all employment based or related claims of the Executive and all obligations of the Company to the Executive other than with respect to (x) the Company's ’s obligations to make and provide the CIC Severance Benefit or Good Leaver Severance Benefit and the Good Leaver Equity Treatment or CIC Equity Treatment, as applicable, (y) any vested benefits to which the Executive is entitled under the terms of any Company benefit or equity plan, or (z) any other obligation as required by applicable law, and (ii) the Executive does not revoke such release within any applicable revocation period following the Executive's ’s delivery of the executed release to the Company. If the requirements of this Section 4(f4(i) are not timely satisfied by the Executive (or his the Executive’s estate or legally appointed personal representative), then no CIC Severance Benefit (other than accrued Base Salary and unreimbursed business expenses as of the termination date) Benefit, Good Leaver Severance Benefit, CIC Equity Treatment or Good Leaver Equity Treatment shall be due to the Executive (or his the Executive’s estate) pursuant to this Agreement.

Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, unless expressly waived the Employer shall not make or provide the Involuntary Termination Severance Benefits or the Change in writing by the Board in its sole discretionControl Severance Benefits (collectively, the Executive shall not be entitled to any "Severance Benefit, and the Company shall not pay such Severance Benefit (other than accrued Base Salary and unreimbursed business expenses as of the termination date)Benefits") under this Section 4, unless the Executive timely executes and delivers to the Company Employer a general release (which shall be provided by the Company Employer not later than five (5) business days from the date on which the Executive's ’s employment is terminated and be substantially in the form attached hereto as Exhibit AB, the "Waiver and Release"), whereby and such Waiver and Release remains in full force and effect, has not been revoked and is no longer subject to revocation, within sixty (60) calendar days after the Executive (or his estate or legally appointed personal representative) releases the Company (and affiliates date of the Company and other designated persons) from all employment based or related claims of the Executive and all obligations of the Company to the Executive other than with respect to (x) the Company's obligations to make and provide the Severance Benefit and (y) any vested benefits to which the Executive is entitled under the terms of any Company benefit or equity plan, and the Executive does not revoke such release within any applicable revocation period following the Executive's delivery of the executed release to the Companytermination. If the requirements of this Section 4(f4(g) are not satisfied by the Executive (or his the Executive’s estate or legally appointed personal representative), then no Severance Benefit (other than accrued Base Salary and unreimbursed business expenses as of the termination date) Benefits shall be due to the Executive (or his the Executive’s estate) pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, the Severance Benefits shall not be paid until the first scheduled payment date following the date the Waiver and Release is executed and no longer subject to revocation; provided, that if the period during which the Executive has discretion to execute or revoke the Waiver and Release straddles two (2) calendar years, then the Severance Benefits shall be paid or commence being paid, as applicable, in the second calendar year, with the first such payment being in an amount equal to the total amount to which the Executive would otherwise have been entitled during the period following the date of termination if such deferral had not been required.

Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, unless expressly waived in writing by the Board Compensation Committee of the Board, in its sole discretion, the Executive shall not be entitled to any Severance Benefit, and the Company shall not pay such Severance Benefit (make or provide any severance payments or benefits provided under this Section IV, other than accrued Base Salary and unreimbursed business expenses as of the termination date)Accrued Rights, unless (i) within fifty (50) days from the date on which Executive’s employment is terminated, Executive timely (or his estate) executes and delivers to the Company a general release (which shall be provided by the Company not later than five (5) days from the date on which the Executive's ’s employment is terminated and be substantially in the form attached hereto as Exhibit Attachment A), whereby the Executive (or his estate or legally appointed personal representativeestate) releases the Company (and affiliates of the Company and other designated persons) from all employment based or related claims of the Executive and all obligations of the Company to the Executive other than with respect to (x) the Company's ’s obligations to make and provide the Severance Benefit severance payments and benefits as provided in this Section IV. and (y) any vested benefits to which the Executive is entitled under the terms of any Company benefit or equity plan, and the (ii) Executive does not revoke such release within any applicable revocation period following the Executive's ’s delivery of the executed release to the Company. If the requirements of this Section 4(fIV.G. are satisfied, then, subject to Section IV.H. below, the severance payments and benefits to which Executive is otherwise entitled to receive under this Section IV. shall begin or be made, as applicable, without interest, on the sixtieth (60th) day following the date on which Executive’s employment was terminated or, if applicable, such later date as provided in this Section IV. If the requirements of this Section IV.G. are not satisfied by the Executive (or his estate or legally appointed personal representative)Executive, then no Severance Benefit (severance payments or benefits, other than accrued Base Salary and unreimbursed business expenses as of the termination date) Accrued Rights, shall be due to the Executive (or his estate) pursuant to this Agreement.

Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, unless expressly waived in writing by the Board in its sole discretion, the Executive shall not be entitled to any Severance Benefit, and the Company shall not pay such make or provide any Severance Benefit Benefits under this Section 4 (other than accrued Base Salary and unreimbursed business expenses as of the termination dateAccrued Rights), unless the Executive timely executes and delivers to the Company a general release (which shall be provided by the Company not later than five (5) days from the date on which the Executive's ’s employment is terminated and be substantially in the form attached hereto as Exhibit AB), whereby the Executive (or his estate or legally appointed personal representative) releases the Company (and affiliates of the Company and other designated persons) from all employment based or related claims of the Executive and all obligations of the Company to the Executive other than with respect to (x) the Company's ’s obligations to make and provide the Severance Benefit Benefits and (y) any vested benefits to which the Executive is entitled under the terms of any Company benefit or equity plan, and the Executive does not revoke such release within any applicable revocation period following the Executive's ’s delivery of the executed release to the Company. If the requirements of this Section 4(f4(h) are not satisfied by the Executive (or his estate or legally appointed personal representative), then no Severance Benefit Benefits (other than accrued Base Salary and unreimbursed business expenses as of the termination dateAccrued Rights) shall be due to the Executive (or his estate) pursuant to this Agreement.

Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, unless expressly waived in writing by the Board in its sole discretion, the Executive shall not be entitled to any Severance Benefit, and the Company shall not pay such Severance Benefit (other than accrued Base Salary and unreimbursed business expenses as of the termination date), unless the Executive timely executes and delivers to the Company a general release (which shall be provided by the Company not later than five (5) days from the date on which the Executive's employment is terminated and be substantially in the form attached hereto as Exhibit AB), whereby the Executive (or his estate or legally appointed personal representative) releases the Company (and affiliates of the Company and other designated persons) from all employment based or related claims of the Executive and all obligations of the Company to the Executive other than with respect to (x) the Company's obligations to make and provide the Severance Benefit and (y) any vested benefits to which the Executive is entitled under the terms of any Company benefit or equity plan, and the Executive does not revoke such release within any applicable revocation period following the Executive's delivery of the executed release to the Company. If the requirements of this Section 4(f) are not satisfied by the Executive (or his estate or legally appointed personal representative), then no Severance Benefit (other than accrued Base Salary and unreimbursed business expenses as of the termination date) shall be due to the Executive (or his estate) pursuant to this Agreement.

Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, unless expressly waived in writing by the Board in its sole discretion, the Executive Employee shall not be entitled to any Severance Benefit or Modified Severance Benefit, and the Company shall not pay such Severance Benefit the same (other than accrued Base Salary and unreimbursed business expenses as of the termination date), unless the Executive Employee timely executes and delivers to the Company a general release (which shall be provided by the Company not later than five (5) days from the date on which the ExecutiveEmployee's employment is terminated and be substantially in the form attached hereto as Exhibit A), whereby the Executive Employee (or his estate or legally appointed personal representative) releases the Company (and affiliates of the Company and other designated persons) from all employment based or related claims of the Executive Employee and all obligations of the Company to the Executive Employee other than with respect to (x) the Company's obligations to make and provide the Severance Benefit or Modified Severance Benefit, as applicable, and (y) any vested benefits to which the Executive Employee is entitled under the terms of any Company benefit or equity plan, and the Executive Employee does not revoke such release within any applicable revocation period following the ExecutiveEmployee's delivery of the executed release to the Company. If the requirements of this Section 4(f) are not satisfied by the Executive Employee (or his estate or legally appointed personal representative), then no Severance Benefit or Modified Severance Benefit, as applicable (other than accrued Base Salary and unreimbursed business expenses as of the termination date) shall be due to the Executive Employee (or his estate) pursuant to this Agreement.

Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, unless expressly waived in writing by the Board in its sole discretion, the Executive shall not be entitled to any Severance Benefit, and the Company shall not pay such make or provide any Severance Benefit Benefits under this Section 4 (other than accrued Base Salary and unreimbursed business expenses as of the termination date), Accrued Rights) unless the Executive timely executes and delivers to the Company a general release (which shall be provided by the Company not later than five (5) days from the date on which the Executive's ’s employment is terminated and be substantially in the form attached hereto as Exhibit AB), whereby the Executive (or his estate or legally appointed personal representative) releases the Company (and affiliates of the Company and other designated persons) from all employment based or related claims of the Executive and all obligations of the Company to the Executive other than with respect to (x) the Company's ’s obligations to make and provide the Severance Benefit Benefits and (y) any vested benefits to which the Executive is entitled under the terms of any Company benefit or equity plan, and the Executive does not revoke such release within any applicable revocation period following the Executive's ’s delivery of the executed release to the Company. If the requirements of this Section 4(f) are not satisfied by the Executive (or his estate or legally appointed personal representative), then no Severance Benefit Benefits (other than accrued Base Salary and unreimbursed business expenses as of the termination dateAccrued Rights) shall be due to the Executive (or his estate) pursuant to this Agreement.

Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, unless expressly waived in writing by the Board in its sole discretion, the Executive shall not be entitled to any Severance Benefit, and the Company shall not pay such make or provide any Severance Benefit Benefits under this Section 4 (other than accrued Base Salary and unreimbursed business expenses as of the termination date), Accrued Rights) unless the Executive timely executes and delivers to the Company a general release (which shall be provided by the Company not later than five (5) days from the date on which the Executive's ’s employment is terminated and be substantially in the form attached hereto as Exhibit A), whereby the Executive (or his estate or legally appointed personal representative) releases the Company (and affiliates of the Company and other designated persons) from all employment based or related claims of the Executive and all obligations of the Company to the Executive other than with respect to (x) the Company's ’s obligations to make and provide the Severance Benefit Benefits and (y) any vested benefits to which the Executive is entitled under the terms of any Company benefit or equity plan, and the Executive does not revoke such release within any applicable revocation period following the Executive's ’s delivery of the executed release to the Company. If the requirements of this Section 4(f4(e) are not satisfied by the Executive (or his estate or legally appointed personal representative), then no Severance Benefit Benefits (other than accrued Base Salary and unreimbursed business expenses as of the termination dateAccrued Rights) shall be due to the Executive (or his estate) pursuant to this Agreement.

Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, unless expressly waived in writing by the Board in its sole discretion, the Executive shall not be entitled to any Severance Benefit, and the Company shall not pay such make or provide any Severance Benefit Benefits under this Section 4 (other than accrued Base Salary and unreimbursed business expenses as of the termination date), Accrued Rights) unless the Executive timely executes and delivers to the Company a general release (which shall be provided by the Company not later than five (5) days from the date on which the Executive's ’s employment is terminated and be substantially in the form attached hereto as Exhibit AB), whereby the Executive (or his estate or legally appointed personal representative) releases the Company (and affiliates of the Company and other designated persons) from all employment based or related claims of the Executive and all obligations of the Company to the Executive other than with respect to (x) the Company's ’s obligations to make and provide the Severance Benefit Benefits and (y) any vested benefits to which the Executive is entitled under the terms of any Company benefit or equity plan, and the Executive does not revoke such release within any applicable revocation period following the Executive's ’s delivery of the executed release to the Company. If the requirements of this Section 4(f4(e) are not satisfied by the Executive (or his estate or legally appointed personal representative), then no Severance Benefit Benefits (other than accrued Base Salary and unreimbursed business expenses as of the termination dateAccrued Rights) shall be due to the Executive (or his estate) pursuant to this Agreement.

Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, unless expressly waived in writing by the Board in its sole discretion, the Executive shall not be entitled to any Severance Benefit, and the Company shall not pay such Severance Benefit (other than accrued Base Salary and unreimbursed business expenses as of the termination date), unless the Executive timely executes and delivers to the Company a general release (which shall be provided by the Company not later than five (5) days from the date on which the Executive's employment is terminated and be substantially in the form attached hereto as Exhibit AC), whereby the Executive (or his estate or legally appointed personal representative) releases the Company (and affiliates of the Company and other designated persons) from all employment based or related claims of the Executive and all obligations of the Company to the Executive other than with respect to (x) the Company's obligations to make and provide the Severance Benefit and (y) any vested benefits to which the Executive is entitled under the terms of any Company benefit or equity plan, and the Executive does not revoke such release within any applicable revocation period following the Executive's delivery of the executed release to the Company. If the requirements of this Section 4(f) are not satisfied by the Executive (or his estate or legally appointed personal representative), then no Severance Benefit (other than accrued Base Salary and unreimbursed business expenses as of the termination date) shall be due to the Executive (or his estate) pursuant to this Agreement.

Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, unless expressly waived in writing by the Board in its sole discretion, the Executive shall not be entitled to any Severance Benefit or Modified Severance Benefit, and the Company shall not pay such Severance Benefit the same (other than accrued Base Salary and unreimbursed business expenses as of the termination date), unless the Executive timely executes and delivers to the Company a general release (which shall be provided by the Company not later than five (5) days from the date on which the Executive's ’s employment is terminated and be substantially in the form attached hereto as Exhibit A), whereby the Executive (or his estate or legally appointed personal representative) releases the Company (and affiliates of the Company and other designated persons) from all employment based or related claims of the Executive and all obligations of the Company to the Executive other than with respect to (x) the Company's ’s obligations to make and provide the Severance Benefit or Modified Severance Benefit, as applicable, and (y) any vested benefits to which the Executive is entitled under the terms of any Company benefit or equity plan, and the Executive does not revoke such release within any applicable revocation period following the Executive's ’s delivery of the executed release to the Company. If the requirements of this Section 4(f) are not satisfied by the Executive (or his estate or legally appointed personal representative), then no Severance Benefit or Modified Severance Benefit, as applicable (other than accrued Base Salary and unreimbursed business expenses as of the termination date) shall be due to the Executive (or his estate) pursuant to this Agreement.