purposes of the Equity Agreements and related awards, the parties agree to treat Executive’s equity thereunder as though a Change of Control has occurred for purposes of same. The 2021 PSUs will be eligible to vest in accordance with the terms of the applicable 2021 Award Agreement and the Plan, based on the Company’s actual performance, and subject to the terms of that certain Notice of Change to PSU Performance Metrics dated September 30, 2022 (the “PSU Notice”). Provided that the Second Release Effective Date occurs, as of the Separation Date (i) except with respect to those performance metrics for which performance was fixed as provided by the Parent Board in the PSU Notice, the 2022 PSUs will be deemed vested based on achievement of the “target” level of performance in accordance with the applicable 2022 Award Agreement and (ii) in accordance with the terms of the applicable Equity Agreements, the 2021 RSUs and 2022 RSUs will, to the extent then unvested, accelerate and vest in full (collectively, the “Equity Acceleration”). For the avoidance of doubt, other than the Equity Agreements, the Executive will not be eligible to receive any additional equity awards following the date of this Agreement. The Equity Acceleration, the Severance Payment, and the Outplacement Reimbursement, are collectively referred to herein as the “Severance Benefits”.
(e) No Other Compensation. The Executive acknowledges and agrees that the payments provided pursuant to this Agreement are in full discharge of any and all liabilities and obligations of the Company and its affiliates to the Executive, monetarily or with respect to employee benefits or otherwise, including, but not limited to, any and all obligations arising under the Employment Agreement, any alleged written or oral employment agreement, policy, plan or procedure of the Company and its affiliates and/or any alleged understanding or arrangement between the Executive and the Company.
3. Release.
(a) In consideration for the payments and benefits to be provided to the Executive pursuant to this Agreement, which are conditioned on the Executive’s execution of this Agreement, and to which the Executive would not otherwise be entitled at this time, and other good and valuable consideration, the receipt and sufficiency of which the Executive hereby acknowledges, on the Executive’s own behalf and on behalf of the Executive’s heirs, executors, administrators, beneficiaries, representatives, successors and assigns, and all others connected with or claiming through the Executive, the Executive hereby releases and forever discharges the Company and its affiliates, and all of their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, successors and assigns, and all those connected with any of them, in their official and individual capacities (collectively, the “Released Parties”), from any and all causes of action, suits, rights and claims, demands, damages and compensation of any kind and nature whatsoever, whether at law or in equity, whether now known or unknown, suspected or unsuspected, contingent or otherwise, which the Executive now has or ever has had against the Released Parties, or any of them, in any way related to, connected with or arising out of the Executive’s employment and/or other relationship with the Company or any of its affiliates, or pursuant to Title VII of the Civil Rights Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), the Employee Retirement Income Security Act, the wage and hour laws, wage payment and fair employment practices laws of the state or states in which the Executive has provided services to the Company (each as amended from time to time) and/or any other federal, state or local law, regulation, or other requirement (collectively, the “Claims”) through the date that the Executive signs this Agreement, and the Executive hereby waives all such Claims.
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