Common use of Release Required Timing of Payments Clause in Contracts

Release Required Timing of Payments. (a) Prior to the payment of any Severance Benefits, Executive shall execute and allow to become effective a standard employment release agreement (the “Release”) releasing the Company (and the other Released Parties named in the Release) from any and all claims Executive (or any other Releasors, as defined in the Release) may have against such entities related to or arising in connection with events occurring prior to signing the release, including relating to or in connection with Executive’s employment, the terms of such employment, and termination thereof within the time frame set forth therein, but not later than sixty (60) days following Executive’s Separation from Service (the date such Release becomes effective, “Release Effective Date”). No Severance Benefits shall be paid or provided prior to the Release Effective Date. (b) The Release shall be in substantially the form attached hereto as Exhibit A, and shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s continuing obligations to the Company (including but not limited to obligations under any confidentiality, non-compete and/or non-solicitation agreement with the Company). Unless a Change in Control has occurred, the Board, in its sole discretion, may modify the form of the required Release to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with Executive. (c) Within five (5) days following the Release Effective Date, the Company will pay (or commence payment of) the Severance Benefits Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of benefits being paid as originally scheduled. Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that any of the Severance Benefits constitute “deferred compensation” under Section 409A (defined below), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, no Severance Benefits will be paid prior to the 60th day following Executive’s Separation from Service. On the 60th day following the date of Separation from Service, the Company will pay to Executive the Severance Benefits that Executive would otherwise have received on or prior to such date, with the balance of the Severance Benefits being paid as originally scheduled.

Release Required Timing of Payments. (a) Prior to the payment of any Severance CIC Benefits, Executive shall execute and allow to become effective a standard employment release agreement (the “Release”) releasing the Company (and the other Released Parties named in the Releaseits successor) from any and all claims Executive (or any other Releasors, as defined in the ReleaseExecutive’s estate or beneficiaries) may have against such entities related to or arising in connection with events occurring prior to signing the release, including relating to his or in connection with Executive’s employment, her employment and the terms of such employment, employment and termination thereof (the “Release”) within the time frame set forth therein, but not later than sixty (60) 60 days following Executive’s Separation from Service (the date such Release becomes effective, “Release Effective Date”). No Severance CIC Benefits shall be paid or provided prior to the Release Effective Date. (b) The Release shall be in substantially the form attached hereto as Exhibit A, and shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s continuing obligations to the Company (including but not limited to obligations under any confidentiality, non-compete and/or non-solicitation agreement with the Company). Unless a Change in Control has occurred, the Board, in its sole discretion, may modify the form of the required Release to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with Executive. (c) Within five (5) days following the Release Effective Date, the Company will pay (or commence payment of) the Severance CIC Benefits Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with 10996058 v4 the balance of benefits being paid as originally scheduled. Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that any of the Severance CIC Benefits constitute “deferred compensation” under Section 409A (defined below), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, no Severance CIC Benefits will be paid prior to the 60th day following Executive’s Separation from Service. On the 60th day following the date of Separation from Service, the Company will pay to Executive the Severance CIC Benefits that Executive would otherwise have received on or prior to such date, with the balance of the Severance CIC Benefits being paid as originally scheduled.