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 ​’s standard payroll practices. To become effective, the Release must be timely executed by Executive and returned to ​, 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 ​ 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.

Separation Agreement and Release of any payments and/Claims. Executive will not receive severance pay or benefits other benefits under this Agreement in excess ofthan the Accrued Benefits is subject toObligations unless # Executive signingsigns and does not revokingrevoke a separation agreement and release of claims in the form consistent with the form attached hereto (except as otherwise required by applicable law) as [Exhibit B] hereto (the “Release”) and incorporated herein by reference (the “Release”), which# such Release must becomebecomes effective and irrevocable no later than sixty (60) days following the sixtieth (60th) day following Executive’s termination of Employment less all payroll deductions and required withholdings and otherwise in accordance withdate (such deadline, the ​’s standard payroll practices. To become effective,“Release Deadline”). If the Release mustdoes 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 timely executed by Executive and returned to ​, and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revokedmade upon the Release. In addition,effectiveness of the Release but will be delayed until a subsequent calendar year if necessary so their timing does not result in no event will any severancepenalty taxation under Section 409A. Severance payments or other termination benefits will not be paid or provided until the Release actually becomes effective,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 payment(s) to be paid on the first regular ​ 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 deductionspayments and tax and other withholdings.benefits.

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 and/or other benefits underpursuant to this Agreement in excess of Accrued Benefits is subject to Executive signing and not revoking a separation agreement and release of claims in a form acceptable to the form attached hereto (except as otherwise required by applicable law) as [Exhibit B] and incorporated herein by referenceCompany (the “Release”), which Release must become effective no later than the sixtieth (60th) day following Executive’s termination of Employment less all payroll deductionsemployment (the “Release Deadline”), and required withholdings and otherwise in accordance with the ​’s standard payroll practices.if not, Executive will forfeit any right to severance payments or benefits under this Agreement. To become effective, the Release must be timely executed by Executive and returned to ​, 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) toeffective. 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 regular ​ payroll date to occur during the calendar year following the last day of the calendar month duringyear 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. All amounts paid under this Agreement as subject to applicable deductions and tax and other withholdings.effective, or # [Section 4(d)(ii)]; provided that the first payment

Release of Claims Agreement. The receipt of any severance payments and/or benefits pursuant to [Section 9(a)(i)] or any other benefits undersection of this Agreement in excess of Accrued Benefits is subject tocontingent upon Executive signing and not revoking a separationseverance agreement and release of claims in a form reasonably acceptable to the form attached hereto (except as otherwise required by applicable law) as [Exhibit B] and incorporated herein by referenceCompany (the “Release”), which Release must become effective no later than the sixtieth (60th)60th day following Executive’s terminationdelivery of Employment less all payroll deductionsthe Release (the “Release Deadline”), and required withholdings and otherwise in accordance with the ​’s standard payroll practices.if not, Executive will be ineligible for severance payments or benefits under this Agreement. To become effective, the Release must be timely executed by Executive and returned to ​, 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 will be paid or provided until the Release actually becomes effective, and such payment(s) to be paid on the first regular ​ 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.

Separation Agreement and Release of Claims. The receipt of any payments and/severance or other benefits under this Agreement in excess of Accrued Benefits ispursuant to [Section 7] will be subject to Executive signing and not revoking a separation agreement and release of claims in form and substance reasonably acceptable to the form attached hereto (except as otherwise required by applicable law) as [Exhibit B] and incorporated herein by reference (the “Release”), which Release must becomeCompany in its discretion that becomes effective no later than the sixtieth (60th) daysixty (60) days following Executive’s employment termination of Employment less all payroll deductions and required withholdings and otherwise in accordance withdate (such date, the ​’s standard payroll practices. To“Release Deadline”). If the release does not become effective,effective by the Release must be timely executed byDeadline, Executive and returnedwill forfeit any rights to ​, and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release.severance under this Agreement. In addition, in no event will any severance payments or other termination benefits be paid or provided until the Release actually becomes effective,Deadline. Any payments delayed from the date Executive terminates employment through the Release Deadline will be payable in a lump sum without interest on the Release Deadline and such payment(s)all other amounts will be payable in accordance with the payment schedule applicable to each payment or benefit. In the event the termination occurs at a time during the calendar year where the release could become effective in the calendar year following the calendar year in which Executive’s termination occurs, then any severance payments under this letter that would be considered Deferred Compensation Separation Benefits (as defined below) will be paid on the first regular ​ payroll date to occur during the calendar year following the last day of the calendar month duringyear in which such termination occurs, or, if later, # the Release becomes effective. All amounts paid under this AgreementDeadline, # such time as subjectrequired by the payment schedule provided above that is applicable to applicable deductions and tax and other withholdings.each payment or benefit, or # the Delayed Initial Payment Date (as defined below).

Release. TheAs a condition to Executive’s receipt of any payments and/or otherpost-termination benefits under this Agreement in excess of Accrued Benefits is subjectpursuant to [[Sections 4(c) and 4(d)])]])] above (collectively, the “Severance Benefits”), Executive signingshall execute and not revokingrevoke a separation agreement andgeneral release of all claims in favor of the Company (the “Release”) in the form attached hereto (except as otherwise required by applicable law) as [Exhibit B] and incorporated herein by reference (the “Release”), whichA]. In the event the Release mustdoes not become effective no later thanwithin the sixtieth (60th)fifty-five (55) day following Executive’s termination of Employment less all payroll deductions and required withholdings and otherwise in accordance with the ​’s standard payroll practices. To become effective, the Release must be timely executed by Executive and returned to ​, 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 ​ payroll dateperiod following the last day ofSeparation Date, Executive shall not be entitled to the calendar month during which such Release becomes effective. All amounts paid under this Agreement as subject to applicable deductionsaforesaid payments and tax and other withholdings.benefits.

Release of any payments and/or otherClaims. To be eligible to receive benefits under this Agreement in excess of Accrued Benefits is subject tothe Plan, an Executive signing and not revokingmust execute a separation agreementgeneral waiver and release of claims in substantially the form attached hereto (except as otherwise requiredEXHIBIT A, EXHIBIT B, or EXHIBIT C, as appropriate, within the time provided by applicable law) as [Exhibit B]the Company, and incorporated herein by reference (the “Release”), which Releasesuch release must become effective in accordance with its terms. The Company, in its sole discretion, may modify the form of the required release to comply with applicable law and shall determine the form of the required release, which may be incorporated into a termination agreement or other agreement with the Executive. The Executive will not receive any of the severance benefits provided for under this Plan unless and until the release is timely executed and becomes effective in accordance with its terms (the date on which the release becomes effective, the “Release Date”, which date may in no event be later than sixty (60) days following the sixtieth (60th) day following Executive’Executive’s terminationtermination). Any severance benefits owed to the Executive through the Release Date will be paid in a lump sum on the Release Date, with the balance of Employment less all payroll deductionsthe severance payments and required withholdings and otherwisebenefits commencing thereafter in accordance with the ​’s standard payroll practices. To become effective, the Release must be timely executed by Executive and returned to ​, and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition,original payment schedules set forth 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 ​ 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.Plan.

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 and/or other benefits under this Agreement (other than the Accrued Obligations) in excess of Accrued Benefits isconnection with any applicable termination scenario, will also be subject to Executive signingthe Executive’s continued compliance with [Sections 5, 6, 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 ​’s standard payroll practices. To become effective, the Release must be timely executed by Executive and returned to ​, 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 ​ 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.7]7]7].

Separation Agreement and Release. The receipt of any severance payments and/or other benefits underpursuant to this Letter Agreement in excess of Accrued Benefits iswill be subject to Executive signingEmployee signing, delivering and not revoking a separation agreement and release of claims in(in a form reasonably acceptable to the form attached hereto (except as otherwise required by applicable law) as [Exhibit B]Company), provided that such separation agreement and incorporated herein by reference (the “Release”), which Release must becomerelease of claims is effective no later thanwithin sixty (60) days following the sixtieth (60th) day following Executive’s termination of Employment less all payroll deductions and required withholdings and otherwise in accordance with the ​’s standard payroll practices. To become effective, the Release must be timely executed by Executive and returnedTermination Date. No severance pursuant to ​, and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, in no eventthis Letter Agreement will any severance payments or other termination benefits be paid or provided until the Release actuallyseparation agreement and release of claims becomes effective, andeffective. If the 60th day after the Termination Date is in the subsequent calendar year, no payment will be made prior to January 1 of such payment(s) tosubsequent calendar year. If Employee should die before all of the severance amounts have been paid, such unpaid amounts will be paid onin a lump sum payment promptly following such event to Employee’s designated beneficiary, if living, or otherwise to the first regular ​ payroll date following the last daypersonal representative 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.Employee’s estate.

Release. The receiptNotwithstanding anything contained herein, Executive’s right to receive (or retain) the payments and benefits set forth in [Section 8].D or 8.E, as applicable, other than the Accrued Obligations through the date of any payments and/or other benefits under this Agreement in excess of Accrued Benefitstermination, is conditioned on and subject to Executive signingExecutive’s execution within twenty-one (21) days (or, to the extent required by applicable law, forty-five (45) days) following the termination date and not revokingnon-revocation within seven (7) days thereafter of a separation agreement andgeneral release of claims in thea form attached hereto (except as otherwise requiredprovided 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" data-ad-field-json='{"name":"Organization A","type":"organization","canGuess":{"name":false,"type":false}}'>​’s standard payroll practices. To become effective, the Release must be timely executed by Executive and returned to ​, 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 ​ 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.Organization_.