Mutual Release; Payment. The payments and benefits provided for in [Section 5] (other than those required by law) shall be conditioned on # the Executive’s continued compliance with the obligations of the Executive under [Sections 9 and 10]0] and # the effectiveness and irrevocability of a full mutual release, executed by the Company and the Executive or, in the event of his death, his estate, of all claims that the Executive, his heirs and assigns may have against the Company, its affiliates and subsidiaries and each of their respective directors, officers, employees and agents, and of all claims that the Company shall have against the Executive, his heirs and assigns, in a form reasonably acceptable to the Company and the Executive (the “Release”). The Release must become enforceable and irrevocable on or before the sixtieth (60th) day following the Termination Date. If the Executive (or his estate) fails to execute without revocation the Release, he shall be entitled to the Accrued Obligations only and no other benefits. The installments of severance provided under [Section 5(c)(ii)] shall commence in the calendar month following the month in which the Release becomes enforceable and irrevocable. If, however, the sixty (60) day period in which the Release must become enforceable and irrevocable begins in one year and ends in the following year, the Company shall commence payment of the severance installments in the second year in the later of January and the first calendar month following the month in which the Release becomes effective and irrevocable. The first installment shall include, however, all amounts that would otherwise have been paid to the Executive between the Termination Date and the Executive’s receipt of the first installment, assuming the first installment would otherwise have been paid in the month following the month in which the Termination Date occurs. Any Unpaid and Pro-Rata Bonuses payable in [Section 5] shall be paid on the later of when annual bonuses are paid to other senior executives of the Company generally, or when condition # above is fulfilled.

The payments andprovision to the Executive of the benefits provided for in [Section 5] (other than those required by law)​ shall be conditioned on #contingent upon the Executive’s continued compliance with the obligations ofexecution by the Executive under [Sections 9 and 10]0] and # the effectiveness and irrevocability of a full mutual release, executedrelease (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 or, in the event of his death, his estate, of all claims that the Executive, his heirs and assigns may have against the Company, its affiliates and subsidiaries and each of their respective directors, officers, employees and agents, and of all claims that the Company shall have against the Executive, his heirs and assigns, in a form reasonably acceptablemust repay promptly to the Company andany payments made pursuant to [clauses [(a) through (e)]] if he does not comply with the Executive (the “Release”). The Release must become enforceable and irrevocablefinal paragraph of this [Section 4.5] within the time period specified. Payments contingent on or before the sixtieth (60th) day following the Termination Date. If the Executive (or his estate) fails to execute without revocation the Release, he shall be entitled to the Accrued Obligations only and no other benefits. The installments of severance provided under [Section 5(c)(ii)] shall commence in the calendar month following the month in which the Release becomes enforceable and irrevocable. If, however, the sixty (60) day period in which the Release must become enforceable and irrevocable begins in one year and ends in the following year, the Company shall commence payment of the severance installments in the second year in the later of January and the first calendar month following the month in which the Release becomes effective and irrevocable. The first installment shall include, however, all amounts that would otherwise have been paid to the Executive between the Termination Date and the Executive’s receipt of the first installment, assuming the first installment would otherwise have been paid in the month following the month in which the Termination Date occurs. Any Unpaid and Pro-Rata Bonuses payable in [Section 5] shall be paid onno earlier than the later of when annual bonuses are paid to other senior executivesfirst business day of the Company generally,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 when condition # above is fulfilled.by death will continue to be paid after death.