| || duties, responsibilities, title or authority solely as a result of the Company no longer being publicly traded will not constitute Good Reason for purposes of the Executive Agreement, including as contemplated in the Minutes. Without limiting the foregoing, you nonetheless expressly and irrevocably waive and release any and all claims you may have to terminate your employment for Good Reason (as defined in the Executive Agreement or similar or related definitions of good reason or constructive dismissal or the like in any plan, program, agreement or other arrangement sponsored or implemented by the Company or any of its affiliates) and to receive (i) the CIC Benefits (as defined in the Executive Agreement) and (ii) any other payments, benefits or entitlements under any plan, program, agreement or other arrangement sponsored by the Company or any of its affiliates, in each case, in connection with your resignation of employment with the Company for Good Reason based solely on the consummation of the Transactions and the potential related changes in your job duties, responsibilities, title or authority solely as a result of the Company no longer being publicly traded. |
Without limiting the forfeiture and cancellation of the Forfeited Awards, nothing contained in this letter agreement shall be considered a waiver of any other compensation or benefits to which you may be entitled or a waiver of any of your rights to raise a claim of Good Reason (or similar or related definitions of good reason or constructive dismissal or the like) in any plan, program, agreement or other arrangement sponsored or implemented by the Company or its affiliates to the extent arising out of an act, failure to act or other circumstance, in each case, that first occurs after the date hereof and that is not related to the consummation of the Transactions and the potential changes to your job duties, responsibilities, title or authority solely as a result of the Company no longer being publicly traded and in connection with the consummation of the Transactions.
Effective upon the consummation of the Transactions, you (on behalf of yourself and your spouse, representatives, attorneys, assigns heirs, executors, and administrators), fully, voluntarily and unconditionally hereby irrevocably waive, fully and finally release, acquit and forever discharge the Company, Parent, Merger Sub and their respective affiliates (including, following the Transactions, Thoma Bravo, LLC and its affiliated investment funds), boards of directors, employees, members, managers, equityholders and agents (collectively, the Released Parties and each, a Released Party) from any and all claims, actions, proceedings, suits, liabilities or obligations of any kind or nature whatsoever (collectively, the Claims and each, a Claim), with respect to the Forfeited Awards and the cancellation and forfeiture thereof. You agree that you hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever with respect to the Forfeited Awards. The release provided under this letter agreement with respect to the Forfeited Awards extends to and will be binding upon you and each of your heirs, representatives, beneficiaries, successors, assigns and affiliates, and shall inure to the benefit of all of the Released Parties.
Each payment or benefit provided under this letter agreement is intended to be either (1) exempt from Section 409A,, including, but not limited to, by compliance with the short-term deferral exemption as specified in Treas. Reg. Section 1.409A-1(b)(4), or (2) compliant with Section 409A, to the extent subject thereto, and accordingly, the provisions of this letter agreement will be administered, interpreted and construed, to the maximum extent permitted, to be exempt therefrom or in compliance therewith. Each amount to be paid or benefit to be provided to you pursuant to this letter agreement that constitutes deferred compensation subject to Section 409A shall be construed as a separate identified payment for purposes of Section 409A. Notwithstanding anything to the contrary contained herein, the Company shall pay any tax, penalty or interest imposed under Section 409A that you may incur (determined on an after tax basis) in the event that any payment hereunder is subject to Section 409A and determined not to be in compliance with Section 409A as a result of the application of the terms of this letter agreement.
You agree that you shall not, except done in good faith in any claim, suit, action or proceeding against you, the Company, Parent or Merger Sub, make any derogatory or disparaging statement or communication regarding the Company, Parent or Merger Sub, or any officer or director of the