Release and Continued Compliance. Notwithstanding any other provision in this Agreement to the contrary, as a condition precedent to receiving any payments or benefits under Section 3.3 (other than the Accrued Obligations), the Executive agrees to execute a standard separation and release agreement, in a form specified by the Company, containing a waiver of all claims against the Company (the “Release”), within the 45-day period immediately following the Termination Date, and subsequently not revoke the Release during any statutory post-execution revocation period. All revocation rights and timing restrictions will be set forth in such Release. If the Executive fails to execute and deliver the Release, or revokes the Release, the Executive agrees that he shall not be entitled to receive any payments or benefits under this Agreement (other than the Accrued Obligations) in connection with any applicable termination scenario. The Executive’s receipt of any payments or benefits under this Agreement (other than the Accrued Obligations) in connection with any applicable termination scenario, will also be subject to the Executive’s continued compliance with Sections 5, 6, and 7.

Release. As a condition to Executive’s receipt of any post-termination benefits pursuant to Section 3(a) or Section 3(b) above (other than the Accrued Obligations), Executive shall execute and not revoke a general release of all claims in favor of the Company (the “Release”) in the form substantially similar to that attached hereto as Exhibit A (and any applicable revocation period applicable to such Release shall have expired) within the sixty (60) day period following the Date of Termination.

As a condition to Executive’s receipt of any post-termination benefits pursuant to this Paragraph 3, Executive shall execute and not revoke a general release of all claims in favor of the Company and its affiliates (the “Release”) in form and substance reasonably satisfactory to the Company (which may include an agreement not to disparage the Company, non-solicit provisions and other standard terms and conditions). In the event the Release does not become effective within the fifty-five (55) day period following the Executive’s Date of Termination, Executive shall not be entitled to the aforesaid payments and benefits. In no event will severance payments or benefits pursuant to this Paragraph 3 be paid or provided until the Release becomes effective and irrevocable.

Separation Agreement and Release of Claims. Executive will not receive severance pay or benefits other than the Accrued Obligations unless # Executive signs and does not revoke a separation agreement and release of claims in the form consistent with the form attached as Exhibit B hereto (the “Release”) and # such Release becomes effective and irrevocable no later than sixty (60) days following the termination date (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. All payments will be made upon the effectiveness of the Release but will be delayed until a subsequent calendar year if necessary so their timing does not result in penalty taxation under Section 409A. Severance payments or benefits will not be paid or provided until the Release becomes effective and irrevocable. For avoidance of doubt, although Executive’s severance payments and benefits are contractual rights, not “damages,” Executive is not required to seek other employment or otherwise “mitigate damages” as a condition of receiving such payments and benefits.

Waiver and Release. Except for the payments provided in paragraphs 3, 4, and 5, the Executive shall not be entitled to any payments or benefits under this Agreement unless and until the Executive executes and delivers [[Organization A:Organization]], within thirty (30) calendar days following the Executive’s Termination Date (or fifty (50) calendar days in the event that 29 CFR 1625.22 requires the Company to provide the Executive forty-five (45) calendar days to consider the release), a valid release of any and all claims against the Company and its affiliates in a form provided by the Company and the revocation period for such release has expired without revocation.

3.3Release. Notwithstanding any other provision of this Agreement to the contrary, Executive acknowledges and agrees that any and all payments to which Executive is entitled under this Article 3, which are described as being subject to this [Section 3.3] are conditioned upon and shall not be payable unless # Executive, or, if applicable, his or her estate’s personal representative, executes a general release and waiver, in such reasonable and customary form as shall be prepared by the Company, of all claims Executive may have against the Company and its directors, officers, subsidiaries and affiliates, except as to # matters covered by provisions of this Agreement that expressly survive the termination of this Agreement and # rights to which Executive is entitled by virtue of his participation in the employee benefit plans, policies and arrangements of the Company, within the minimum time period required under applicable state and federal laws, or if no such period, ten business days following the date of Executive's termination, and # Executive, or, if applicable, his or his estate's personal representative, has not revoked such release agreement within the time permitted under applicable law. Payments subject to this [Section 3.3] shall commence or be made, as applicable, on the sixtieth (60th) day after the Termination of Employment, with any payments scheduled to occur between the Termination of Employment and such sixtieth (60th) day provided on such day.

Release. The receipt of any payments and/or other benefits under this Agreement in excess of Accrued Benefits is subject to Executive signing and not revoking a separation agreement and release of claims in the form attached hereto (except as otherwise required by applicable law) as Exhibit B and incorporated herein by reference (the “Release”), which Release must become effective no later than the sixtieth (60th) day following Executive’s termination of Employment less all payroll deductions and required withholdings and otherwise in accordance with the [[Organization A:Organization]]’s standard payroll practices. To become effective, the Release must be timely executed by Executive and returned to [[Organization A:Organization]], and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, in no event will any severance payments or other termination benefits be paid or provided until the Release actually becomes effective, and such payment(s) to be paid on the first regular [[Organization A:Organization]] payroll date following the last day of the calendar month during which such Release becomes effective. All amounts paid under this Agreement as subject to applicable deductions and tax and other withholdings.

Release of Claims Agreement. In the event of a termination of Executive’s employment with the Company pursuant to Section 3(a) or Section 3(b), the receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable to the Company (the “Release”), which must become effective no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”), and if not, Executive will forfeit any right to severance payments or benefits under this Agreement. To become effective, the Release must be executed by Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, in no event will severance payments or benefits be paid or provided until the Release actually becomes effective. If the termination of employment occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which Executive’s termination of employment occurs, then any severance payments or benefits under this Agreement that would be considered Deferred Payments (as defined in Section 4(d)(i)) will be paid 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 # the payment schedule applicable to each payment or benefit as set forth in Section 3, # the date the Release becomes effective, or # Section 4(d)(ii); provided that the first payment

Release of Claims Agreement. The receipt of any severance payments or benefits pursuant to Section 9(a)(i) or any other section of this Agreement is contingent upon Executive signing and not revoking a severance agreement and release of claims in a form reasonably acceptable to the Company (the “Release”), which must become effective no later than the 60th day following Executive’s delivery of the Release (the “Release Deadline”), and if not, Executive will be ineligible for severance payments or benefits under this Agreement. To become effective, the Release must be executed by Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, no severance payments or benefits will be paid or provided until the Release actually becomes effective.

Release. Executive’s execution of a complete and general release of any and all of her potential claims (other than for benefits and payments described in this Agreement or any other vested benefits with the Employees and/or their affiliates) against the Employer, any of its affiliated companies, and their respective successors and any officers, employees, agents, directors, attorneys, insurers, underwriters, and assigns of the Employer or its affiliates and/or successors, in a form provided by Employer (which form shall be generally consistent with the form of severance agreement and general release then used by Employer for senior executives), and any legally required revocation period applicable to such release having expired without Executive revoking such release, is an express condition of Executive’s right to receive termination payments, vesting, and benefits under this Agreement. Executive shall be required to execute within 45 days after Executive’s termination of employment a general waiver and release agreement which documents the release required under this Section 6(i).