Common use of Release Clause in Contracts

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to Payment and provision of the contrary benefits described in this Agreement, to the extent that any payments due under Sections 6(b) and 6(c) of this Agreement as a result of Executive’s termination of employment (the “Severance Payments”) are subject to Executive’s execution and delivery to NBTB of a Separation Agreement and Release, in substantially the form attached hereto as Exhibit A (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination“Release”), and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A which shall be made in the later taxable year. For purposes of incorporated by reference into this Section 11(d)Agreement and become a part hereof, “Release Expiration Date” shall mean the date that is twenty-one within sixty (2160) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment, which has (and not until it has) become irrevocable, releasing NBTB, NBT Bank, and any of their affiliates, and their directors, officers, and employees, from any and all claims or potential claims arising from or related to Executive’s employment are with NBTB, NBT Bank, or any of their affiliates or Executive’s termination of employment. If the Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, payments or benefits shall commence upon the first scheduled payment date immediately after the date the Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s Termination Date, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s Termination Date. The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this Section 11(d6(d) during the period of such delay, provided that Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 6(d), the Company may reimburse Executive the Company’s share of the cost of such amounts benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, in each case had such benefits commenced immediately upon Executive’s Termination Date. Any remaining benefits shall be paid reimbursed or provided by the Company in a lump sum on accordance with the first payroll date following the date that Executive executes schedule and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterprocedures specified herein.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments or other benefits due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (ia) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (iib) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiic) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A (as defined below) shall be made in the later taxable year. For purposes of this Section 11(d)7, “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A409A (as defined below)) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d)7, such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii7(c), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything any provision herein to the contrary in contrary, the payment of any amount or provision of any benefit pursuant to subsection (b), (d), or (e) of this AgreementSection 8 (other than the Accrued Obligations) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to the extent that Company, and non-revocation of the Release of Claims (and the expiration of any payments due under this Agreement as a result revocation period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if hereunder. If Executive fails to execute the Release on or of Claims in such a timely manner so as to permit any revocation period to expire prior to the Release Expiration Date end of such sixty (as defined below60) day period, or timely revokes Executive’s acceptance of the Release thereaftersuch release following its execution, Executive shall not be entitled to any payments or benefits otherwise conditioned on of the ReleaseSeverance Benefits. Further, and (iiii) in to the extent that any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as Severance Benefits constitutes “nonqualified deferred compensation compensation” for purposes of Section 409A shall be made in of the later taxable year. For purposes Code, any payment of this Section 11(d), “Release Expiration Date” shall mean any amount or provision of any benefit otherwise scheduled to occur prior to the date that is twenty-one sixtieth (2160th) days day following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d)hereunder, such amounts but for the condition on executing the Release of Claims as set forth herein, shall not be paid in a lump sum on made until the first regularly scheduled payroll date following such sixtieth (60th) day and (ii) to the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date that Executive executes and does not revoke the Release (of Claims is timely executed and the applicable revocation period has expired) orended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the case event of any payments subject a termination due to Section 11(d)(iii)Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on the first payroll period to occur in the subsequent taxable year, if laterExecutive’s behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs.

Release. Notwithstanding anything The Company’s obligation to pay Executive the Severance Payment (Section 4.2.1.1) and the Change in Control Severance Payment (Section 4.3.1), shall be subject to the contrary Executive executing a release of claims against the Company before the end of the Release Expiration Date (defined below) and provided further that nothing contained in this Agreement, such release shall constitute a release of the Company from any obligations it may have to the extent that any payments due Executive (a) under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution or any other written agreement between the Executive and delivery of a Release, (i) the Company shall in effect as of the date of termination; (b) relating to any employee benefit plan, stock option plan, stock option agreement or ownership of the Company’s stock or debt securities; or (c) relating to any rights of indemnification and/or defense under the Company’s certificate of incorporation, bylaws, under any other written agreement between the Executive and the Company or coverage under officers and directors insurance. The Company will deliver the Release such release to Executive pursuant to and in accordance with the terms of this Section 4.6 within ten (10) business calendar days following Executive’s Date the date on which such termination of Terminationemployment constitutes a separation of service under the terms of this Agreement, and the Company’s failure to deliver a Release such release prior to the expiration of such ten (10) business day period date of termination shall constitute a waiver of any requirement to execute a Releasesuch release. Assuming timely delivery of the release by the Company, (ii) if the release is pursuant to and in accordance with this Section 4.6, and Executive fails to execute the Release such release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafterDate, Executive shall will not be entitled to any payments Severance Payments or benefits otherwise conditioned on the Release, and (iii) Change in Control Severance Payment. In any case where Executive’s Date the date of Termination the separation from service and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on subject to the Release release condition and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), The term “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers to Executive the Release to Executiverelease meeting the requirements as provided above, or, or in the event that Executive’s termination of employment separation from service is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterdelivery.

Release. Notwithstanding anything any provision herein to the contrary contrary, the payment of any amount or provision of any benefit pursuant to subsection (b), (d), or (e) of this Section 8 (other than the Accrued Obligations) (collectively, the “Severance Benefits”) shall be conditioned upon Employee’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in this Agreementsuch Release of Claims) within sixty (60) days following the date of Employee’s termination of employment hereunder. If Employee fails to execute the Release of Claims in such a timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes his acceptance of such release following its execution, Employee shall not be entitled to any of the Severance Benefits. Further, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as Severance Benefits constitutes “nonqualified deferred compensation compensation” for purposes of Section 409A shall be made in of the later taxable year. For purposes Code, any payment of this Section 11(d), “Release Expiration Date” shall mean any amount or provision of any benefit otherwise scheduled to occur prior to the date that is twenty-one sixtieth (2160th) days day following the date upon which of Employee’s termination of employment hereunder, but for the Company timely delivers condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day, after which any remaining Severance Benefits shall thereafter be provided to Executive, orEmployee according to the applicable schedule set forth herein. For the avoidance of doubt, in the event that Executiveof a termination due to Employee’s termination of employment is “in connection with an exit incentive death or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967)Disability, the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of ExecutiveEmployee’s termination of employment are delayed pursuant obligations herein to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes execute and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), Claims may be satisfied on the first payroll period to occur in the subsequent taxable year, if laterhis behalf by his estate or a person having legal power of attorney over his affairs.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a the Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) 21 days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) 45 days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii11(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything As a condition of the Executive’s receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, the Executive must execute and deliver to the contrary Company a separation and release of claims agreement in this Agreementsubstantially the form to be provided by the Company (the “Release”), to which Release must become irrevocable within sixty (60) days following the extent that any payments due under this Agreement as a result date of the Executive’s termination of employment are subject (or such shorter period as may be directed by the Company). The Severance Benefits or the Change in Control Severance Benefits, as applicable, will be paid or commence to be paid in the first regular payroll beginning after the Release becomes effective, provided that if the foregoing sixty (60) day period would end in a calendar year subsequent to the year in which the Executive’s execution employment ends, the Severance Benefits or Change in Control Severance Benefits, as applicable, will not be paid or begin to be paid before the first payroll of the subsequent calendar year (the date the Severance Benefits or Change in Control Severance Benefits, as applicable, are paid or commence pursuant to this sentence, the “Payment Date”). The Executive must continue to comply with all post-employment obligations under law or in any agreement between the Executive and delivery the Company or any of its affiliates, including the Restrictive Covenant Agreements, any similar agreement with the Company or any of its affiliates and as set forth in the Release in order to be eligible to receive or continue receiving the Severance Benefits or Change in Control Severance Benefits, as applicable. For the avoidance of doubt, if the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason prior to a ReleaseChange in Control, (i) any then-outstanding and unvested time-based equity awards held by the Company Executive shall deliver remain outstanding (but any vesting shall be suspended) for up to (but no longer than) three (3) months following the Release to Executive within ten date of termination so that, if it is later determined that such termination occurred during the three (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release 3)-month period prior to the expiration closing of a Change in Control and the Executive is entitled to Change in Control Severance Benefits rather than Severance Benefits, the vesting of such ten (10) business day period shall constitute a waiver awards may be accelerated, in accordance with Section 8(c), immediately prior to the closing of any requirement to execute a Release, the Change in Control and (ii) any Change in Control Severance Benefits shall be reduced by any Severance Benefits previously paid to the Executive, if Executive fails to execute it is later determined that the Release on or termination occurred during the three (3)-month period prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance closing of a Change in Control and that the Release thereafter, Executive shall not be is entitled to any payments or benefits otherwise conditioned on the Release, and (iii) Change in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterControl Severance Benefits rather than Severance Benefits.

Release. Notwithstanding anything As a condition to the contrary receipt of any Severance Payment, Prorated Bonus, Health Insurance Continuation, or Outplacement Services hereunder, Employee, or his/her personal representative, shall be required to execute a written release agreement in a form satisfactory to the Company containing, among other items, a general release of claims against the Company and, as an additional condition to the receipt of such amounts or benefits, Employee shall refuse to exercise any right to revoke such release agreement during any applicable revocation period. Such written release under this Section 2.9 (i) shall be delivered to Employee within three (3) days after the date of termination of Employee’s employment, and (ii) must be executed by Employee and the revocation period must expire without revocation of such release within 60 days following the date of termination of employment or Employee shall forfeit the compensation and benefits provided under this Agreement that are conditioned upon the release. For any Severance Payment (or installment thereof) payable under this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Severance Payment is not required to be delayed for six (6) months due to Employee’s qualification as a “specified employee” as defined in Code Section 409A and (ii) such payment(s) would otherwise be paid or provided to Employee within the 60-day period following the date of termination of employment, such payment(s) shall not be made until the first regular Company shall deliver the Release to Executive within ten payroll date occurring at least five (105) business days after Employee’s execution of the written release and the expiration of the applicable revocation period, except where the 60-day period following Executive’s Date the date of Terminationtermination of employment spans two (2) different calendar years, and in which case such payment(s) will not be made until the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made first regular Company payroll date occurring in the later taxable yearcalendar year during the 60-day period. For purposes the sake of this Section 11(d)clarification, “Release Expiration Date” shall mean the date any Severance Payment (or installment thereof) that is twentywould otherwise be made within such 60-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment day period but are delayed pursuant to this Section 11(d), such amounts because of the immediately preceding sentence shall accrue and be paid to Employee in a single lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, specified in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterimmediately preceding sentence.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a the Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d10(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d10(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii10(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a the Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiii) in any case where Executive’s Date of Termination and the last day the Release Expiration Date may be considered or, if applicable, revoked, fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d10(d), “Release Expiration Date” shall mean (1) if Executives is under 40 years old as of the Date of Termination, the date that is twenty-one seven (217) days following the date upon which the Company timely delivers the Release to Executive, and (2) if Executive is 40 years or older as of the Date of Termination, the date that is 21 days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) 45 days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d10(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii10(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) 21 days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) 45 days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a ReleaseRelease of Claims, (iA) the Company shall deliver the Release of Claims to Executive within ten (10) business days following Executive’s Date of TerminationTermination Date, and the Company’s failure to deliver a Release of Claims prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a ReleaseRelease of Claims, (iiB) if Executive fails to execute the Release of Claims on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release of Claims thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the ReleaseRelease of Claims, and (iiiC) in any case where Executive’s Termination Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release of Claims and are treated as nonqualified deferred compensation for purposes of Section 409A of the Code shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean (1) if Executive is under 40 years old as of the Termination Date, the date that is twenty-seven (7) days following the date upon which the Company timely delivers the Release of Claims to Executive, or such shorter time prescribed by the Company, and (2) if Executive is 40 years or older as of the Termination Date, the date that is twenty one (21) days following the date upon which the Company timely delivers the Release of Claims to Executive, or, in the event that if Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-forty five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d14(a)(v), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release of Claims (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii14(a)(v)(C), on the first payroll period date to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a the Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d10(d), “Release Expiration Date” shall mean the date that is twenty-one (21) 21 days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) 45 days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d10(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii10(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything As a condition of the Executive’s receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, the Executive must execute and deliver to the contrary Company a separation and release of claims agreement in this Agreementsubstantially the form to be provided by the Company (the “Release”), to which Release must become irrevocable within sixty (60) days following the extent that any payments due under this Agreement as a result date of the Executive’s termination of employment are subject (or such shorter period as may be directed by the Company). The Severance Benefits or the Change in Control Severance Benefits, as applicable, will be paid or commence to be paid in the first regular payroll beginning after the Release becomes effective, provided that if the foregoing sixty (60) day period would end in a calendar year subsequent to the year in which the Executive’s execution employment ends, the Severance Benefits or Change in Control Severance Benefits, as applicable, will not be paid or begin to be paid before the first payroll of the subsequent calendar year (the date the Severance Benefits or Change in Control Severance Benefits, as applicable, are paid or commence pursuant to this sentence, the “Payment Date”). The Executive must continue to comply with all post-employment obligations under law or in any agreement between the Executive and delivery the Company or any of its affiliates, including the Restrictive Covenant Agreement, any similar agreement with the Company or any of its affiliates and as set forth in the Release in order to be eligible to receive or continue receiving the Severance Benefits or Change in Control Severance Benefits, as applicable. For the avoidance of doubt, if the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason prior to a ReleaseChange in Control, (i) any then-outstanding and unvested time-based equity awards held by the Executive shall remain outstanding (but any vesting shall be suspended) for up to (but no longer than) three (3) months following the date of termination so that, if it is later determined that such termination occurred during the three (3)-month period prior to the closing of a Change in Control and the Executive is entitled to Change in Control Severance Benefits rather than Severance Benefits, the vesting of such awards may be accelerated, in accordance with Section 7(c), immediately prior to the closing of the Change in Control and (ii) any Change in Control Severance Benefits shall be reduced by any Severance Benefits previously paid to the Executive, if it is later determined that the termination occurred during the three (3)-month period prior to the closing of a Change in Control and that the Executive is entitled to Change in Control Severance Benefits rather than Severance Benefits. Nothing in any Release or this Agreement shall require the Executive to mitigate any Severance Benefits or Change in Control Severance Benefits and the Company shall deliver the Release not apply any set-offs to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due amounts owed under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterAgreement.

Release. Notwithstanding anything As a condition to receiving any Severance Benefits or Change of Control Benefits to which the Employee may otherwise be entitled under Section 6.4(a) or Section 6.4(b), the Employee will execute a release (the “Release”), which will include an affirmation of the restrictive covenants set forth in Section 7 and a non-disparagement provision, in a form and substance satisfactory to the contrary in Company, of any claims, whether arising under federal, state or local statute, common law or otherwise, against the Company and its direct or indirect subsidiaries which arise or may have arisen on or before the date of the Release, other than any claims under this Agreement, any claim to vested benefits under an employee benefit plan, any claim arising after the extent that execution of the Release or any payments due under this Agreement as a result of Executive’s termination of employment are subject rights to Executive’s execution and delivery of a Release, (i) indemnification from the Company shall deliver and its direct or indirect subsidiaries pursuant to any provisions of the Company’s (or any of its subsidiaries’) organizational documents or any directors and officers liability insurance policies maintained by the Company. The Company will provide the Release to Executive the Employee for signature within ten (10) business days following Executive’s Date of Termination, and after the Company’s failure to deliver a Termination Date. If the Company has provided the Release prior to the expiration of such Employee for signature within ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) days after the Termination Date and if Executive the Employee fails or otherwise refuses to execute the Release on or within a reasonable time after the Company has provided the Release to the Employee, and, in all events no later than 60 days after the Termination Date and prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of date on which such benefits are to be first paid to the Release thereafterEmployee, Executive shall the Employee will not be entitled to any payments Severance Benefits or Change of Control Benefits, as the case may be, or any other benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due provided under this Agreement and the Company will have no further obligations with respect to the provision of those benefits except as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts may be required by law. Such Release shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable yearvoid ab initio, if laterCompany thereafter fails to fully and timely pay all compensation and benefits due to the Employee under this Agreement and fails to cure such failure within 60 days of receiving written notice from the Employee.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a the Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean (1) if Executive is under 40 years old as of the Date of Termination, the date that is twenty-one seven days following the date upon which the Company timely delivers the Release to Executive, or such shorter time prescribed by the Company, and (212) if Executive is 40 years or older as of the Date of Termination, the date that is 21 days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) 45 days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii11(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, Employer shall have no obligation to the extent that pay or provide any payments due benefits to Employee under Sections 6 or 8 of this Agreement as unless and until Employee timely executes a result waiver and release of Executive’s termination of employment are claims in a form provided by Employer (the “Release”) and the Release has become effective and irrevocable in accordance with its terms. In the event a payment or benefit is subject to ExecutiveEmployee’s execution and delivery of a Release, (ia) the Company Employer shall deliver the Release to Executive Employee within ten (10) business days following Executive’s Date the date of Terminationtermination, and the CompanyEmployer’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, ; (iib) if Executive Employee fails to execute the Release on or prior to the Release Expiration Date Delivery Deadline (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, Executive Employee shall not be entitled to any payments or benefits otherwise conditioned on the Release, ; and (iiic) in any case where Executive’s Date the date of Termination termination and the Release Expiration Date Effectiveness Deadline (as defined below) fall in two separate taxable calendar years, any payments required to be made to Executive Employee that are conditioned on the Release and are treated as nonqualified non-qualified deferred compensation for purposes of Section 409A shall be made commence in the later taxable calendar year. For purposes of this Section 11(d)11, “Release Expiration DateDelivery Deadline” shall mean the date that is twenty-one (21) calendar days following the date upon which the Company Employer timely delivers the Release to ExecutiveEmployee, or, in the event that ExecutiveEmployee’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) calendar days following such delivery date. To For purposes of this Section 11, “Release Effectiveness Deadline” shall mean the date that is seven (7) calendar days following the Release Delivery Deadline. Except as otherwise provided in Section 7 hereof, to the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) or benefits due under this Agreement as a result of ExecutiveEmployee’s termination of employment are delayed pursuant to this Section 11(d)11, such amounts shall be paid in a lump sum (without interest) on the first payroll date following the date that Executive executes and does not revoke the Release (becomes effective and the applicable revocation period has expired) irrevocable in accordance with its terms or, in the case of any payments subject to Section 11(d)(iii)11(c) above, on the first payroll period to occur in the subsequent taxable calendar year, if later.” Except as set forth herein, all of the other provisions of the Agreement shall remain in effect. This amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

Release. Notwithstanding anything Executive’s entitlement to the contrary payments and benefits described in this AgreementSection 4.02, Section 4.04, Section 4.05 and Section 5.0, in each case, other than the Accrued Obligations, is subject to and conditioned upon Executive’s timely execution, without subsequent revocation, of a release of claims in favor of the Company and its subsidiaries and affiliates in form and substance satisfactory to the extent Company (the “Release”); provided, however, that notwithstanding the foregoing, the Release is not intended to and will not waive Executive’s rights: (i) to indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between Executive and the Company, or pursuant to applicable law; (ii) to vested benefits or payments due specifically to be provided to Executive under this Employment Agreement as a result or any Company employee benefit plans or policies; or (iii) respecting any claims Executive may have solely by virtue of Executive’s status as a stockholder of the Company. The Release also shall not impose any restrictive covenant on Executive’s conduct post-termination of employment are subject that Executive had not agreed to prior to Executive’s termination in this Agreement or otherwise or include claims that an employee cannot lawfully release through execution and delivery of a general release of claims. To be timely, the Release must become effective (i.e., Executive must sign it and any revocation period must expire without Executive revoking the Release) within 60 days, or such shorter period specified in the Release, (i) the Company shall deliver after Executive’s date of termination of employment. If the Release to Executive does not become effective within ten (10) business days following Executive’s Date of Terminationsuch time period, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, then Executive shall not be entitled to any such payments or benefits otherwise conditioned and benefits. The Company is obligated to provide Executive the Release within 7 calendar days after the Termination Date and Executive shall have a minimum of 21 calendar days to review and comment on the Release. ​ Notwithstanding anything contained in this Employment Agreement to the contrary, if payment or provision of any amounts under Section 4.02, Section 4.04, Section 4.05 and (iii) Section 5.0, in any case where each case, on which Executive’s Date execution and non-revocation of Termination and the Release Expiration Date fall is conditioned, could commence in two separate taxable years, any payments required to be made to Executive that are conditioned more than one calendar year based on when the Release and could be executed (regardless of when the Release is executed), then to the extent any such amounts are treated as nonqualified deferred compensation for purposes of under Section 409A (as hereinafter defined) any such amounts that otherwise would have been paid or provided in such first calendar year instead shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive withheld and paid or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum provided on the first payroll date following the date that Executive executes in such second calendar year with all remaining payments and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject benefits to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, be made as if laterno such delay had occurred.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Release shall be reasonable and drafted in good faith, (ii) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s the Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (iiiii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiiv) in any case where Executive’s the Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d21(c), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to Section 5(b) and this Section 11(d21(c), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii21(c)(iv), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything As a condition to receiving any Severance Benefits or Change of Control Benefits to which the Employee may otherwise be entitled under Section 6.4(a) or Section 6.4(b), the Employee will execute a release (the “Release”), which will include an affirmation of the restrictive covenants set forth in Section 7, a non-disparagement provision, and cooperation clause, in a form and substance satisfactory to the contrary in Company and the Employee, of any claims, whether arising under federal, state or local statute, common law or otherwise, against the Company and its direct or indirect subsidiaries which arise or may have arisen on or before the date of the Release, other than any claims under this Agreement, which includes any claim to vested benefits under an employee benefit plan, any claim arising after the extent that execution of the Release or any payments due under this Agreement as a result of Executive’s termination of employment are subject rights to Executive’s execution and delivery of a Release, (i) indemnification from the Company shall deliver and its direct or indirect subsidiaries pursuant to any provisions of the Company’s (or any of its subsidiaries’) organizational documents or any directors and officers liability insurance policies maintained by the Company. The Company will provide the Release to Executive the Employee for signature within ten (10) business days following Executive’s Date of Termination, and after the Company’s failure to deliver a Termination Date. If the Company has provided the Release prior to the expiration of such Employee for signature within ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) days after the Termination Date and if Executive the Employee fails or otherwise refuses to execute the Release on or prior within a reasonable time after the Company has provided the Release to the Release Expiration Date Employee, and, in all events no later than sixty (as defined below60) or timely revokes Executive’s acceptance of days after the Release thereafterTermination Date, Executive shall the Employee will not be entitled to any payments Severance Benefits or Change of Control Benefits, as the case may be, or any other benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due provided under this Agreement that he is not otherwise entitled by law, and the Company will have no further obligations with respect to the provision of those benefits except as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts may be required by law. Such Release shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable yearvoid ab initio, if laterCompany thereafter fails to fully and timely pay all compensation and benefits due to Employee under this Agreement.

Release. Notwithstanding anything Any obligation of the Company to provide you severance payments or other benefits (including accelerated vesting of stock options and other equity awards) or any Pro-Rata Bonus under this Section 5 (for the avoidance of doubt, other than Accrued Compensation), is conditioned on your (or your legal representative, if applicable, in the case of a termination due to your disability pursuant to Section 4(e)) signing a release of claims in the form provided by the Company (the “Release”) following the termination of your employment within a period of time not to exceed 45 days from the date of such termination of employment, and on your (or your legal representative, if applicable) not revoking the Release within the revocation period provided therein following your (or your legal representative’s, if applicable) execution of the Release, which release shall not apply to (i) claims for indemnification in your capacity as an officer or director of the Company under the Company’s Certificate of Incorporation, Bylaws or written agreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance payments under any policy maintained by the Company and (iii) rights to receive retirement benefits that are accrued and fully vested at the time of your termination. Except as otherwise provided in Section 11 of this Agreement, any payments to be made in the form of salary continuation pursuant to the contrary terms of this Agreement shall be payable in this Agreementaccordance with the normal payroll practices of the Company, with the first such payment (which shall be retroactive to the day immediately following the date of your termination of employment) due and payable as soon as administratively practicable following the date the Release becomes effective, but not later than the date that is 60 days following the date your employment terminates. Notwithstanding the foregoing, if the date your employment terminates occurs in one taxable year and the date that is 60 days following such termination date occurs in a second taxable year, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Releaserequired by Section 409A, (i) the Company such first payment shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release not be made prior to the expiration of such ten (10) business first day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the second taxable year. For the avoidance of doubt, if you (or your legal representative, if applicable) do not execute an Release thereafterwithin the period specified in this Section 5(f), Executive shall or if you (or your legal representative, if applicable) revoke the executed Release within the time period permitted by law, you will not be entitled to any payments or benefits otherwise conditioned (including the accelerated vesting of stock options or other equity awards) or any Pro-Rata Bonus set forth in this Section 5 (other than the Accrued Compensation), any stock options and other equity awards that vested on the Releaseaccount of such termination as provided for in this Agreement shall be cancelled with no consideration due to you, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which neither the Company timely delivers the Release nor any of its Affiliates will have any further obligations to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due you under this Agreement as a result or otherwise. You agree to provide the Company prompt notice of Executive’s termination of employment are delayed pursuant your eligibility to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, participate in the case health and, if applicable, dental, plan of any payments subject employer. You further agree to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable yearrepay any overpayment of health and, if laterapplicable, dental, benefit premiums made by the Company hereunder.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date last day of the applicable revocation period fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d9(n), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii9(n)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, : (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (iiA) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, ; and (iiiB) in any case where Executive’s Date of Termination and the Release Expiration Date (and any applicable revocation period) plus the first regularly scheduled payroll date thereafter fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean the date that is at least twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, Executive or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is at least forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d8(m)(vi), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii8(m)(vi)(C), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement or otherwise as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d10(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement or otherwise as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d10(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii10(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are subject to the Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to the Executive within ten seven (107) business days following Executive’s the Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten seven (107) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if the Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, the Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s the Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to the Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d22(c), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to the Executive, or, in the event that the Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are delayed pursuant to this Section 11(d22(c), such amounts shall be paid in a lump sum on the first payroll date following the date that the Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii22(c)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are subject to the Executive’s execution execution, delivery and delivery non-revocation of a Release, (i) the Company shall deliver the Release to the Executive within ten seven (107) business days following Executive’s the Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if the Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, the Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d20(c), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to the Executive, or, in the event that the Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are delayed pursuant to Section 5(b) and this Section 11(d20(c), such amounts shall be paid in a lump sum on the first payroll date to occur on or after the 60th day following the date that Date of Termination, provided that, as of such 60th day, the Executive executes has executed and does has not revoke revoked the Release (and the any applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything As a condition of the Executive’s receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, the Executive must execute and deliver to the contrary Company a separation and release of claims agreement in this Agreementsubstantially the form attached hereto as Exhibit B (the “Release”), to which Release must become irrevocable within sixty (60) days following the extent that any payments due under this Agreement as a result date of the Executive’s termination of employment are subject (or such shorter period as may be directed by the Company). The Severance Benefits or the Change in Control Severance Benefits, as applicable, will be paid or commence to be paid in the first regular payroll beginning after the Release becomes effective, provided that if the foregoing sixty (60) day period would end in a calendar year subsequent to the year in which the Executive’s execution employment ends, the Severance Benefits or Change in Control Severance Benefits, as applicable, will not be paid or begin to be paid before the first payroll of the subsequent calendar year (the date the Severance Benefits or Change in Control Severance Benefits, as applicable, are paid or commence pursuant to this sentence, the “Payment Date”). The Executive must continue to comply with all post-employment obligations under law or in any agreement between the Executive and delivery the Company, including the Restrictive Covenant Agreements, any similar agreement with the Company and as set forth in the Release in order to be eligible to receive or continue receiving the Severance Benefits or Change in Control Severance Benefits, as applicable. For the avoidance of doubt, if the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason prior to a ReleaseChange in Control, (i) any then-outstanding and unvested time-based equity awards held by the Company Executive shall deliver remain outstanding (but any vesting shall be suspended) for up to (but no longer than) three (3) months following the Release to Executive within ten date of termination so that, if it is later determined that such termination occurred during the three (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release 3)-month period prior to the expiration closing of a Change in Control and the Executive is entitled to Change in Control acceleration and/or Change in Control Severance Benefits rather than Severance Benefits, the vesting of such ten (10) business day period shall constitute a waiver awards may be accelerated, in accordance with Section 8(c), immediately prior to the closing of any requirement to execute a Release, the Change in Control and (ii) any Change in Control Severance Benefits shall be reduced by any Severance Benefits previously paid to the Executive, if Executive fails to execute it is later determined that the Release on or termination occurred during the three (3)-month period prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance closing of a Change in Control and that the Release thereafter, Executive shall not be is entitled to any payments or benefits otherwise conditioned on the Release, and (iii) Change in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterControl Severance Benefits rather than Severance Benefits.

Release. Notwithstanding anything As a condition of receiving the compensation and benefits described in Section 7(c) or Section 8, the Executive must execute a release of any and all claims arising out of the Executive’s employment with the Company or the Executive’s separation from such employment (including, without limitation, claims relating to the contrary in this Agreementage, disability, sex or race discrimination to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Releasepermitted by law), excepting (i) claims for benefits under any employee benefit plan in accordance with the terms of such employee benefit plan, (ii) any right to exercise Equity Awards that are vested on the Date of Termination pursuant to the terms of such Equity Awards (as modified by the Employment Agreement), (iii) claims based on breach of the Company’s obligations to pay the compensation and benefits described in Section 5 and Section 7(a), Section 7(c) or Section 8 of this Employment Agreement, (iv) claims arising under the Age Discrimination in Employment Act after the date the Executive signs such release, and (v) any right to indemnification by the Company or to coverage under directors and officers liability insurance to which the Executive is otherwise entitled in accordance with this Agreement and the Company’s articles of incorporation or by laws or other agreement between the Executive and the Company (the “Release”). Such Release shall deliver be in a form tendered to the Release to Executive by the Company within ten five (105) business days following the termination of the Executive’s Date of Terminationemployment by the Company without Cause or by the Executive for Good Reason, which shall comply with any applicable legislation or judicial requirements, including, but not limited to, the Older Workers Benefit Protection Act, and shall be substantially in the Company’s failure to deliver a Release prior form of release attached as Exhibit B. The compensation and benefits described in Section 7(c) or Section 8 will not be paid to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) Executive if the Executive fails to execute the Release on or prior to within the time frame specified in such Release, if the Executive revokes the Release Expiration Date within the applicable revocation period set forth in such Release or if the revocation period expires more than sixty (as defined below60) or timely revokes Executive’s acceptance of days following the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterTermination.

Release. Notwithstanding anything any other provision of this Agreement to the contrary contrary, benefits shall be payable under this Agreement only if the Executive enters into a release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, with such changes as may be necessary to comply with applicable law at the time of termination of the Executive’s employment, within a period of time not to exceed forty-five (45) days from the date of termination of the Executive’s employment and the Executive does not revoke such Release (the “Release Condition”). Except as otherwise provided in Section 3(i) of this Agreement, any payment under this Agreement to be made in a lump sum shall be paid as soon as administratively practicable following the date the Release becomes effective, but not later than the date that is sixty (60) days following the date the Executive’s employment terminates. Notwithstanding the foregoing, if the date the Executive’s employment terminates occurs in one taxable year and the date that is sixty (60) days following such termination date occurs in a second taxable year, to the extent that any payments due under this Agreement required by Section 409A of the Internal Revenue Code, as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Releaseamended (“Section 409A”), (i) the Company such lump sum payment shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release not be made prior to the expiration first day of such ten (10) business day period shall constitute a waiver the second taxable year. For the avoidance of any requirement to execute a Releasedoubt, (ii) if the Executive fails to does not execute the Release on or prior to within the Release Expiration Date (as defined belowperiod specified in this Section 3(a) or timely if the Executive revokes Executive’s acceptance of the executed Release thereafterwithin the time period permitted by law, the Executive shall will not be entitled to any payments or benefits otherwise conditioned (including the accelerated vesting of equity and equity-based awards) set forth in this Agreement, any equity and equity-based awards that vested on account of such termination as provided for in this Agreement shall be cancelled with no consideration due to the ReleaseExecutive, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which neither the Company timely delivers nor any of its affiliates will have any further obligations to the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due Executive under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if lateror otherwise.

Release. Notwithstanding anything To the extent that Executive is required to execute and deliver a Release to receive a 409A Payment, and this Agreement provides for such 409A Payment to be provided prior to the contrary 55th day following Executive’s Separation from Service, such 409A Payment will be provided upon the 55th day following Executive’s Separation from Service provided the Release in the form mutually agreed upon between Executive and the Company or in the form set forth in Appendix A has been executed, delivered and effective prior to such time. To the extent a 409A Payment is made at a later time than otherwise would have been made under this AgreementAgreement because of the provisions of the preceding sentence of this Section 16(c), interest for the delay and the opportunity for Executive to pay for benefits in the interim with subsequent reimbursement from the Company shall be provided in a manner consistent with that set forth in Section 16(a). To the extent that Executive is required to execute and deliver a Release to receive a 409A Payment and this Agreement provides for such 409A Payment to be provided in accordance with Section 16(a), such 409A Payment will be provided as set forth in Section 16(a) provided the Release in the form mutually agreed upon between Executive and the Company or in the form set forth in Appendix A has been executed, delivered and effective prior to such time. If a Release is required for a 409A Payment and such Release is not executed, delivered and effective by the date six (6) months after Executive’s Separation from Service if such 409A Payment is subject to the limitations set forth in Section 16(a) or the 55th day following Executive’s Separation from Service if such 409A Payment is not subject to the limitations set forth in Section 16(a), such 409A Payment shall not be provided to Executive to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject providing such 409A Payment would cause such 409A Payment to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release fail to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of comply with Code Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. 409A. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due or benefits under this Agreement are intended to be exempt from Code Section 409A as a result short-term deferral pursuant to Treasury Regulations §1.409A-1(b)(4) or any successor thereto and require Executive to provide a Release to the Company to obtain such payments or benefits, any Release required for such payment or benefit must be provided in the form mutually agreed upon between Executive and the Company or in the form set forth in Appendix A no later than March 7th of the calendar year following the calendar year of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterSeparation from Service.

Release. Notwithstanding anything To the extent that Executive is required to execute and deliver a Release to receive a 409A Payment, and this Agreement provides for such 409A Payment to be provided prior to the contrary 55th day following Executive’s Separation from Service, such 409A Payment will be provided upon the 55th day following Executive’s Separation from Service provided the Release in the form mutually agreed upon between Executive and the Company or in the form set forth in Appendix A has been executed, delivered and effective prior to such time. To the extent a 409A Payment is made at a later time than otherwise would have been made under this AgreementAgreement because of the provisions of the preceding sentence of this Section 15(c), interest for the delay and the opportunity for Executive to pay for benefits in the interim with subsequent reimbursement from the Company shall be provided in a manner consistent with that set forth in Section 15(a). To the extent that Executive is required to execute and deliver a Release to receive a 409A Payment and this Agreement provides for such 409A Payment to be provided in accordance with Section 15(a), such 409A Payment will be provided as set forth in Section 15(a) provided the Release in the form mutually agreed upon between Executive and the Company or in the form set forth in Appendix A has been executed, delivered and effective prior to such time. If a Release is required for a 409A Payment and such Release is not executed, delivered and effective by the date six (6) months after Executive’s Separation from Service if such 409A Payment is subject to the limitations set forth in Section 15(a) or the 55th day following Executive’s Separation from Service if such 409A Payment is not subject to the limitations set forth in Section 15(a), such 409A Payment shall not be provided to Executive to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject providing such 409A Payment would cause such 409A Payment to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release fail to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of comply with Code Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. 409A. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due or benefits under this Agreement are intended to be exempt from Code Section 409A as a result short-term deferral pursuant to Treasury Regulations §1.409A-1(b)(4) or any successor thereto and require Executive to provide a Release to the Company to obtain such payments or benefits, any Release required for such payment or benefit must be provided in the form mutually agreed upon between Executive and the Company or in the form set forth in Appendix A no later than March 7th of the calendar year following the calendar year of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterSeparation from Service.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a ReleaseRelease of Claims, (iA) the Company shall deliver the Release of Claims to Executive within ten (10) business days following Executive’s Date of TerminationTermination Date, and the Company’s failure to deliver a Release of Claims prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a ReleaseRelease of Claims, (iiB) if Executive fails to execute the Release of Claims on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release of Claims thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the ReleaseRelease of Claims, and (iiiC) in any case where Executive’s Termination Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release of Claims and are treated as nonqualified deferred compensation for purposes of Section 409A of the Code shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean (1) if Executive is under 40 years old as of the Termination Date, the date that is twenty-one seven (217) days following the date upon which the Company timely delivers the Release of Claims to Executive, oror such shorter time prescribed by the Company, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.and

Release. Notwithstanding anything As a condition of the Executive’s receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, the Executive must execute and deliver to the contrary Company a severance and release of claims agreement in this a reasonable form to be provided by the Company (which shall include a release of all releasable claims, reaffirmation of continuing obligations, and confidentiality, cooperation, and non-disparagement obligations, but shall not expand the Executive’s then-existing restrictive covenants or impose restrictive covenant obligations on the Executive that do not then exist) (the “Severance Agreement”), to which Severance Agreement must become irrevocable within sixty (60) days following the extent that any payments due under this Agreement as a result date of the Executive’s termination of employment are subject (or such shorter period as may be directed by the Company). The Severance Benefits or the Change in Control Severance Benefits, as applicable, will be paid or commence to be paid in the first regular payroll beginning after the Severance Agreement becomes effective, provided that if the foregoing sixty (60) day period would end in a calendar year subsequent to the year in which the Executive’s execution employment ends, the Severance Benefits or Change in Control Severance Benefits, as applicable, will not be paid or begin to be paid before the first payroll of the subsequent calendar year (the date the Severance Benefits or Change in Control Severance Benefits, as applicable, commence pursuant to this sentence, the “Payment Date”). The Executive must continue to comply with the Confidentiality Agreement and delivery any similar agreement with the Company in order to be eligible to receive or continue receiving the Severance Benefits or Change in Control Severance Benefits, as applicable. For the avoidance of doubt, if the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason prior to a ReleaseChange in Control, (i) any then-outstanding and unvested equity awards held by the Company Executive (after taking into account any vesting acceleration provided for in Section 8(b) hereof) shall deliver remain outstanding (but any vesting shall be suspended) for up to (but no longer than) three (3) months following the Release to Executive within ten (10) business days following Executive’s Date date of Terminationtermination so that, and if it is later determined that such termination occurred during the Company’s failure to deliver a Release three-month period prior to the expiration closing of a Change in Control and the Executive is entitled to Change in Control acceleration and/or Change in Control Severance Benefits rather than Severance Benefits, the vesting of such ten (10awards may be accelerated, in accordance with Sections 4(c) business day period shall constitute a waiver and 8(c), as applicable, immediately prior to the closing of any requirement to execute a Release, the Change in Control and (ii) any Change in Control Severance Benefits shall be reduced by any Severance Benefits previously paid to the Executive, if Executive fails to execute it is later determined that the Release on or termination occurred during the three-month period prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance closing of a Change in Control and that the Release thereafter, Executive shall not be is entitled to any payments or benefits otherwise conditioned on the Release, and (iii) Change in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterControl Severance Benefits rather than Severance Benefits.

Release. Notwithstanding anything any provision herein to the contrary contrary, the payment of the Severance Benefits and the Pro Rata Bonus Payment, and the provision of the Accelerated Equity Benefit, pursuant to subsection (d), (e) or (g) of this Section 7, shall be conditioned upon Employee’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in this Agreementsuch Release of Claims) in accordance with the time limits set forth therein (and, in all events, within sixty (60) days following the Date of termination). If Employee fails to execute the Release of Claims in such a timely manner, or timely revokes Employee’s acceptance of such release following its execution, Employee shall not be entitled to any of the Severance Benefits, the Pro Rata Bonus Payment, or the Accelerated Equity Benefit. Payment of the Severance Benefits will commence on the first regular Company payday that is at least five (5) business days following the date the Company receives a timely, effective and non-revocable Release of Claims (the “Payment Date”); provided, however, that the first payment will be retroactive to the day immediately following the Date of Termination. Payment of the Pro Rata Bonus Payment will also be made on the Payment Date. Notwithstanding the foregoing, to the extent that any payments due under this Agreement as a result portion of Executivethe Severance Benefits or Pro Rata Bonus Payment constitutes “non-qualified deferred compensation” subject to Section 409A of the Code, any payment of such portion scheduled to occur prior to the sixtieth (60th) day following the date of Employee’s termination of employment are subject to Executive’s execution and delivery of a Releasehereunder, (i) but for the Company shall deliver condition on executing the Release to Executive within ten (10) business days following Executive’s Date of TerminationClaims as set forth herein, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on until the first regularly scheduled payroll date following such sixtieth (60th) day unless otherwise permitted by Section 409A of the date that Executive executes and does not revoke the Release (and Code, after which any remaining such benefits shall thereafter be provided to Employee according to the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterschedule set forth herein.

Release. Notwithstanding anything As a condition of receiving the compensation and benefits described in Section 7(c) or Section 8, the Employee must execute a release of any and all claims arising out of the Employee’s employment with the Company or the Employee’s separation from such employment (including, without limitation, claims relating to the contrary in this Agreementage, disability, sex or race discrimination to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Releasepermitted by law), excepting (i) claims for benefits under any employee benefit plan in accordance with the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration terms of such ten (10) business day period shall constitute a waiver of any requirement to execute a Releaseemployee benefit plan, (ii) if Executive fails any right to execute exercise Equity Awards that are vested on the Release on or prior Date of Termination pursuant to the Release Expiration Date terms of such Equity Awards (as defined below) or timely revokes Executive’s acceptance of modified by the Release thereafterEmployment Agreement), Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) claims based on breach of the Company’s obligations to pay the compensation and benefits described in any case where Executive’s Date of Termination Section 5 and the Release Expiration Date fall in two separate taxable yearsSection 7(a), any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes 7(c) or Section 8 of this Section 11(d)Employment Agreement, “Release Expiration Date” shall mean the date that is twenty-one (21iv) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in claims arising under the Age Discrimination in Employment Act after the date the Employee signs such release, and (v) any right to indemnification by the Company or to coverage under directors and officers liability insurance to which the Employee is otherwise entitled in accordance with this Agreement and the Company’s articles of 1967incorporation or by laws or other agreement between the Employee and the Company (the “Release”). Such Release shall be in a form tendered to the Employee by the Company within five (5) business days following the termination of the Employee’s employment by the Company without Cause or by the Employee for Good Reason, which shall comply with any applicable legislation or judicial requirements, including, but not limited to, the date that is forty-five (45Older Workers Benefit Protection Act, and shall be substantially in the form of release attached as Exhibit B. The compensation and benefits described in Section 7(c) days following such delivery date. To or Section 8 will not be paid to the extent that any payments of nonqualified deferred compensation (Employee if the Employee fails to execute the Release within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d)time frame specified in such Release, such amounts shall be paid in a lump sum on if the first payroll date following the date that Executive executes and does not revoke Employee revokes the Release (and within the applicable revocation period has expiredset forth in such Release or if the revocation period expires more than sixty (60) or, in days following the case Employee’s Date of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterTermination.

Release. Notwithstanding anything In return for Severance or any other post-termination payments and benefits described in Sections 6 or 7 of this Agreement and the Release, Executive shall execute a full release and waiver acceptable to the contrary in this AgreementBank (the “Release”) of all known or unknown claims or causes of action Executive has, to had, or may have against the extent that any payments due under this Agreement as Bank, its affiliates and all of the officers, employees, directors and agents of the Bank and its affiliates. Bank shall provide a result draft of such Release within five (5) days following Executive’s termination of employment are subject (and as to payments due as of a later Change in Control within five (5) days following the Change in Control). Executive must execute such Release and the applicable revocation period required by law must expire, within sixty (60) days following Executive’s execution termination of employment (and delivery again as to payments due as of a Release, later Change in Control within sixty (i60) days following the Company Change in Control). The Severance or any other post-termination payments and benefits described in Sections 6 or 7 of this Agreement that would have been made prior to such Release becoming effective and irrevocable shall deliver be held and accumulated until the execution of said Release and the expiration of the revocation period without Executive having revoked the same. If the Release to Executive becomes effective and irrevocable within such sixty (60) days, all payments and reimbursements held and accumulated will be made within ten (10) business days following Executive’s Date of Termination, after the Release becomes effective and irrevocable and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if remaining payments and reimbursements will be made as otherwise specified. If Executive fails to does not execute the Release on or prior to and the Release Expiration Date does not become irrevocable before the sixtieth (as defined below60th) or timely revokes day after Executive’s acceptance termination of the Release thereafteremployment, Executive shall not be entitled to receive Severance or any other post-termination payments and benefits described in Sections 6 or benefits otherwise conditioned on 7 described of this Agreement. Notwithstanding the Releaseforegoing, and (iii) in any case where Executive’s Date if the period for the execution of Termination said Release and the Release Expiration Date fall in two separate taxable yearsexpiration of the revocation period without Executive having revoked the same spans more than one calendar year, any all payments required to and reimbursements held and accumulated will not be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in earlier than the subsequent taxable calendar year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, : (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (iiA) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, ; and (iiiB) in any case where Executive’s Date of Termination and the Release Expiration Date (and any applicable revocation period) plus the first regularly scheduled payroll date thereafter fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean the date that is at least twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, Executive or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is at least forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d9(n)(vi), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a ReleaseRelease of Claims, (iA) the Company shall deliver the Release of Claims to Executive within ten (10) business days following Executive’s Date of TerminationTermination Date, and the Company’s failure to deliver a Release of Claims prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a ReleaseRelease of Claims, (iiB) if Executive fails to timely execute the Release on or prior to of Claims during the period set forth in the Release Expiration Date (as defined below) of Claims or timely revokes Executive’s acceptance of the Release of Claims thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the ReleaseRelease of Claims, and (iiiC) in any case where Executive’s Termination Date of Termination and the Release Expiration Effective Date (as defined in the Release of Claims) fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release of Claims and are treated as nonqualified deferred compensation for purposes of Section 409A of the Code shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d14(a)(v), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release of Claims (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii14(a)(v)(C), on the first payroll period date to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything any provision herein to the contrary in contrary, the payment of any amount or provision of any benefit pursuant to subsection (b), (d), or (e) of this AgreementSection 8 (other than the Accrued Obligations, which are unaffected by this paragraph) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to the extent that Company, and non-revocation of the Release of Claims (and the expiration of any payments due under this Agreement as a result revocation period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if hereunder. If Executive fails to execute the Release on or of Claims in such a timely manner so as to permit any revocation period to expire prior to the Release Expiration Date end of such sixty (as defined below60) day period, or timely revokes Executive’s acceptance of the Release thereaftersuch release following its execution, Executive shall not be entitled to any payments or benefits otherwise conditioned on of the ReleaseSeverance Benefits. Further, and (iiii) in to the extent that any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as Severance Benefits constitutes “nonqualified deferred compensation compensation” for purposes of Section 409A shall be made in of the later taxable year. For purposes Code, any payment of this Section 11(d), “Release Expiration Date” shall mean any amount or provision of any benefit otherwise scheduled to occur prior to the date that is twenty-one sixtieth (2160th) days day following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d)hereunder, such amounts but for the condition on executing the Release of Claims as set forth herein, shall not be paid in a lump sum on made until the first regularly scheduled payroll date following such sixtieth (60th) day and (ii) to the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date that Executive executes and does not revoke the Release (of Claims is timely executed and the applicable revocation period has expired) orended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the case event of any payments subject a termination due to Section 11(d)(iii)Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on the first payroll period to occur in the subsequent taxable year, if laterExecutive’s behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs.

Release. Notwithstanding anything To the extent that Executive is required to execute and deliver a Release to receive a 409A Payment and this Agreement provides for such 409A Payment to be provided prior to the contrary 55th day following the Executive’s Separation from Service, such 409A Payment will be provided upon the 55th day following Executive’s Separation from Service provided the Release in the form mutually agreed upon between Executive and the Company or in the form set forth in Exhibit B has been executed, delivered and effective prior to such time. To the extent a 409A Payment is made at a later time than otherwise would have been made under this AgreementAgreement because of the provisions of the preceding sentence of this Section 22(c), interest for the delay and the opportunity for Executive to pay for benefits in the interim with subsequent reimbursement from the Company shall be provided in a manner consistent with that set forth in Section 22(a). To the extent that Executive is required to execute and deliver a Release to receive a 409A Payment and this Agreement provides for such 409A Payment to be provided in accordance with Section 22(a), such 409A Payment will be provided as set forth in Section 22(a) provided the Release in the form mutually agreed upon between Executive and the Company or in the form set forth in Exhibit B has been executed, delivered and effective prior to such time. If a Release is required for a 409A Payment and such Release is not executed, delivered and effective by the date six months after the Executive’s Separation from Service if such 409A Payment is subject to the limitations set forth in Section 22(a) or the 55th day following Executive’s Separation from Service if such 409A Payment is not subject to the limitations set forth in Section 22(a), such 409A Payment shall not be provided to the Executive to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject providing such 409A Payment would cause such 409A Payment to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release fail to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of comply with Code Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. 409A. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due or benefits under this Agreement are intended to be exempt from Code Section 409A as a result short-term deferral pursuant to Treasury Regulations §1.409A-1(b)(4) or any successor thereto and require Executive to provide a Release to the Company to obtain such payments or benefits, any Release required for such payment or benefit must be provided in the form mutually agreed upon between Executive and the Company or in the form set forth in Exhibit B no later than March 7th of the calendar year following the calendar year of the Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterSeparation from Service.

Release. Notwithstanding anything As a condition to receiving any Severance Benefits or Change of Control Benefits to which the Employee may otherwise be entitled under Section 6.4(a) or Section 6.4(b), the Employee will execute a release (the “Release”), which will include an affirmation of the restrictive covenants set forth in Section 7 and a non-disparagement provision, in a form and substance satisfactory to the contrary in Company, of any claims, whether arising under federal, state or local statute, common law or otherwise, against the Company and its direct or indirect subsidiaries which arise or may have arisen on or before the date of the Release, other than any claims under this Agreement, any claim to vested benefits under an employee benefit plan, any claim arising after the extent that execution of the Release or any payments due under this Agreement as a result of Executive’s termination of employment are subject rights to Executive’s execution and delivery of a Release, (i) indemnification from the Company shall deliver and its direct or indirect subsidiaries pursuant to any provisions of the Company’s (or any of its subsidiaries’) organizational documents or any directors and officers liability insurance policies maintained by the Company. The Company will provide the Release to Executive the Employee for signature within ten (10) business days following Executive’s Date of Termination, and after the Company’s failure to deliver a Termination Date. If the Company has provided the Release prior to the expiration of such Employee for signature within ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) days after the Termination Date and if Executive the Employee fails or otherwise refuses to execute the Release on or within a reasonable time after the Company has provided the Release to the Employee, and, in all events no later than 60 days after the Termination Date and prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance date on which such benefits are to be first paid to the Employee, the Employee will 8 NTD: To confirm whether any changes are necessary in light of the Release thereafter, Executive shall changes to the corporate structure. not be entitled to any payments Severance Benefits or Change of Control Benefits, as the case may be, or any other benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due provided under this Agreement and the Company will have no further obligations with respect to the provision of those benefits except as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts may be required by law. Such Release shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable yearvoid ab initio, if laterCompany thereafter fails to fully and timely pay all compensation and benefits due to the Employee under this Agreement and fails to cure such failure within 60 days of receiving written notice from the Employee.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of termination of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute and deliver the Release on or prior to the Release Expiration Date Deadline (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiii) in any case where Executive’s the Date of Termination and the Release Expiration Date Deadline fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d12(d), “Release Expiration DateDeadline” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), as determined by the Company, the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d12(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and delivers and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii12(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s the Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s the Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary herein, no payments shall be paid under Sections 4(b)(i), (ii), (iii), (iv), or 4(c) unless and until Executive executes and delivers a general release and waiver of claims against the Company (the “Release”) (and any revocation period expires) by the Release Deadline, acknowledging Executive’s obligations under Sections 5 and 6 below, and in a form prescribed by the Company; provided, that such Release shall not require Executive to release any rights to Accrued Obligations, rights under the Indemnification Provisions (as defined below), or under this Agreement, to and the extent that any payments due under this Agreement as execution of such Release shall be a result of Executive’s termination of employment are subject condition to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Releaserights under Sections 4(b)(i), (ii), (iii), (iv), or 4(c). The “Release Deadline” means the date that is sixty (60) if Executive fails to execute calendar days after Executive’s separation from service. Payment of any amount that is not exempt from Section 409A of the Code and that is conditioned upon the execution of the Release on or shall be delayed until the Release Deadline, irrespective of when Executive executes the Release; provided, however, that where Executive’s separation from service and the Release Deadline occur within the same calendar year, the payment may be made up to thirty (30) calendar days prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the ReleaseDeadline, and (iii) in any case provided further that where Executive’s Date of Termination separation from service and the Release Expiration Date fall Deadline occur in two separate taxable calendar years, any payments required to payment may not be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in before the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean January 1 of the second year or the date that is twenty-one thirty (2130) calendar days prior to the Release Deadline. In addition, if Section 409A of the Code requires that a payment hereunder may not commence for a period of six (6) months following the date upon which termination of employment, then such payments shall be withheld by the Company timely delivers the Release to Executiveand paid as soon as permissible, or, in the event that Executive’s termination of employment is “in connection along with an exit incentive or such other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any monthly payments of nonqualified deferred compensation (within the meaning of Section 409A) then due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterpayable.

Release. Notwithstanding anything any provision herein to the contrary in contrary, the Company may require that, prior to payment of any amount or provision of any benefit pursuant to this AgreementSection 8 (other than the Accrued Obligations), to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution Employee and delivery of a Release, (i) the Company shall deliver have executed mutual general releases in the Release form as is reasonably agreed to Executive by the Company and Employee, and any waiting periods contained in such release shall have expired. Such release, if required by the Company, shall be delivered to Employee within ten (10) business days following Executivethe termination of Employee’s Date of Terminationemployment hereunder, and the Company’s failure to deliver a Release prior such release to the expiration of Employee within such ten (10) business day period shall constitute a waiver of any requirement to execute such requirement. Assuming a Releasetimely delivery of the release by the Company, (ii) if Executive Employee fails to execute the Release such release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafterDate, Executive Employee shall not be entitled to any payments or benefits otherwise conditioned on pursuant to this Section 8 (other than the ReleaseAccrued Obligations). Notwithstanding anything herein to the contrary, and (iii) in any case where Executivethe date of Employee’s Date of Termination termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive Employee that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A of the Code shall be made in the later taxable year. For purposes of this Section 11(d)Agreement, “Release Expiration Date” shall mean means the date that is twenty-one (21) days following the date upon which the Company timely delivers to Employee the Release to Executiverelease contemplated herein, or, or in the event that Executive’s such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment Separation from Service are subject to Executive’s execution and delivery of a the Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiii) in any case where Executive’s Date of Termination and the last day the Release Expiration Date may be considered or, if applicable, revoked, fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d12(d), “Release Expiration Date” shall mean (1) if Executives is under 40 years old as of the Date of Termination, the date that is twenty-one seven (217) days following the date upon which the Company timely delivers the Release to Executive, and (2) if Executive is 40 years or older as of the Date of Termination, the date that is 21 days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) 45 days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d12(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii12(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement or otherwise as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d10(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement or otherwise as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii11(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything the foregoing, no payments or benefits shall be provided under Sections 9 and 10, as applicable (except for those payments that are owed pursuant to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment applicable law and/or are subject to Executivespecifically not conditioned upon Employee’s execution and delivery of a Releaserelease), (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Terminationunless Employee executes, and does not revoke, the Company’s failure to deliver a Release prior to then standard written general release (the expiration of such ten (10“Release”) business day period shall constitute a waiver of any requirement and all claims against the Company and all related parties with respect to execute all matters arising out of Employee’s employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which Employee participated and under which Employee has accrued and earned a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined belowbenefit) or timely revokes Executivethe termination thereof. The Company will provide Employee with the form of release agreement within seven days after Employee’s acceptance of the Release thereafter, Executive shall not separation from service. To be entitled to any payments the severance or benefits otherwise conditioned on the Releaseother benefits, Employee must execute and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required deliver to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in release agreement on or before the event that Executive’s termination last day of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the minimum required waiver consideration period provided under the Age Discrimination in Employment Act of 1967)or other applicable law or such later date specified in the release agreement. If Employee timely delivers an executed release agreement to the Company, the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and Employee does not revoke the Release (and release agreement during the applicable minimum revocation period required under applicable law, if any, the severance or other benefits shall be paid or commence being paid, as specified in this Agreement, subject to any delay required pursuant to Section 30(b) of this Agreement. If, however, the period during which Employee has expired) ordiscretion to execute or revoke the release agreement straddles two calendar years, the cash severance or other benefits shall be paid or commence being paid, as applicable, as soon as practicable in the case second of any payments the two calendar years, regardless of within which calendar year Employee actually delivers the executed release agreement to the Company, subject to the release agreement first becoming effective. Consistent with section 409A of the Code, Employee may not, directly or indirectly, designate the calendar year of payment. Nothing in this Section 11(d)(iii), on 11 shall be construed to alter the first payroll period terms of this Agreement that condition Employee’s entitlement to occur any severance or other benefits upon Employee’s compliance with the restrictive covenants and any other terms and conditions specified in the subsequent taxable year, if laterthis Agreement.

Release. Notwithstanding anything any provision herein to the contrary in contrary, the payment of any amount or provision of any benefit pursuant to Section 8(c), Section 8(a)(ii) or Section 8(b)(i) (other than the Accrued Obligations, which are unaffected by this Agreementparagraph) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to the extent that Company, and non-revocation of the Release of Claims (and the expiration of any payments due under this Agreement as a result revocation period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if hereunder. If Executive fails to execute the Release on or of Claims in such a timely manner so as to permit any revocation period to expire prior to the Release Expiration Date end of such sixty (as defined below60) day period, or timely revokes Executive’s acceptance of the Release thereaftersuch release following its execution, Executive shall not be entitled to any payments or benefits otherwise conditioned on of the ReleaseSeverance Benefits. Further, and (iiii) in to the extent that any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as Severance Benefits constitutes “nonqualified deferred compensation compensation” for purposes of Section 409A shall be made in of the later taxable year. For purposes Code, any payment of this Section 11(d), “Release Expiration Date” shall mean any amount or provision of any benefit otherwise scheduled to occur prior to the date that is twenty-one sixtieth (2160th) days day following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d)hereunder, such amounts but for the condition on executing the Release of Claims as set forth herein, shall not be paid in a lump sum on made until the first regularly scheduled payroll date following such sixtieth (60th) day and (ii) to the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date that Executive executes and does not revoke the Release (of Claims is timely executed and the applicable revocation period has expired) orended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the case event of any payments subject a termination due to Section 11(d)(iii)Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on the first payroll period to occur in the subsequent taxable year, if laterExecutive’s behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs.

Release. Notwithstanding anything any provision herein to the contrary in contrary, the payment of any amount or provision of any benefit upon termination of employment pursuant to Section 4(c)(iii) or subsection (b), (d), or (e) of this AgreementSection 8 (other than the Accrued Obligations) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to the extent that Company, and non-revocation of the Release of Claims (and the expiration of any payments due under this Agreement as a result revocation period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if hereunder. If Executive fails to execute the Release on or of Claims in such a timely manner so as to permit any revocation period to expire prior to the Release Expiration Date end of such sixty (as defined below60) day period, or timely revokes Executive’s acceptance of the Release thereaftersuch release following its execution, Executive shall not be entitled to any payments or benefits otherwise conditioned on of the ReleaseSeverance Benefits. Further, and (iiii) in to the extent that any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as Severance Benefits constitutes “nonqualified deferred compensation compensation” for purposes of Section 409A shall be made in of the later taxable year. For purposes Code, any payment of this Section 11(d), “Release Expiration Date” shall mean any amount or provision of any benefit otherwise scheduled to occur prior to the date that is twenty-one sixtieth (2160th) days day following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d)hereunder, such amounts but for the condition on executing the Release of Claims as set forth herein, shall not be paid in a lump sum on made until the first regularly scheduled payroll date following such sixtieth (60th) day and (ii) to the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date that Executive executes and does not revoke the Release (of Claims is timely executed and the applicable revocation period has expired) orended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the case event of any payments subject a termination due to Section 11(d)(iii)Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on the first payroll period to occur in the subsequent taxable year, if laterExecutive’s behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a ReleaseRelease of Claims, (iA) the Company shall deliver the Release of Claims to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a ReleaseTermination Date, (iiB) if Executive fails to execute the Release of Claims on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release of Claims thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the ReleaseRelease of Claims, and (iiiC) in any case where Executive’s the Termination Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release of Claims and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d14(a)(v), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release of Claims to Executive, Executive or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d14(a)(v), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release of Claims (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii14(a)(v)(C), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (iA) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (iiB) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiC) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean (1) if Executive is under 40 years old as of the Date of Termination, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or such shorter time prescribed by the Company, and (2) if Executive is 40 years or older as of the Date of Termination, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d12(l)(vi), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii12(l)(vi)(C), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything in the Plan to the contrary contrary, as a condition to receiving any Severance Benefits, the Executive (or, in this Agreementthe event of the Executive's death or incompetence, the Executive's designated beneficiary, surviving spouse, estate, or legal representative) shall execute a comprehensive release agreement and waiver of claims against the Employer in a form substantially the same as that attached hereto as Appendix E (the "Release"). The Employer shall deliver the Release to the extent Executive within 10 days of the Executive's termination of employment. The Executive must deliver to the Employer an original, signed Release and the revocability period (if any) must elapse by the Release Deadline. For purposes of the Plan, the "Release Deadline"’ means the date that is sixty (60) calendar days after the Executive’s termination of employment. Payment of any payments due under this Agreement as a result Severance Benefits that are not exempt from Code Section 409A shall be delayed until the Release Deadline, irrespective of when the Executive executes the Release; provided, however, that where the Executive’s termination of employment are subject and the Release Deadline occur within the same calendar year, the payment may be made up to thirty (30) days prior to the Release Deadline, and provided further that where the Executive’s execution termination of employment and delivery the Release Deadline occur in two separate calendar years, payment may not be made before the later of a ReleaseJanuary 1 of the second year or the date that is thirty (30) days prior to the Release Deadline. If the Executive does not deliver an original, signed Release to the Employer within 45 days after receipt of the same from the Employer, (i) the Company Executive's rights shall deliver be limited to those made available to the Release to Executive within ten (10) business days following Executive’s Date of Terminationas if the Executive were terminated under Section 3.4 above, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if the Employer shall have no obligation otherwise to provide the Executive fails to execute the Release any Severance Benefits, or any other monies on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance account of the Release thereaftertermination of the Executive's employment. By accepting Severance Benefits, the Executive shall not be entitled to any acknowledges and agrees that if the Executive files a lawsuit or accepts recoveries, payments or benefits otherwise conditioned based on any claims that the Executive has released under the Release, and (iii) as a condition precedent for maintaining or participating in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable yearslawsuit or claim, or accepting any recoveries, payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967)benefits, the date that is forty-five (45) days following Executive shall forfeit immediately such delivery date. To Severance Benefits and reimburse the extent that Employer for any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterSeverance Benefits already provided.

Release. Notwithstanding anything the foregoing, no payments or benefits shall be provided under Sections 9, 10 and 11, as applicable (except for those payments that are owed pursuant to applicable law and/or are specifically not conditioned upon the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Releaserelease by Employee or Employee’s estate, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Terminationas applicable), unless Employee or his estate, if applicable, executes, and does not revoke, the Company’s failure to deliver a Release prior to then standard written general release (the expiration of such ten (10“Release”) business day period shall constitute a waiver of any requirement and all claims against the Company and all related parties with respect to execute all matters arising out of Employee’s employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which Employee participated and under which Employee has accrued and earned a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined belowbenefit) or timely revokes Executivethe termination thereof. The Company will provide Employee with the form of release agreement within seven days after Employee’s acceptance of the Release thereafter, Executive shall not separation from service. To be entitled to any payments the severance or benefits otherwise conditioned on the Releaseother benefits, Employee must execute and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required deliver to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in release agreement on or before the event that Executive’s termination last day of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the minimum required waiver consideration period provided under the Age Discrimination in Employment Act of 1967)or other applicable law or such later date specified in the release agreement. If Employee timely delivers an executed release agreement to the Company, the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and Employee does not revoke the Release (and release agreement during the applicable minimum revocation period required under applicable law, if any, the severance or other benefits shall be paid or commence being paid, as specified in this Agreement, subject to any delay required pursuant to Section 32(b) of this Agreement. If, however, the period during which Employee has expired) ordiscretion to execute or revoke the release agreement straddles two calendar years, the cash severance or other benefits shall be paid or commence being paid, as applicable, as soon as practicable in the case second of any payments the two calendar years, regardless of within which calendar year Employee actually delivers the executed release agreement to the Company, subject to the release agreement first becoming effective. Consistent with section 409A of the Code, Employee may not, directly or indirectly, designate the calendar year of payment. Nothing in this Section 11(d)(iii), on 13 shall be construed to alter the first payroll period terms of this Agreement that condition Employee’s entitlement to occur any severance or other benefits upon Employee’s compliance with the restrictive covenants and any other terms and conditions specified in the subsequent taxable year, if laterthis Agreement.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are subject to the Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to the Executive within ten (10) 10 business days following Executive’s the Date of Termination, and the Company’s failure to deliver a the Release prior to the expiration of such ten (10) 10 business day period shall constitute a waiver of any requirement to execute a the Release, (ii) if if, after timely delivery by the Company of the Release, the Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s her acceptance of the Release thereafter, the Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s the Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to the Executive that are conditioned on the Release and Release, are treated as nonqualified deferred compensation for purposes of Section 409A shall and, but for this clause (iii), would be been made in the later taxable yearfirst calendar year shall be delayed and made as set forth below. For purposes of this Section 11(d8(c), “Release Expiration Date” shall mean the date that is twenty-one (21) 21 days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) 45 days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d8(c), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii13(c)(iii), on the first payroll period date of the Company to occur in the subsequent taxable year, if later, with all subsequent payments to be made as if no such delay had occurred.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are subject to the Executive’s execution and delivery of a Release, Release as provided under this Agreement: (i) the Company shall deliver the Release to the Executive within ten (10) business days following the date of Executive’s Date termination of Terminationemployment, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, ; (ii) if the Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, the Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, ; and (iii) in any case where the date of Executive’s Date termination of Termination employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to the Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d22(c), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to the Executive, or, in the event that the Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of under Section 409A) due under this Agreement as a result of the Executive’s termination of employment are delayed pursuant to this Section 11(d22(c), such amounts shall be paid in a lump sum on the first payroll date following the date that the Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii22(c)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s the Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s the Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d13(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d13(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii13(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a the Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d9(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d9(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii9(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything herein to the contrary in contrary, as a condition to receiving any severance payments or benefits under this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement Employee agrees to execute a release of claims (in a form substantially similar to the form set forth in Exhibit A, which is attached hereto and made a part hereof) (the “Release”). Employee must deliver to Cboe an original, signed Release and the revocability period (iiif any) if Executive fails to execute must elapse by the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable yearDeadline. For purposes of this Section 11(d)Section, the “Release Expiration DateDeadline” shall mean means the date that is twenty-one sixty (2160) calendar days following after Employee's termination of employment. No severance payments or benefits under this Agreement shall be made or provided prior to the date upon which that both (i) Employee has delivered an original, signed Release to Cboe and (ii) the Company timely delivers revocability period (if any) has elapsed. Payment of any severance payments or benefits that are not exempt from Section 409A of the Code shall be delayed until the Release to ExecutiveDeadline, orirrespective of when Employee executes the Release; provided, in the event however, that Executive’s where Employee's termination of employment is “and the Release Deadline occur within the same calendar year, the payment may be made up to thirty (30) days prior to the Release Deadline, and provided further that where Employee's termination of employment and the Release Deadline occur in connection with an exit incentive two separate calendar years, payment may not be made before the later of January 1 of the second year or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five thirty (4530) days following such delivery dateprior to the Release Deadline. To If Employee does not deliver an original, signed Release to Cboe by the extent that Release Deadline, (i) Employee's rights shall be limited to those made available to Employee as if Employee were terminated under Section 5(d) above, and (ii) Employer shall otherwise have no obligation to pay or provide to Employee any severance payments or benefits described in this Agreement, or any other monies on account of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterEmployee's employment.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of termination of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute and deliver the Release on or prior to the Release Expiration Date Deadline (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiii) in any case where Executive’s the Date of Termination and the Release Expiration Date Deadline fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d12(d), “Release Expiration DateDeadline” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to ExecutiveDate of Termination, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), as determined by the Company, the date that is forty-five (45) days following such delivery dateDate of Termination. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d12(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and delivers and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii12(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are subject to the Executive’s execution and delivery of a Release, Release as provided under this Agreement: (i) the Company shall deliver the Release to the Executive within ten (10) business days following the date of Executive’s Date termination of Terminationemployment, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, ; (ii) if the Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, the Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, ; and (iii) in any case where the date of Executive’s Date termination of Termination employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to the Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d22(c), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to the Executive, or, in the event that the Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are delayed pursuant to this Section 11(d22(c), such amounts shall be paid in a lump sum on the first payroll date following the date that the Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii22(c)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything The Company shall deliver to the contrary Executive a form of general release and waiver of claims in this Agreement, favor of the Company that is acceptable to the extent that any payments due under this Agreement Company (the “Release”) as a result of soon as administratively feasible following the Executive’s termination of employment are subject to employment, but no later than thirty (30) calendar days following the Executive’s execution and delivery termination of a Releaseemployment. Notwithstanding anything in this Agreement to the contrary, no payments pursuant to Sections 2(c), 2(d) or 2(g) shall be made prior to the date that both (i) the Company shall deliver the Executive has delivered an original, signed Release to the Company and (ii) the revocability period (if any) has elapsed; provided, however, that any payments that would otherwise have been made prior to such date but for the fact that the Executive had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) calendar day following the Executive’s termination of employment. If the Executive does not deliver an original, signed Release to the Company within ten (10) business days (or longer if required by applicable law) after receipt of the same from the Company, (i) the Executive’s rights shall be limited to those made available to the Executive under Section 2(b) above, and (ii) the Company shall have no obligation to pay or provide to the Executive any amount or benefits described in Sections 2(c), 2(d) or 2(g), or any other monies on account of the termination of the Executive’s employment. Notwithstanding any language in this Agreement to the contrary, if the seventy-fourth (74th) calendar day following Executive’s Date termination of Terminationemployment occurs in a different calendar year than the calendar year of Executive’s termination of employment, and then the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver payment of any requirement to execute a Releaseamount or benefits described in Sections 2(c), (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below2(d) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled 2(g) subject to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Code Section 409A shall be made in no earlier than January 1 of the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days calendar year following the date upon calendar year in which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if lateroccurred.

Release. Notwithstanding any other provision of this Agreement to the contrary, the Executive acknowledges and agrees that any and all payments, other than payment of any accrued and unpaid Base Salary to which the Executive is entitled under this Section 4 and any other amounts due to the Executive upon termination under applicable law are conditioned upon and subject to the Executive’s execution of a general waiver and release (for the avoidance of doubt, the restrictive covenants contained in Section 5 of this Agreement shall survive the termination of this Agreement), in such form as may be prepared by the Company, except for such matters covered by provisions of this Agreement which expressly survive the termination of this Agreement. Notwithstanding anything to the contrary contrary, the severance payments and benefits are conditioned on the Executive’s execution, delivery and nonrevocation of the general waiver and release of claims, with such general release and waiver becoming irrevocably effective within fifty-five (55) days following the Executive’s date of “separation from service” (as defined in this Agreement, Treasury Regulation § 1.409A-l(h)) (“Separation from Service Date”) (the “Release Condition”). Subject to the extent that any Release Condition, payments and benefits due under this Agreement as a result of (other than bonuses which will be paid at the time and in the manner otherwise provided in this Agreement), shall commence sixty (60) days after the Executive’s termination of employment are subject to Executive’s execution and delivery of a ReleaseSeparation from Service Date. However, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), is a “Release Expiration Datespecified employee” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A of the Internal Revenue Code (the “Code”) and as determined by the Company) (a “Specified Employee”), any payment or benefit under this Agreement, or under any plan or arrangement of the Company or its affiliates, that constitutes a “deferral of compensation” subject to Section 409A, and that if paid during the six (6) months beginning on the Separation from Service Date would be subject to the Section 409A additional tax because the Executive is a Specified Employee, will not be paid or provided to the Executive until the earlier of (i) the first day following the six (6) month anniversary of the Executive’s Separation from Service Date, or (ii) death. No payments or benefits will be due or payable under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke unless the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterCondition is timely met.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a ReleaseRelease of Claims, (iA) the Company shall deliver the Release of Claims to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a ReleaseTermination Date, (iiB) if Executive fails to execute the Release of Claims on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release of Claims thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the ReleaseRelease of Claims, and (iiiC) in any case where Executive’s the Termination Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release of Claims and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d14(a)(v), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release of Claims to Executive, Executive or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d13(a)(v), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release of Claims (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii13(a)(v)(C), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (ia) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date the date of Terminationtermination of employment, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (iib) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiic) in any case where Executive’s Date the date of Termination termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d)10.3, “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d)10.3, such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii10.3(c), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything herein to the contrary contrary, as a condition to receiving the Transition Benefits, Executive shall execute a comprehensive release agreement and waiver of claims against Employer in a form substantially the same as that attached hereto as Appendix A (the “Release”). Executive must deliver to Employer an original, signed Release and the revocability period (if any) must elapse by the Release Deadline. For purposes of this Agreement, to the extent “Release Deadline” means the date that is 60 calendar days after the Termination Date. Payment of any payments due under this Agreement Transition Benefits that are not exempt from Section 409A of the Internal Revenue Code of 1986, as a result amended (the “Code”), shall be delayed until the Release Deadline, irrespective of when Executive executes the Release; provided, however, that where Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release Deadline occur within the same calendar year, the payment may be made up to Executive within ten (10) business 30 days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the ReleaseDeadline, and (iii) in any case provided further that where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “and the Release Deadline occur in connection with an exit incentive two separate calendar years, payment may not be made before the later of January 1 of the second year or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five 30 days prior to the Release Deadline. If Executive does not deliver an original, signed Release to Employer within 30 days after the Termination Date, (45i) days following such delivery date. To Executive’s rights shall be limited to those made available to Executive as if Executive’s employment were terminated for Cause or other than for Good Reason under the extent that Plan, and (ii) Employer shall have no obligation otherwise to provide Executive any payments Transition Benefits, or any other monies on account of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result termination of Executive’s termination of employment are delayed pursuant to this Section 11(d)employment. By accepting the Transition Benefits, such amounts shall be paid in Executive acknowledges and agrees that if Executive files a lump sum lawsuit or accepts recoveries, payments or benefits based on the first payroll date following the date any claims that Executive executes has released under the Release, as a condition precedent for maintaining or participating in any lawsuit or claim, or accepting any recoveries, payments or benefits, the Executive shall forfeit immediately the Transition Benefits and does not revoke reimburse the Release (and the applicable revocation period has expired) or, in the case of Employer for any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterTransition Benefits already provided.

Release. Notwithstanding anything (a) The benefits and payments to the contrary in this Agreement, to the extent that any payments due Executive provided under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution of (without revocation) and delivery to Company by the forty-fifth (45th) day following the Termination Date (the “Consideration Period”) of a release and waiver (the “Release”) in the form attached hereto as Exhibit A; provided however that if Executive does not execute and deliver a release to Company prior to the expiration of the Consideration Period or if Executive revokes the release in accordance with its terms, (i) the Executive shall pay to Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date the expiration of Terminationthe Consideration Period or the date such release was revoked, as the case may be, a lump sum payment of all cash severance payments and benefits provided for under Section 2 and on Schedule 1 received by Executive to date and the shares acquired upon settlement of the restricted stock units set forth on Schedule 1 shall be immediately cancelled by the Company’s failure to deliver a Release ; provided further that, prior to the expiration of such ten (10) business day period the Consideration Period and the Release revocation period, the Executive shall constitute a waiver not transfer the shares acquired upon settlement of the restricted stock units set forth on Schedule 1 and, in the event of any requirement transfer in violation of this Section 4(a), such shares shall be immediately cancelled by Company. (b) Subject to execute a Release, (ii) if Executive fails to execute the expiration of the revocation period under the Release on and in exchange for Executive’s obligations under this Agreement, Company and its predecessors, parents, subsidiaries, divisions, related or prior affiliated companies, benefit plans, plan administrators and other plan fiduciaries, officers, directors, stockholders, successors, assigns, representatives, agents and counsel hereby agree not to ▇▇▇ Executive for any actions not rising to the Release Expiration Date level of Non-Released Conduct (as defined below) or timely revokes Executive’s acceptance based upon the facts that are known on the date of this Agreement by any director of the Release thereafter, Executive shall Company (not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiincluding Executive) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.of

Release. Notwithstanding anything any provision herein to the contrary contrary, OUTFRONT’s obligation to make the payments provided for in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to paragraph 7(d) shall be conditioned on Executive’s execution of an effective release (with all periods for revocation set forth therein having expired), such date the “Release Effective Date,” in favor of OUTFRONT and delivery of its affiliated companies in a Release, (i) the Company shall deliver the Release form satisfactory to Executive OUTFRONT within ten (10) business 45 days following Executive’s Date of Terminationtermination from Executive’s position; provided, however, that if, at the time any severance payments are scheduled to be paid to Executive pursuant to paragraph 7(d) Executive has not executed a release that has become effective and irrevocable in its entirety, then any such severance payments shall be held and accumulated without interest, and shall be paid to Executive on the Companyfirst regular payroll date following the Release Effective Date. Executive’s failure or refusal to sign and deliver a the release or Executive’s revocation of an executed and delivered release in accordance with applicable laws, whether intentionally or unintentionally, will result in the forfeiture of the payments and benefits under paragraph 7(d). Notwithstanding the foregoing, if the 45-day period does not begin and end in the same calendar year, then the Release prior Effective Date shall be deemed to be the expiration later of such ten (10a) the first business day period shall constitute a waiver of any requirement to execute a Release, in the year following the year in which Executive’s position is terminated or (iib) if Executive fails to execute the Release on or prior to the Release Expiration Effective Date (as defined belowwithout regard to this proviso). In addition, the payments and benefits described in paragraph 7(d) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Releaseimmediately cease, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made OUTFRONT shall have no further obligations to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, orwith respect thereto, in the event that Executive’s termination Executive materially breaches any provision of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes paragraphs 4 through 6 and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later8 through 13 hereof.

Release. Notwithstanding anything The Executive agrees that, as a condition to receiving any Severance Payments, the Executive will execute a release of claims in a form satisfactory to the contrary Company in this Agreementits sole discretion and drafted so as to ensure a final, complete and enforceable release of all claims that the Executive has or may have against the Company relating to or arising in any way from the extent that any payments due under this Agreement as a result of Executive’s employment with the Company and/or the termination thereof. Within two business days of employment are subject to the Executive’s execution and delivery of a ReleaseSeparation from Service, (i) the Company shall deliver to the Release Executive the release for the Executive to execute. The Executive will forfeit all rights to the Severance Payments unless the Executive executes and delivers to the Company the release within ten (10) business 45 days following Executive’s Date of Termination, delivery of the release by the Company to the Executive and the Company’s failure to deliver a Release prior to such release has become irrevocable by virtue of the expiration of the revocation period without the release having been revoked (the first such ten (10) business day period 22 date, the “Release Effective Date”). The Company shall constitute a waiver of any requirement have no obligation to execute a Release, (ii) if Executive fails to execute provide the Release on or Severance Payments prior to the Release Expiration Date (Effective Date. Severance payments shall be made or commence, as defined below) or timely revokes Executive’s acceptance applicable, within three business days of the Release thereafter, Executive shall not be entitled to Effective Date and any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and not made because due prior to the Release Expiration Effective Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a single lump sum on within such three business day period. In the event that the release delivery period, plus the 45 day consideration period plus the revocation period spans two taxable years as to the Executive, then, notwithstanding anything in this Agreement to the contrary, the first payroll date following payment made by the date Company under the release will always commence in the second taxable year with the first payment to include all payments the Executive would have received if there had not been a delay. If the Executive fails to comply with his obligations under Sections 6 and 7, the Executive shall, to the extent such amounts are paid, vested or distributed, (i) forfeit outstanding equity awards if the vesting of same (or the expiration of the restrictions on same) was accelerated as a result of his Separation from Service, (ii) transfer the shares underlying equity awards that Executive executes were accelerated and does not revoke settled in shares to the Release Company for no consideration and (iii) repay the after-tax amount of the Severance Payments and the applicable revocation period has expired) orany equity awards that were accelerated and settled in cash or sold, less, in the case of options, any payments subject amount that the Executive paid to Section 11(d)(iii), on acquire stock upon the first payroll period to occur in the subsequent taxable year, if laterexercise of any associated option.

Release. Notwithstanding anything any provision herein to the contrary contrary, the payment of the Severance Benefits and the Pro Rata Bonus Payment, and the provision of the Accelerated Equity Benefit, pursuant to subsection (b), (d), (e) or (g) of this Section 7, shall be conditioned upon Employee’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in this Agreementsuch Release of Claims) in accordance with the time limits set forth therein (and, in all events, within sixty (60) days following the Date of Termination); provided, that, in the case of Employee’s death or Disability, such actions shall be taken by a representative with authority to bind Employee or, if applicable, his estate (as determined in the Company’s reasonable good faith discretion). If Employee or his representative fails to execute the Release of Claims in such a timely manner, or timely revokes acceptance of such release following its execution, Employee and his estate or beneficiaries shall not be entitled to any of the Severance Benefits, the Pro Rata Bonus Payment, or the Accelerated Equity Benefit. Payment of the Severance Benefits will commence on the first regular Company payday that is at least five (5) business days following the date the Company receives a timely, effective and non-revocable Release of Claims (the “Payment Date”); provided, however, that the first payment will be retroactive to the day immediately following the Date of Termination. Payment of the Pro Rata Bonus Payment will also be made on the Payment Date. Notwithstanding the foregoing, to the extent that any payments due under this Agreement as a result portion of Executivethe Severance Benefits or Pro Rata Bonus Payment constitutes “non-qualified deferred compensation” subject to Section 409A of the Code, any payment of such portion scheduled to occur prior to the sixtieth (60th) day following the date of Employee’s termination of employment are subject to Executive’s execution and delivery of a Releasehereunder, (i) but for the Company shall deliver condition on executing the Release to Executive within ten (10) business days following Executive’s Date of TerminationClaims as set forth herein, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on until the first regularly scheduled payroll date following such sixtieth (60th) day unless otherwise permitted by Section 409A of the date that Executive executes and does not revoke the Release (and Code, after which any remaining such benefits shall thereafter be provided to Employee according to the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterschedule set forth herein.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release (in substantially the same form attached hereto as Exhibit B) to Executive within ten (10) business days following Executive’s the Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s the Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d14(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d14(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii14(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything any provision to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” within the meaning of Section 409A due under this Agreement as a result of ExecutiveEmployee’s termination of employment are subject to ExecutiveEmployee’s execution and delivery of a release (a “Release”), (ia) the Company shall Verso will deliver the Release to Executive Employee within ten (10) 10 business days following Executive’s Date of Terminationthe Termination Date, and the CompanyVerso’s failure to deliver a Release prior to the expiration of such ten (10) business -business-day period shall will constitute a waiver of any requirement to execute a Release, ; (iib) if Executive Employee fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, Executive shall Employee will not be entitled to any payments or benefits otherwise conditioned on the Release, ; and (iiic) in any case where Executive’s if the Termination Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive Employee that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall will be made in the later taxable year. For purposes of this Section 11(d)6, the term “Release Expiration Date” shall will mean the date that is twenty-one (21) 21 days following the date upon which the Company Verso timely delivers the Release to ExecutiveEmployee, or, in the event that ExecutiveEmployee’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) 45 days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) 409A due under this Agreement as a result of ExecutiveEmployee’s termination of employment are delayed pursuant to this Section 11(d)6.3, such amounts shall will be paid in a lump sum on the first payroll date following the date that Executive Employee executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii6.3(c), on the first payroll period date to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a ReleaseRelease in the form attached hereto as Exhibit E, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date last day of the applicable revocation period fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d9(n), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does US-LEGAL-11051179/5 174293-0005 not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii9(n)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive Employee shall not be entitled to any payments or benefits otherwise conditioned on Severance Benefits unless Employee executes and returns to the ReleaseCompany a general release in favor of, and in a form reasonably satisfactory to, the Company (iiithe “Release”) and does not revoke such release during any applicable revocation period prescribed by law, and such release becomes effective within 60 days following Employee’s termination date (the “Release Deadline”). In addition, in any case where Executive’s Date of Termination and no event will Severance Benefit be paid or provided until the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on actually becomes effective. If the termination of employment occurs at a time during the calendar year where the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made Deadline could occur in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days calendar year following the date upon calendar year in which the Company timely delivers the Release to Executive, or, in the event that ExecutiveEmployee’s termination of employment is “in connection with an exit incentive occurs, then any severance payments or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due benefits under this Agreement that would be considered Deferred Payments (as a result of Executive’s termination of employment are delayed pursuant to this defined in Section 11(d7(a), such amounts shall ) will be paid in a lump sum on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by (i) the payment schedule applicable to each payment or benefit as set forth in Section 4, (ii) the date that Executive executes and does not revoke the Release becomes effective, or (and iii) Section 7(b); provided that the applicable revocation period has expired) or, in the case of any payments subject first payment shall include all amounts that would have been paid to Section 11(d)(iii), Employee if payment had commenced on the first payroll period date of Employee’s termination of employment. For the avoidance of doubt, and notwithstanding anything herein to occur in the subsequent taxable yearcontrary, Employee shall not be entitled to any severance payment if later(a) the Company terminates Employee’s employment as Chief Executive Officer of the Companyfor Cause, (b) Employee resigns or otherwise terminates his employment as Chief Executive Officer of the Company other than for Good Reason, or (c) Employee’s employment is terminated by reason of Employee’s death or Disability. In the event Employee’s employment is terminated due to Disability, Employee shall receive those benefits to which Employee is entitled under the Company’s long-term disability benefits plan(s). The Company shall make any severance payment provided for under this Section 4 on the Release Deadline.

Release. Notwithstanding anything herein to the contrary in contrary, as a condition to receiving any severance payments or benefits under this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement Employee agrees to execute a release of claims (in a form substantially similar to the form set forth in Exhibit A, which is attached hereto and made a part hereof) (the “Release”). Employee must deliver to Employer an original, signed Release and the revocability period (iiif any) if Executive fails to execute must elapse by the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable yearDeadline. For purposes of this Section 11(d)Section, the “Release Expiration DateDeadline” shall mean means the date that is twenty-one sixty (2160) calendar days following after Employee's termination of employment. No severance payments or benefits under this Agreement shall be made or provided prior to the date upon which that both (i) Employee has delivered an original, signed Release to Employer and (ii) the Company timely delivers revocability period (if any) has elapsed. Payment of any Sales Payment or Severance Payment that are not exempt from Section 409A of the Code shall be delayed until the Release to ExecutiveDeadline, orirrespective of when Employee executes the Release; provided, in the event however, that Executive’s where Employee's termination of employment is “and the Release Deadline occur within the same calendar year, the payment may be made up to thirty (30) days prior to the Release Deadline, and provided further that where Employee's termination of employment and the Release Deadline occur in connection with an exit incentive two separate calendar years, payment may not be made before the later of January 1 of the second year or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five thirty (4530) days following such delivery dateprior to the Release Deadline. To If Employee does not deliver an original, signed Release to Employer by the extent that Release Deadline, (i) Employee's rights shall be limited to those made available to Employee as if Employee were terminated under Section 5(d) above, and (ii) Employer shall otherwise have no obligation to pay or provide to Employee any severance payments or benefits described in this Agreement, or any other monies on account of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterEmployee's employment.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, : (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (iiA) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, ; and (iiiB) in any case where Executive’s Date of Termination and the Release Expiration Date (and any applicable revocation period) plus the first regularly scheduled payroll date thereafter fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean the date that is at least twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, Executive or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is at least forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d9(n)(vi), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii9(n)(vi)(C), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything any provision herein to the contrary in contrary, the payment of any amount or provision of any benefit pursuant to subsection (b), (d), (e) or (g) of this AgreementSection 7 (other than the Accrued Obligations) (collectively, to the extent that any payments due under this Agreement as a result of “Severance Benefits”) shall be conditioned upon the Executive’s termination of employment are subject execution, delivery to Executive’s execution Teva USA, and delivery non-revocation of a Releaserelease of claims in the form attached as Exhibit A hereto, as the same may be revised from time to time by Teva USA upon the advice of counsel (ithe “Release of Claims”) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten any revocation period contained in the Release of Claims) within sixty (1060) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if days following the Termination Date. If the Executive fails to execute the Release on or of Claims in such a timely manner so as to permit any revocation period to expire prior to the Release Expiration Date end of such sixty (as defined below60) day period, or timely revokes Executive’s her acceptance of such release following its execution, the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on of the ReleaseSeverance Benefits. Further, and (iii) in to the extent that any case where Executive’s Date portion of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as Severance Benefits constitutes “nonqualified deferred compensation for purposes compensation” within the meaning of Section 409A shall be made in of the later taxable year. For purposes U.S. Internal Revenue Code of this 1986, as amended (the “Code”) and all applicable regulations and guidance thereunder (“Section 11(d409A”), “Release Expiration Date” shall mean any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the date that is twenty-one sixtieth (2160th) days day following the date upon which of the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (hereunder, but for the condition that the Executive execute the Release of Claims as such phrase is defined in the Age Discrimination in Employment Act of 1967)set forth herein, the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall not be paid in a lump sum on made until the first regularly scheduled payroll date following such sixtieth (60th) day (subject to any additional delay as may be required under Section 11(a) of this Agreement), after which any remaining Severance Benefits shall thereafter be provided to the date that Executive executes according to the applicable schedule set forth herein. For the avoidance of doubt, in the event of a termination by reason of the Executive’s death or Disability, the Executive’s obligations herein to execute and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), Claims may be satisfied on the first payroll period to occur in the subsequent taxable year, if laterher behalf by her estate or a person having legal power of attorney over her affairs.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are subject to the Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to the Executive within ten (10) business days following Executive’s the Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if the Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, the Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s the Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to the Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d11(m)(3), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to the Executive, or, in the event that the Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are delayed pursuant to this Section 11(d11(m)(3), such amounts shall be paid in a lump sum on the first payroll date following the date that the Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii11(m)(3)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything in this Agreement or in any Production Agreement with Employer to the contrary contrary: (i) Employer’s obligation to make the payments and provide the benefits set forth in this Agreement, to the extent that any payments due under paragraph 12(h)(iii) of this Agreement as other than the Accrued Advisory Compensation and Benefits shall be conditioned on your execution of a result of Executive’s release (the “Advisor Release”) (with all periods for revocation set forth therein having expired) in form and substance substantially identical to that set forth in Schedule A within 60 days following the termination of employment are subject the Advisor Period (the “Advisor Release Condition”). The Advisor Release shall not be effective unless and until executed by Employer; provided, however, that execution or non-execution by Employer of the Advisor Release shall not affect whether or not the Advisor Release Condition has been satisfied. If the maximum period in which the Advisor Release may be revoked ends in the year following the year in which the Advisor Termination Date occurs, then the Advisor Release Condition shall be deemed not to Executive’s execution and delivery have been satisfied until the later of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) first business day period shall constitute a waiver of any requirement to execute a Release, in the year following the year in which the Advisor Termination Date occurs or (ii) if Executive fails the date on which the Advisor Release Condition is satisfied (without regard to execute this sentence). (ii) Employer’s obligation to make the Release payments and provide the benefits set forth in paragraph 12(i)(iii) (other than the Accrued Producer Compensation and Benefits) of this Agreement or under any Production Agreement with Employer shall be conditioned on or prior your execution of a release (the “Producer Release”) (with all periods for revocation set forth therein having expired) in form and substance substantially identical to that set forth in Schedule A within 60 days following the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance termination of the Producer Period (the “Producer Release thereafter, Executive Condition”). The Producer Release shall not be entitled effective unless and until executed by Employer; provided, however, that execution or non-execution by Employer of the Producer Release shall not affect whether or not the Producer Release Condition has been satisfied. If the maximum period in which the Producer Release may be revoked ends in the year following the year in which the Producer Termination Date occurs, then the Producer Release Condition shall be deemed not to have been satisfied until the later of (i) the first business day in the year following the year in which the Producer Termination Date occurs or (ii) the date on which the Producer Release Condition is satisfied (without regard to this sentence). If, at the time any payments or benefits otherwise conditioned on are scheduled to be paid to you pursuant to paragraph 12(h)(iii) or 12(i)(iii), as applicable, you have not satisfied the ReleaseAdvisor Release Condition or the Producer Release Condition, as applicable, then any such payments and benefits shall be held and accumulated without interest, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum to you on the first regular payroll date following the effective date that Executive executes of the Advisor Release or the Producer Release, as applicable. Your failure or refusal to sign and does not revoke deliver the Advisor Release (or the Producer Release, as applicable, or your revocation of an executed and the applicable revocation period has expired) ordelivered Advisor Release or Producer Release, as applicable, in accordance with applicable laws, whether intentionally or unintentionally, will result in the case forfeiture of any the payments subject to Section 11(d)(iiiand benefits under paragraph 12(h)(iii) or 12(i)(iii), on the first payroll period to occur in the subsequent taxable year, if lateras applicable.

Release. Notwithstanding anything herein to the contrary in contrary, as a condition to receiving any severance payments or benefits under this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement Employee agrees to execute a release of claims (in a form substantially similar to the form set forth in Exhibit A, which is attached hereto and made a part hereof) (the “Release”). Employee must deliver to Cboe an original, signed Release and the revocability period (iiif any) if Executive fails to execute must elapse by the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable yearDeadline. For purposes of this Section 11(d)Section, the “Release Expiration DateDeadline” shall mean means the date that is twenty-one sixty (2160) calendar days following after Employee’s termination of employment. No Severance Benefits under this Agreement shall be made or provided prior to the date upon which that both (i) Employee has delivered an original, signed Release to Cboe and (ii) the Company timely delivers revocability period (if any) has elapsed. Payment of any Severance Benefits that are not exempt from Section 409A of the Code shall be delayed until the Release to ExecutiveDeadline, orirrespective of when Employee executes the Release; provided, in the event however, that Executivewhere Employee’s termination of employment is “and the Release Deadline occur within the same calendar year, the payment may be made up to thirty (30) days prior to the Release Deadline, and provided further that where Employee’s termination of employment and the Release Deadline occur in connection with an exit incentive two (2) separate calendar years, payment may not be made before the later of January 1 of the second year or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five thirty (4530) days following such delivery dateprior to the Release Deadline. To If Employee does not deliver an original, signed Release to Cboe by the extent that Release Deadline, (i) Employee’s rights shall be limited to those made available to Employee as if Employee were terminated under Section 5(d) above, and (ii) Employer shall otherwise have no obligation to pay or provide to Employee any payments Severance Benefits described in this Agreement, or any other monies on account of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterEmployee’s employment.

Release. Notwithstanding anything any provision herein to the contrary in contrary, the payment of any amount or provision of any benefit pursuant to subsection (A) or (C) of this AgreementSection 3 (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution Corporation, and delivery non-revocation of a Release, general release of claims in favor of the Corporation and its affiliates in a form acceptable to the Corporation within sixty (i60) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Termination Date. If Executive fails to execute the Release on or release of claims in such a timely manner so as to permit any revocation period to expire prior to the Release Expiration Date end of such sixty (as defined below60) day period, or timely revokes Executive’s acceptance of the Release thereaftersuch release following its execution, Executive shall not be entitled to any payments or benefits otherwise conditioned on of the ReleaseSeverance Benefits. Further, and (iiii) in to the extent that any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as Severance Benefits constitutes “nonqualified deferred compensation compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60th) day following the Termination Date, but for the condition on executing the release of claims as set forth herein, shall not be made in until the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the first regularly scheduled payroll date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To sixtieth (60th) day and (ii) to the extent that any payments of the Severance Benefits do not constitute “nonqualified deferred compensation (within the meaning compensation” for purposes of Section 409A) due under this Agreement 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following the Termination Date, but for the condition on executing the release of claims as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d)set forth herein, such amounts shall not be paid in a lump sum on made until the first regularly scheduled payroll date following the date that Executive executes and does not revoke the Release (release of claims is timely executed and the applicable revocation period has expired) orended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the case event of a termination due to Executive’s death or permanent disability, Executive’s obligations herein to execute and not revoke the release of claims may be satisfied on Executive’s behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs. Notwithstanding any other provision of this Agreement, the Executive shall automatically cease to be an employee of the Corporation and its affiliates as of his or her Termination Date and, to the extent permitted by applicable law, any and all monies that the Executive owes to the Corporation shall be repaid before any post-termination payments subject are made to the Executive under this Agreement. This Agreement is intended to comply with Section 11(d)(iii)409A of the Code, on to the first payroll period extent applicable. Notwithstanding any provision herein to occur in the subsequent taxable yearcontrary, this Agreement shall be interpreted and administered consistent with this intent. If this Agreement provides for multiple severance payments, each separate payment provided pursuant to its terms shall be treated as a separate “payment” for purposes of Section 409A of the Code. In addition, if laterthe Executive is properly deemed a “specified employee” within the meaning of Section 409A of the Code, as determined by the Corporation under its Section 409A administrative policies, any severance payment made to the Executive under this Agreement shall not be made earlier than six (6) months after the termination date to the extent necessary not to incur additional tax under Section 409A of the Code.

Release. Notwithstanding anything herein to the contrary in contrary, as a condition to receiving any severance payments or benefits under this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement Employee agrees to execute a release of claims (in a form substantially similar to the form set forth in Exhibit A, which is attached hereto and made a part hereof) (the “Release”). Employee must deliver to Cboe an original, signed Release and the revocability period (iiif any) if Executive fails to execute must elapse by the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable yearDeadline. For purposes of this Section 11(d)Section, the “Release Expiration DateDeadline” shall mean means the date that is twenty-one sixty (2160) calendar days following after Employee’s termination of employment. No severance payments or benefits under this ​ Agreement shall be made or provided prior to the date upon which that both (i) Employee has delivered an original, signed Release to Cboe and (ii) the Company timely delivers revocability period (if any) has elapsed. Payment of any severance payments or benefits that are not exempt from Section 409A of the Code shall be delayed until the Release to ExecutiveDeadline, orirrespective of when Employee executes the Release; provided, in the event however, that Executivewhere Employee’s termination of employment is “and the Release Deadline occur within the same calendar year, the payment may be made up to thirty (30) days prior to the Release Deadline, and provided further that where Employee’s termination of employment and the Release Deadline occur in connection with an exit incentive two separate calendar years, payment may not be made before the later of January 1 of the second year or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five thirty (4530) days following such delivery dateprior to the Release Deadline. To If Employee does not deliver an original, signed Release to Cboe by the extent that Release Deadline, (i) Employee’s rights shall be limited to those made available to Employee as if Employee were terminated under Section 5(d) above, and (ii) Employer shall otherwise have no obligation to pay or provide to Employee any severance payments or benefits described in this Agreement, or any other monies on account of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterEmployee’s employment.

Release. Notwithstanding anything herein to the contrary contrary, as a condition to receiving the Termination Benefits, Executive shall execute a comprehensive release agreement and waiver of claims against Employer in a form substantially the same as that attached hereto as Appendix A (the “Release”). Executive must deliver to Employer an original, signed Release and the revocability period (if any) must elapse by the Release Deadline. For purposes of this Agreement, to the extent “Release Deadline” means the date that is 60 calendar days after the Termination Date. Payment of any payments due under this Agreement Termination Benefits that are not exempt from Section 409A of the Internal Revenue Code of 1986, as a result amended (the “Code”), shall be delayed until the Release Deadline, irrespective of when Executive executes the Release; provided, however, that where Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release Deadline occur within the same calendar year, the payment may be made up to Executive within ten (10) business 30 days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the ReleaseDeadline, and (iii) in any case provided further that where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “and the Release Deadline occur in connection with an exit incentive two separate calendar years, payment may not be made before the later of January 1 of the second year or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five 30 days prior to the Release Deadline. If Executive does not deliver an original, signed Release to Employer within 30 days after the Termination Date, (45i) days following such delivery date. To Executive’s rights shall be limited to those made available to Executive as if Executive’s employment were terminated for Cause or other than for Good Reason under the extent that Plan, and (ii) Employer shall have no obligation otherwise to provide Executive any payments Termination Benefits, or any other monies on account of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result termination of Executive’s termination of employment are delayed pursuant to this Section 11(d)employment. By accepting the Termination Benefits, such amounts shall be paid in Executive acknowledges and agrees that if Executive files a lump sum lawsuit or accepts recoveries, payments or benefits based on the first payroll date following the date any claims that Executive executes has released under the Release, as a condition precedent for maintaining or participating in any lawsuit or claim, or accepting any recoveries, payments or benefits, the Executive shall forfeit immediately the Termination Benefits and does not revoke reimburse the Release (and the applicable revocation period has expired) or, in the case of Employer for any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterTermination Benefits already provided.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (iA) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (iiB) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiC) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean (1) if Executive is under 40 years old as of the Date of Termination, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or such shorter time prescribed by the Company, and (2) if Executive is 40 years or older as of the Date of Termination, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d9(m)(vi), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii9(m)(vi)(C), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything The Company’s obligation to pay Executive the Salary Continuation Payment (Section 8.4(d) and the Change in Control Payment (Section 8.4(f) or 8.4(g)), shall be subject to the contrary Executive executing a release of claims against the Company before the end of the Release Expiration Date (defined below) and provided further that nothing contained in this Agreement, such release shall constitute a release of the Company from any obligations it may have to the extent that any payments due Executive (a) under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution or any other written agreement between the Executive and delivery of a Release, (i) the Company shall in effect as of the Date of Termination; (b) relating to any employee benefit plan, stock option plan, stock option agreement or ownership of the Company’s stock or debt securities; or (c) relating to any rights of indemnification and/or defense under the Company’s certificate of incorporation, bylaws, or coverage under officers and directors insurance. The Company will deliver the Release such release to Executive pursuant to and in accordance with the terms of this Section 8.5 within ten (10) business days following Executive’s Date the date on which such termination of Terminationemployment constitutes a separation of service under the terms of this Agreement, and the Company’s failure to deliver a Release such release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Releasesuch release. Assuming timely delivery of the release by the Company, (ii) if the release is pursuant to and in accordance with this Section 8.5, and Executive fails to execute the Release such release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafterDate, Executive shall will not be entitled to any severance payments or benefits otherwise conditioned on subject to the Release, and (iii) in release condition. In any case where Executive’s Date the date of Termination the separation from service and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on subject to the Release release condition and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), The term “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers to Executive the Release to Executiverelease contemplated above, or, or in the event that Executive’s termination of employment separation from service is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if laterdelivery.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are subject to the Executive’s execution and delivery of a Release, Release as provided under this Agreement: (i) the Company shall deliver the Release to the Executive within ten (10) business days following the date of Executive’s Date termination of Terminationemployment, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, ; (ii) if the Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, the Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, ; and (iii) in any case where the date of Executive’s Date termination of Termination employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to the Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d22(c), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to the Executive, or, in the event that the Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that The “Payment Date” for any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that the Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject that are delayed pursuant to Section 11(d)(iii22(c)(iii), on the first payroll period date to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s your termination of employment are subject to Executive’s your execution and delivery of a Release, (i) the Company shall deliver the Release to Executive you within ten five (105) business days following Executive’s your Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten five (105) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails you fail to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s your acceptance of the Release thereafter, Executive you shall not be entitled to any payments or benefits otherwise conditioned on the Release, Release and (iii) in any case where Executive’s your Date of Termination and the eighth (8th) day following the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive you that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executiveyou, or, in the event that Executive’s your termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s your termination of employment are delayed pursuant to this Section 11(d8(d)(iii), such amounts shall shall, subject to Section 8(c), be paid in a lump sum on the first payroll date following the date that Executive executes you execute and does do not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii8(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (iA) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (iiB) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiC) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean (1) if Executive is under 40 years old as of the Date of Termination, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or such shorter time prescribed by the Company, and (2) if Executive is 40 years or older as of the Date of Termination, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d9(l)(vi), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii9(l)(vi)(C), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything any provision to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” within the meaning of Section 409A due under this Agreement as a result of ExecutiveEmployee’s termination of employment are subject to ExecutiveEmployee’s execution and delivery of a Release, (i) the Company Verso shall deliver the Release to Executive Employee within ten (10) 10 business days following Executive’s Date of Terminationthe Termination Date, and the CompanyVerso’s failure to deliver a Release prior to the expiration of such ten (10) business -business-day period shall constitute a waiver of any requirement to execute a Release, ; (ii) if Executive Employee fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, Executive Employee shall not be entitled to any payments or benefits otherwise conditioned on the Release, ; and (iii) in any case where Executive’s if the Termination Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive Employee that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d9(c), the term “Release Expiration Date” shall mean the date that is twenty-one (21) 21 days following the date upon which the Company Verso timely delivers the Release to ExecutiveEmployee, or, in the event that ExecutiveEmployee’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) 45 days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) 409A due under this Agreement as a result of ExecutiveEmployee’s termination of employment are delayed pursuant to this Section 11(d9(c), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive Employee executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii9(c)(iii), on the first payroll period date to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything any provision herein to the contrary in contrary, the payment of any amount or provision of any benefit pursuant to subsection (b), (d), or (e) of this AgreementSection 8 (other than the Accrued Obligations) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to the extent that any payments due under this Agreement as a result Company, and non-revocation of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten of Claims (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of any revocation period contained in such ten Release of Claims) within sixty (1060) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if days following the Termination Date. If Executive fails to execute the Release on or of Claims in such a timely manner so as to permit any revocation period to expire prior to the Release Expiration Date end of such sixty (as defined below60) day period, or timely revokes Executive’s acceptance of the Release thereaftersuch release following its execution, Executive shall not be entitled to any payments or benefits otherwise conditioned on of the ReleaseSeverance Benefits. Further, and (iiii) in to the extent that any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as Severance Benefits constitutes “nonqualified deferred compensation compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60th) day following the Termination Date, but for the condition on executing the Release of Claims as set forth herein, shall not be made in until the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the first regularly scheduled payroll date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To sixtieth (60th) day and (ii) to the extent that any payments of the Severance Benefits do not constitute “nonqualified deferred compensation (within the meaning compensation” for purposes of Section 409A) due under this Agreement 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following the Termination Date, but for the condition on executing the Release of Claims as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d)set forth herein, such amounts shall not be paid in a lump sum on made until the first regularly scheduled payroll date following the date that Executive executes and does not revoke the Release (of Claims is timely executed and the applicable revocation period has expired) orended, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the case event of any payments subject a termination due to Section 11(d)(iii)Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on the first payroll period to occur in the subsequent taxable year, if laterExecutive’s behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’s your termination of employment are subject to Executive’s your execution and delivery of a Release, (i) the Company Release shall be reasonable and drafted in good faith, (ii) Bioventus shall deliver the Release to Executive you within ten (10) business days following Executive’s Date of Terminationthe Termination Date, and the Company’s Bioventus’ failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (iiiii) if Executive fails you fail to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, Executive you shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiiv) in any case where Executive’s the Termination Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive you that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d)paragraph, “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company Bioventus timely delivers the Release to Executiveyou, or, in the event that Executive’s your termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s your termination of employment are delayed pursuant to this Section 11(d)paragraph, such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes you execute and does do not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii)clause (iv) of this paragraph, on the first payroll period to occur in the subsequent taxable year, if later.. ▇▇▇▇ ▇▇▇▇▇▇▇ February 9, 2021

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the last day the Release Expiration Date may be considered or revoked fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) 21 days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) 45 days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.of

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a ReleaseRelease of Claims, (iA) the Company shall deliver the Release of Claims to Executive within ten (10) business days following Executive’s Date of TerminationTermination Date, and the Company’s failure to deliver a Release of Claims prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a ReleaseRelease of Claims, (iiB) if Executive fails to execute the Release of Claims on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release of Claims thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the ReleaseRelease of Claims, and (iiiC) in any case where Executive’s Termination Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release of Claims and are treated as nonqualified deferred compensation for purposes of Section 409A of the Code shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean (1) if Executive is under 40 years old as of the Termination Date, the date that is fourteen (14) days following the date upon which the Company timely delivers the Release of Claims to Executive, or such shorter time prescribed by the Company, and (2) if Executive is 40 years or older as of the Termination Date, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release of Claims to Executive, or, in the event that if Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-forty five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d14(a)(v), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release of Claims (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii45(a)(v)(C), on the first payroll period date to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything In return for Severance or any other post-termination payments and benefits described in Sections 6 or 7 of this Agreement and the Release, Executive shall execute a full release and waiver acceptable to the contrary in this AgreementBank (the “Release”) of all known or unknown claims or causes of action Executive has, to had, or may have against the extent that any payments due under this Agreement as a result Bank, its affiliates and all of the officers, employees, directors and agents of the Bank and its affiliates. Executive must execute such Release and the applicable revocation period required by law must expire, within sixty (60) days following Executive’s termination of employment are subject (and again as to Executive’s execution and delivery payments due as of a Release, later Change in Control within sixty (i60) days following the Company Change in Control). The Severance or any other post-termination payments and benefits described in Sections 6 or 7 of this Agreement that would have been made prior to such Release becoming effective and irrevocable shall deliver be held and accumulated until the execution of said Release and the expiration of the revocation period without Executive having revoked the same. If the Release to Executive becomes effective and irrevocable within such sixty (60) days, all payments and reimbursements held and accumulated will be made within ten (10) business days following Executive’s Date of Termination, after the Release becomes effective and irrevocable and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if remaining payments and reimbursements will be made as otherwise specified. If Executive fails to does not execute the Release on or prior to and the Release Expiration Date does not become irrevocable before the sixtieth (as defined below60th) or timely revokes day after Executive’s acceptance termination of the Release thereafteremployment, Executive shall not be entitled to receive Severance or any other post-termination payments and benefits described in Sections 6 or benefits otherwise conditioned on 7 described of this Agreement. Notwithstanding the Releaseforegoing, and (iii) in any case where Executive’s Date if the period for the execution of Termination said Release and the Release Expiration Date fall in two separate taxable yearsexpiration of the revocation period without Executive having revoked the same spans more than one calendar year, any all payments required to and reimbursements held and accumulated will not be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in earlier than the subsequent taxable calendar year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are subject to the Executive’s execution and delivery of a Release, (i) the Release shall be reasonable and drafted in good faith, (ii) the Company shall deliver the Release to the Executive within ten (10) business days following Executive’s the Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (iiiii) if the Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s his acceptance of the Release thereafter, the Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiiv) in any case where Executive’s the Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to the Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d21(c), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to the Executive, or, in the event that the Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of the Executive’s termination of employment are delayed pursuant to Section 5(b) and this Section 11(d21(c), such amounts shall be paid in a lump sum on the first payroll date following the date that the Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii21(c)(iv), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (iA) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (iiB) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiC) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d)hereof, “Release Expiration Date” shall mean (1) if Executive is under 40 years old as of the Date of Termination, the date that is seven (7) days following the date upon which the Company timely delivers the Release to Executive, or such shorter time prescribed by the Company, and (2) if Executive is 40 years or older as of the Date of Termination, the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d9(m)(vi), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii9(m)(vi)(C), on the first payroll period to occur in the subsequent taxable year, if later.

Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten (10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iiiii) in any case where Executive’s the Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii), on the first payroll period to occur in the subsequent taxable year, if later.