signing and not revoking the Companys then standard release of claims (the Release), which must become effective and irrevocable no later than the 60th day following the end of the Term (the Release Deadline). If Employee does not continue providing services pursuant to the Consulting Agreement through the end of the Term, or if the Release does not become effective and irrevocable by the Release Deadline, Employee will forfeit any right to the Retention Payment. In no event will the Retention Payment be paid until the Release actually becomes effective and irrevocable. Upon the Release becoming effective, the Retention Payment will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable but not later than 61 days following the end of the Term.
2. Stock. In lieu of and in complete satisfaction of all amounts due under Sections 3(a)(iv) of the Severance Agreement and otherwise pursuant to Section 2.05 of the Merger Agreement, the Company agrees to pay Employee a one-time lump sum total amount of $3,958,873, payable within 10 days after the Effective Date.
3. Benefits. Employees health insurance benefits shall cease on June 30, 2019, subject to Employees right to continue Employees health insurance under COBRA. Employees participation in all benefits and incidents of employment, including, but not limited to, vesting in equity awards, and the accrual of bonuses, vacation, and paid time off, ceased as of the Closing Date.
4. Payment of Salary and Receipt of All Benefits. Employee acknowledges and represents that, other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses (other than reimbursable business expenses under the Companys business expense policy, which shall be submitted within 30 days from the date hereof), matching contributions (other than any matching contributions under the Companys 401(k) processed in the ordinary course or in connection with any applicable true-up provisions upon year end or termination of the plan), commissions, and any and all other benefits and compensation due to Employee.
5. Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, ON Semiconductor and their respective current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the Releasees). Employee, on his own behalf and on behalf of Employees respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation:
a. any and all claims relating to or arising from Employees employment relationship with the Company and the termination of that relationship;