Condition to Payment. All payments and benefits due to Executive under this Section 7 which are not otherwise required by law shall be contingent upon # delivery by Executive (or Executive’s beneficiary or estate), within 60 days of the effective date of termination, of an irrevocable separation agreement in such form as determined by ​ in its sole discretion, including a general release of all claims to the maximum extent permitted by law against ​, its affiliates and its and their current and former stockholders, directors, employees and agents (in substantially the form attached as Exhibit A) and # compliance by Executive with his obligations under any stockholder, restricted stock or other agreement to which ​ and Executive are a party; and further provided that if the 60 day period in clause (i) spans two calendar years, then no payment shall begin prior to January 1 of such second calendar year.

The provision to the Executive of the benefits provided by [clauses (a) through (e) of this Section 4.5] shall be contingent upon the execution by the Executive of a release (the “Release”) in a reasonable form provided by the Company (within five business days following the Separation Date) and the Release’s becoming irrevocable no later than 60 days (or such shorter period as the Company specifies) after the Separation Date, and the Executive must repay promptly to the Company any payments made pursuant to [clauses (a) through (e)] if he does not comply with the final paragraph of this Section 4.5 within the time period specified. Payments contingent on the Release shall be paid no earlier than the first business day of the calendar year following the year of termination of employment if the 60-day period ends in such subsequent year. Payments that are triggered before or by death will continue to be paid after death.