Release. As a condition of receiving the compensation and benefits described in Section 7(c) of this Agreement, the Executive must execute a general waiver and release of any and all claims against the Company, the Parent Company, and their respective shareholders, officers, directors, employees, and agents, arising out of the Executive's employment with the Company or the Executive's separation from such employment (including, without limitation, claims relating to age, disability, sex, or race
... discrimination to the extent permitted by law), excepting (i) claims based on breach of the Company's obligations to pay the compensation and benefits described in Sections 5 or 7 of this Agreement, (ii) claims arising under the Age Discrimination in Employment Act after the date the Executive signs such release, and (iii) any right to indemnification by the Company or to coverage under directors and officers liability insurance to which the Executive is otherwise entitled in accordance with this Agreement and the Company's Certificate of Incorporation or Bylaws or other agreement between the Executive and the Company (the "Release"). Such Release shall be in a form tendered to the Executive by the Company within five (5) business days following the termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason, which shall comply with any applicable legislation or judicial requirements, including, but not limited to, the Older Workers Benefit Protection Act. The compensation and benefits described in Section 7(c) of this Agreement will not be paid to the Executive if the Executive fails to execute the Release within the time frame specified in such Release, if the Executive revokes the Release within the applicable revocation period set forth in such Release, or if the Release does not become final, binding, and irrevocable within sixty (60) days following the Executive's Date of Termination. -6- 9. Mitigation of Damages. The Executive will not be required to mitigate damages or the amount of any payment or benefit provided for under this Agreement by seeking other employment or otherwise. The amount of any payment or benefit provided for under this Agreement will not be reduced by any compensation or benefits earned by the Executive as the result of self-employment or employment by another employer or otherwise.
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Release. As a condition of receiving the compensation and benefits described in Section 7(c)
of this Agreement, or Section 8, the
Executive Employee must execute a
general waiver and release of any and all claims
against the Company, the Parent Company, and their respective shareholders, officers, directors, employees, and agents, arising out of the
Executive's Employee's employment with the Company or the
Executive's Employee's separation from such employment (including, without limitation, claims
... relating to age, disability, sex, sex or race discrimination to the extent permitted by law), excepting (i) claims for benefits under any employee benefit plan in accordance with the terms of such employee benefit plan, (ii) any right to exercise Equity Awards that are vested on the Date of Termination pursuant to the terms of such Equity Awards (as modified by the Employment Agreement), (iii) claims based on breach of the Company's obligations to pay the compensation and benefits described in Sections Section 5 and Section 7(a), Section 7(c) or 7 Section 8 of this Employment Agreement, (ii) (iv) claims arising under the Age Discrimination in Employment Act after the date the Executive Employee signs such release, and (iii) (v) any right to indemnification by the Company or to coverage under directors and officers liability insurance to which the Executive Employee is otherwise entitled in accordance with this Agreement and the Company's Certificate articles of Incorporation incorporation or Bylaws by laws or other agreement between the Executive Employee and the Company (the "Release"). Such Release shall be in a form tendered to the Executive Employee by the Company within five (5) business days following the termination of the Executive's Employee's employment by the Company without Cause or by the Executive Employee for Good Reason, which shall comply with any applicable legislation or judicial requirements, including, but not limited to, the Older Workers Benefit Protection Act. Act, and shall be substantially in the form of release attached as Exhibit B. The compensation and benefits described in Section 7(c) of this Agreement or Section 8 will not be paid to the Executive Employee if the Executive Employee fails to execute the Release within the time frame specified in such Release, if the Executive Employee revokes the Release within the applicable revocation period set forth in such Release, Release or if the Release does not become final, binding, and irrevocable within revocation period expires more than sixty (60) days following the Executive's Employee's Date of Termination. -6- 9. Mitigation 7 11. Excess Parachute Excise Tax. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (including any acceleration) by the Company or any entity which effectuates a transaction described in Section 280G(b)(2)(A)(i) of Damages. The Executive the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the "Code") to or for the benefit of the Employee (whether pursuant to the terms of this Agreement or otherwise, but determined before application of any reductions required pursuant to this Section 11) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred with respect to such excise tax by the Employee (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Company will not automatically reduce such Payments to the extent, but only to the extent, necessary so that no portion of the remaining Payments will be required subject to mitigate damages or the Excise Tax, unless the amount of such Payments that the Employee would retain after payment of the Excise Tax and all applicable Federal, state and local income taxes without such reduction would exceed the amount of such Payments that the Employee would retain after payment of all applicable Federal, state and local taxes after applying such reduction. Unless otherwise elected by the Employee, to the extent permitted under Code Section 409A, such reduction shall first be applied to any payment or benefit provided for severance payments payable to the Employee under this Agreement by seeking other employment or otherwise. The amount of Agreement, then to the accelerated vesting on any payment or benefit provided for Equity Awards. (b) All determinations required to be made under this Agreement will not Section 11, including the assumptions to be reduced by any compensation or benefits earned utilized in arriving at such determination, shall be made by the Executive Company's independent auditors or such other certified public accounting firm of national standing reasonably acceptable to the Employee as may be designated by the result Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Employee within fifteen (15) business days of self-employment the receipt of notice from the Employee that there has been a Payment, or employment such earlier time as is requested by another employer either the Company or otherwise. the Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written opinion to such effect. Any determination by the Accounting Firm shall be binding upon the Company and the Employee.
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Release. As a condition of receiving the compensation and benefits described in Section
7(c) of this Agreement, 7(c), the Executive must execute a
general waiver and release of any and all claims
against the Company, the Parent Company, and their respective shareholders, officers, directors, employees, and agents, arising out of the Executive's employment with the Company or the Executive's separation from such employment (including, without limitation, claims relating to age, disability,
sex, sex or
... race discrimination to the extent permitted by law), excepting (i) claims for benefits under any employee benefit plan in accordance with the terms of such employee benefit plan, (ii) any right to exercise Equity Awards that are vested on the Date of Termination pursuant to the terms of such Equity Awards (as modified by the Employment Agreement), (iii) claims based on breach of the Company's obligations to pay the compensation and benefits described in Sections 5 Section 5, Section 7(a) or 7 Section 7(c) of this Employment Agreement, (ii) (iv) claims arising under the Age Discrimination in Employment Act after the date the Executive signs such release, and (iii) (v) any right to indemnification by the Company or to coverage under directors and officers liability insurance to which the Executive is otherwise entitled in accordance with this Agreement and the Company's Certificate articles of Incorporation incorporation or Bylaws by laws or other agreement between the Executive and the Company (the "Release"). Such Release shall be in a form tendered to the Executive by the Company within five (5) business days following the termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason, which shall comply with any applicable legislation or judicial requirements, including, but not limited to, the Older Workers Benefit Protection Act. Act, and shall be substantially in the form of release attached as Exhibit C. The compensation and benefits described in Section 7(c) of this Agreement will not be paid to the Executive if the Executive fails to execute the Release within the time frame specified in such Release, if the Executive revokes the Release within the applicable revocation period set forth in such Release, Release or if the Release does not become final, binding, and irrevocable within revocation period expires more than sixty (60) days following the Executive's Date of Termination. -6- 5 9. Mitigation Excess Parachute Excise Tax. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (including any acceleration) by the Company or any entity which effectuates a transaction described in Section 280G(b)(2)(A)(i) of Damages. The the Code to or for the benefit of the Executive (whether pursuant to the terms of this Agreement or otherwise, but determined before application of any reductions required pursuant to this Section 9) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred with respect to such excise tax by the Executive (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Company will not automatically reduce such Payments to the extent, but only to the extent, necessary so that no portion of the remaining Payments will be required subject to mitigate damages or the Excise Tax, unless the amount of such Payments that the Executive would retain after payment of the Excise Tax and all applicable Federal, state and local income taxes without such reduction would exceed the amount of such Payments that the Executive would retain after payment of all applicable Federal, state and local taxes after applying such reduction. Unless otherwise elected by the Executive, to the extent permitted under Code Section 409A, such reduction shall first be applied to any payment or benefit provided for severance payments payable to the Executive under this Agreement by seeking other employment or otherwise. The amount of Agreement, then to the accelerated vesting on any payment or benefit provided for Equity Awards. (b) All determinations required to be made under this Agreement will not Section 9, including the assumptions to be reduced utilized in arriving at such determination, shall be made by any compensation the Company's independent auditors or benefits earned by such other certified public accounting firm of national standing reasonably acceptable to the Executive as may be designated by the result Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of self-employment the receipt of notice from the Executive that there has been a Payment, or employment such earlier time as is requested by another employer either the Company or otherwise. the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion to such effect. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.
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Release. As a condition of receiving the compensation and benefits described in Section
7(c) of this Agreement, the 7(c), Executive must execute a
general waiver and release of any and all claims
against the Company, the Parent Company, and their respective shareholders, officers, directors, employees, and agents, arising out of
the Executive's employment with the Company or
the Executive's separation from such employment (including, without limitation, claims relating to age, disability,
sex, sex or
... race discrimination to the extent permitted by law), excepting (i) claims for benefits under any employee benefit plan in accordance with the terms of such employee benefit plan, (ii) any right to exercise Equity Awards that are vested on the Date of Termination pursuant to the terms of such Equity Awards (as modified by the Employment Agreement) (iii) claims based on breach of the Company's obligations to pay the compensation and benefits described in Sections 5 and 7(a) or 7 (c) of this Employment Agreement, (ii) (iv) claims arising under the Age Discrimination in Employment Act after the date the Executive signs such release, and (iii) (v) any right to indemnification by the Company or to coverage under directors and officers liability insurance to which the Executive is otherwise entitled in accordance with this Agreement and the Company's Certificate articles of Incorporation incorporation or Bylaws by laws or other agreement between the Executive and the Company (the "Release"). Such Release shall be in a form tendered to the Executive by the Company within five (5) business days following the termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason, which shall comply with any applicable legislation or judicial requirements, including, but not limited to, the Older Workers Benefit Protection Act. Act, and shall be substantially in the form of release attached as Exhibit C. The compensation and benefits described in Section 7(c) of this Agreement will not be paid to the Executive if the Executive fails to execute the Release within the time frame specified in such Release, Release (but in no event later than more than fifty-three (53) days after the Date of Termination), if the Executive revokes the Release within the applicable revocation period set forth in such Release, Release or if the Release does not become final, binding, and irrevocable within revocation period expires more than sixty (60) days following the Executive's Date of Termination. -6- 9. Mitigation of Damages. The Executive will not be required to mitigate damages or the amount of any payment or benefit provided for under this Agreement by seeking other employment or otherwise. The amount of any payment or benefit provided for under this Agreement will not be reduced by any compensation or benefits earned by the Executive as the result of self-employment or employment by another employer or otherwise.
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Release. As a condition of receiving the compensation and benefits described in Section
7(c) of this Agreement, the 7.C, Executive must execute a general waiver and release of any and all claims
against the Company, the Parent Company, and their respective shareholders, officers, directors, employees, and agents, arising out of
the Executive's employment with the Company or
the Executive's separation from such employment (including, without limitation, claims relating to age, disability, sex,
sexual... orientation or race discrimination to the extent permitted by law), excepting (i) claims based on breach of the Company's obligations to pay the compensation and benefits described in Sections 5 or payable pursuant to Section 7 of this Employment Agreement, (ii) claims arising under the Age Discrimination in Employment Act after the date the Executive signs such release, and (iii) any right to indemnification by the Company or to coverage under directors and officers liability insurance to which the Executive is otherwise entitled in accordance with this Agreement and the Company's Certificate articles of Incorporation incorporation or Bylaws by laws or other agreement between the Executive and the Company (the "Release"). Such Release shall be in a form tendered to the Executive by the Company within five (5) business days following the termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason, which shall comply with any applicable legislation or judicial requirements, including, but not limited to, the Older Workers Benefit Protection Act. The compensation and benefits described in Section 7(c) of this Agreement 7,C will not be paid to the Executive if the Executive fails to execute does not timely sign the Release within the time frame specified in such Release, if the Executive revokes the Release within the applicable revocation period set forth in such Release, or if the Release does not become final, binding, binding and irrevocable within prior to the end of the sixty (60) days following day period commencing on the Executive's Date of Termination. -6- -7- 9. Mitigation of Damages. The Executive will not be required to mitigate damages or the amount of any payment or benefit provided for under pursuant to Section 7 of this Agreement by seeking other employment or otherwise. The amount of any payment or benefit provided for under this Agreement will not be reduced by any compensation or benefits earned by the Executive as the result of self-employment or employment by another employer or otherwise.
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Release. As a condition of receiving the compensation and benefits described in Section
7(c) of this Agreement, the 7.C, Executive must execute a general waiver and release of any and all claims
against the Company, the Parent Company, and their respective shareholders, officers, directors, employees, and agents, arising out of
the Executive's employment with the Company or
the Executive's separation from such employment (including, without limitation, claims relating to age, disability, sex,
sexual... orientation or race discrimination to the extent permitted by law), excepting (i) claims based on breach of the Company's obligations to pay the compensation and benefits described in Sections 5 or payable pursuant to Section 7 of this Employment Agreement, (ii) claims arising under the Age Discrimination in Employment Act after the date the Executive signs such release, and (iii) any right to indemnification by the Company or to coverage under directors and officers liability insurance to which the Executive is otherwise entitled in accordance with this Agreement and the Company's Certificate articles of Incorporation incorporation or Bylaws by laws or other agreement between the Executive and the Company (the "Release"). Such Release shall be in a form tendered to the Executive by the Company within five (5) business days following the termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason, which shall comply with any applicable legislation or judicial requirements, including, but not limited to, the Older Workers Benefit Protection Act. The compensation and benefits described in Section 7(c) of this Agreement 7,C will not be paid to the Executive if the Executive fails to execute does not timely sign the Release within the time frame specified in such Release, if the Executive revokes the Release within the applicable revocation period set forth in such Release, or if the Release does not become final, binding, binding and irrevocable within prior to the end of the sixty (60) days following day period commencing on the Executive's Date of Termination. -6- - 6 - 9. Mitigation of Damages. The Executive will not be required to mitigate damages or the amount of any payment or benefit provided for under pursuant to Section 7 of this Agreement by seeking other employment or otherwise. The amount of any payment or benefit provided for under this Agreement will not be reduced by any compensation or benefits earned by the Executive as the result of self-employment or employment by another employer or otherwise.
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