| 7. | Unused vacation days will be paid on termination. |
| 8. | No cash payments or other benefits are due to you pursuant to the Company’s Severance Compensation Plan, 2009 and 2023 Equity Incentive Plans, or pursuant to the Change of Control Agreement between you and the Company dated as of February 13, 2012, as amended or replaced, which Change of Control Agreement is hereby terminated effective as of the Retirement Date. For the avoidance of doubt, the Indemnification Agreement between you and the Company dated as of February 13, 2012, remains in effect in accordance with its terms. |
| 9. | The Company transfers to you, effective as of the Retirement Date, the following Company provided equipment you have used as an executive officer and employee of the Company: |
| 10. | Subject to your agreement to the terms of this letter and non-revocation of the releases set forth below, you are eligible to provide consulting services to the Company after the Retirement Date pursuant to the attached Consulting Services Agreement. |
In consideration of the opportunity to provide consulting services and other consideration set forth in this letter to which you were not otherwise entitled, by signing below, you voluntarily and knowingly release and discharge the Company and each of its predecessors, successors, parents, subsidiaries, affiliates, and assigns and each of their respective officers, directors, principals, shareholders, board members, committee members, managers, members, partners, insurers, employees, agents, and attorneys from any and all claims, actions, liabilities, demands, rights, damages, costs, expenses, and attorneys’ fees of every kind and description arising up to the date you sign this letter (the “Released Claims”). The Released Claims include, without limitation, claims based on contract, common law, and all federal, state, and municipal statutes, ordinances, and regulations. The Released Claims do not include claims arising after the date you sign this letter.
The Released Claims include claims under the Age Discrimination in Employment Act (“ADEA”). You are advised to consult with an attorney before signing this letter. In addition, you have at least twenty-one (21) days in which to consider the terms of this letter. If you elect to sign this letter in less time, your signature means that you understood that you had the full twenty-one (21) days if you so desired and that you were not pressured by the Company or any of its representatives or agents to take less time to consider this letter. In addition, with respect to claims under the ADEA, you may rescind your waiver and release within seven (7) calendar days of your execution of this letter. Any such rescission must be in writing and emailed and hand delivered to my attention at the Company’s office within the seven-day period.
