General Release of Claims. Executive shall not be entitled to any payment or benefit pursuant to Section 6(a)(ii)(B) (the “Severance Benefits”) in the event Executive’s employment terminates without Cause, unless # Executive has executed and delivered to the Company a general release of claims (in the form attached hereto as [Exhibit A]) (the “Release”) and # such Release has become irrevocable under the Age Discrimination in Employment Act not later than sixty (60) days after the Termination Date. Executive’s entitlement to the Severance Benefits is further conditioned upon complying with the terms of Sections 6(i), 8, 9(a) and 9(b) hereof, subject to written notice by the Company and a reasonable opportunity for Executive to cure, if subject to cure. The Company shall deliver to Executive a copy of the Release not later than three (3) days after the Termination Date pursuant to Section 6(a) hereof. In the event that the sixty (60) day period referenced above begins and ends in different taxable years of Executive, any payments or benefits under this Agreement that constitute nonqualified

In order to be eligible to receive benefits under this Severance Agreement, Executive must # experience a Covered Termination, # execute a general waiver and release in substantially the form attached hereto as [Exhibit A] within the applicable time period set forth therein, but in no event later than sixty (60) days following termination of Executive’s employment, and provided that such release becomes effective, and # return all Company-owned property to the Company as instructed by the Company. The Company shall provide the form of such release to Executive on, or within a reasonable time after, the termination of Executive’s employment. The Company, in its sole discretion, may at any time modify the form of the required release to effect a release of claims consistent with this Section 2. In the event that Executive’s employment is terminated as a result of Executive’s death or Disability, then Executive shall not be entitled to the benefits provided in this Severance Agreement.

, as applicable (with such first payment inclusive of the installment payments that would otherwise have been payable during such sixty (60)-day period); provided, that, prior to such Payment Date, Executive or Executive’s legal representative, as applicable # executes and delivers to the Company a general release of claims in a form acceptable to the Company (the “General Release”) and does not revoke such execution within the revocation period specified in such General Release, # executes and delivers to the Company any other documents or instruments reasonably required by the Company to be executed in standard terminations of employment as determined by the Company’s [[Organization B:Organization]] and that are consistent with the past practices of the Company’s [[Organization B:Organization]] for similarly-situated executives, and # withdraws, resigns or otherwise terminates any and all positions with the Company or any of its affiliates, including effectuating such termination in any reasonable manner requested by the Company. Failure to timely execute and return such General Release shall be a waiver by Executive or Executive’s legal representative, as applicable, of Executive’s right to the continued benefits under Section 7 and the Severance Amount or Death/Disability Severance Amount, as applicable (which, for the avoidance of doubt, shall not include the payments and benefits described under [Sections 9(a)(i) or 9(b)(i)] of this Agreement); provided, that, the parties may mutually agree to extend the date set forth in the General Release on which Executive must execute, deliver and not revoke the General Release so long as no extension of such period to execute, deliver and not revoke the release extends past the sixtieth (60th) day following Executive’s date of termination. In addition, # the continued benefits under Section 7 in accordance with Section 7 and # the payment of the Severance Amount or the Death/Disability Severance Amount on a termination pursuant to Section 9(a) or on a termination pursuant to Section 9(b), as applicable, shall be conditioned on Executive’s compliance with Section 10 of this Agreement, and on Executive’s continued compliance with Section 11 and Section 12 of this Agreement as provided in [Section 13] below.

Release of Claims Agreement. The receipt of any severance payments or benefits in Section 3 pursuant to this Agreement is subject to Executive (or if applicable, Executive’s estate) signing and not revoking a separation agreement and release of claims in the form attached hereto as Exhibit A (the “Release”), which must become effective and irrevocable no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any right to severance payments or benefits under this Agreement. Any cash severance payments or benefits payable to Executive in a lump sum will be paid on or within fifteen (15) days following the Release Deadline, or, if later, such time as required by Section 5(a) and, notwithstanding anything to the contrary in the applicable equity plan or award agreement, to the extent permitted under Section 409A, any equity awards that become vested in connection with Executive’s termination of employment under this Agreement shall not be settled or become exercisable, as applicable, until the Release becomes effective in accordance with its terms. In no event will severance payments or benefits be paid or provided until the Release actually becomes effective and irrevocable and, if the Release does not become effective in accordance with its terms on or prior to the Release Deadline, such severance payments and benefits shall be forfeited on the Release Deadline for no consideration payable to Executive.

Subject to Section 15 herein, the Severance Payment will be paid in equal installments over a period of twelve (12) months in accordance with the Company’s regular paydays and commencing on the Company’s first regular payday that falls at least sixty (60) days following Executive’s termination of employment; provided that # Executive has timely executed (and not revoked) a general release and waiver of all claims in a form acceptable to the Company (“General Release”) and # any period of revocation applicable to such General Release has passed; provided, further, that the General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination of employment under Sections 7(c) or (f) herein. As shall be further described in the General Release, Executive shall have either twenty-one (21) or forty-five (45) days following receipt of the General Release to consider its execution and seven (7) days following the execution of the General Release to revoke it. If Executive fails to execute the General Release in a timely manner, or revokes the General Release, the benefits provided pursuant to this Section 8(c) (other than the Accrued Obligations) will not be due.