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 the Release, # 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 # in any case where Executive’s Date of Termination and the last day the Release 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 10(d)], “Release Expiration Date” shall mean # if Executives 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, and # 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 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 10(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 10(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 Executive’the Employee’s termination of employment are subject to Executive’the Employee’s execution and delivery and non-revocation of thea Release, # the Company shall deliver the Release to the Employee within ten (10) business days following the date of termination, # if Executivethe Employee fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’shis acceptance of the Release thereafter, Executivethe Employee shall not be entitled to any payments or benefits otherwise conditioned on the Release, and # in any case where Executive’s Datethe date of Terminationtermination and the lasttenth day following the Release may be considered or, if applicable, revoked,Expiration Date fall in two separate taxable years, any payments required to be made to Executivethe 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 10(d)]6], “Release Expiration Date” shall mean # if Executives is under 40 years old as of the Date of Termination, the date that is seven (7)twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, and # 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,Employee, or, in the event that Executive’the Employee’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 45forty-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’the Employee’s termination of employment are delayed pursuant to this [Section 10(d)]6C], such amounts shall be paid in a lump sum on the first payroll date following the date that Executivethe 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 10(d)(ii)6C(iii)], on the first payroll period to occur in the subsequent taxable year, if later.
Release. Notwithstanding anything herein to the contrarycontrary, and except in this Agreement,the case of death, it shall be a condition 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 the Release, # 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 toreceiving any payments or benefits otherwise conditioned onunder this Agreement that the Release,Executive shall have # executed and delivered to the Company a release of claims against the Company, such release to be in the Company’s then standard form of release; and # executed and delivered to the Company resignations of all officer and director positions the Executive holds with the Company or its Affiliated Companies, in each case no later than forty-five (45) days after the Date of Termination unless there is a genuine dispute as to the Executive’s substantive rights under this Agreement within the meaning of Treasury Regulation 1.409A-3(g) (or any case wheresuccessor provision). If the Executive’s timing of the delivery of the release of claims in accordance with this paragraph could result in the payments that are treated as deferred compensation under Code Section 409A either being paid in the then current calendar year or the calendar year following the Executive’s Date of TerminationTermination, then, notwithstanding any contrary provision of this Agreement, the affected payments instead shall automatically and the last day the Release maymandatorily 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 madepaid in the later taxable year. For purposes of this [Section 10(d)], “Release Expiration Date” shall mean # if Executives is under 40 years old as ofcalendar year following the calendar year in which the Date of Termination, the date that is seven (7) days following the date upon which the Company timely delivers the Release to Executive, and # 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 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 10(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 10(d)(ii)], on the first payroll period to occur in the subsequent taxable year, if later.Termination occurs.
Release. Notwithstanding anything herein to the contrarycontrary, and except in this Agreement,the case of death, it shall be a condition 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 the Release, # 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 toreceiving any payments or benefits otherwise conditioned onunder this Agreement that the Release,Executive shall have # executed, delivered to the Company and not revoked a release of claims against the Company, such release to be in the Company’s then standard form of release; and # executed and delivered to the Company resignations of all officer and director positions the Executive holds with the Company or its Affiliated Companies, in each case no later than forty-five (45) days after the Date of Termination unless there is a genuine dispute as to the Executive’s substantive rights under this Agreement within the meaning of Treasury Regulation 1.409A-3(g) (or any case wheresuccessor provision). If the Executive’s timing of the delivery of the release of claims in accordance with this paragraph could result in the payments that are treated as deferred compensation under Code Section 409A either being paid in the then current calendar year or the calendar year following the Executive’s Date of TerminationTermination, then, notwithstanding any contrary provision of this Agreement, the affected payments instead shall automatically and the last day the Release maymandatorily 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 madepaid in the later taxable year. For purposes of this [Section 10(d)], “Release Expiration Date” shall mean # if Executives is under 40 years old as ofcalendar year following the calendar year in which the Date of Termination, the date that is seven (7) days following the date upon which the Company timely delivers the Release to Executive, and # 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 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 10(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 10(d)(ii)], on the first payroll period to occur in the subsequent taxable year, if later.Termination occurs.
General Release. Notwithstanding anything herein contained 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 the Release,contrary, # 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 receive any paymentspayments, Benefits or benefits otherwise conditioned onother compensation under this paragraph 4 (beyond the Release,Accrued Obligations) unless and #until Executive has executed and delivered to the Company a general release substantially in any case where Executive’s Date of Termination and the last day the Releaseform attached hereto as [Exhibit A] (a “General Release”) (with such changes thereto as may be considered or, if applicable, revoked, fall in two separate taxable years, any payments required due 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# changes in the later taxable year. For purposes of this [Section 10(d)], “Release Expiration Date” shall mean #law or if Executives 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, and # 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 connectionpart of a reduction in force requiring a longer (45-day) opportunity to consider the Release or # to comply with an exit incentiveOlder Workers Benefit Protection Act (“OWBPA”) or other employment termination program” (asstate law requirements) within sixty (60) days of the Termination Date, and the time for revocation of such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 45 days following such delivery date. Torelease has elapsed and # to the extent that the payment of any paymentsamount constitutes “nonqualified deferred compensation” for purposes of nonqualified deferred compensation (withinCode Section 409A, any such payment scheduled to occur during the meaning of [Section 409A]) due under this Agreement as a result of Executive’sfirst sixty (60) days following the termination of employment are delayed pursuant to this [Section 10(d)], such amounts shall not be paid in a lump sum onuntil the first payroll dateregularly scheduled pay period following the date that Executive executessixtieth (60th) day following such termination and does not revoke the Release (and the applicable revocation period has expired) or, in the caseshall include payment of any payments subjectamount that was otherwise scheduled to [Section 10(d)(ii)], on the first payroll period to occur in the subsequent taxable year, if later.be paid prior thereto.
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