Retirement Agreement

Retirement Agreement

This Retirement Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

 (The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Retirement and Retirement Benefits

Retirement Obligation. On [DATE, MONTH, YEAR] (the "Retirement Date"), [PARTY B] shall voluntarily resign from his or her position as [EXECUTIVE'S POSITION] and cease to be an officer or employee of [PARTY A] or any of its Affiliates in any capacity.

Retirement Benefits. [PARTY A] shall pay to [PARTY B] the Retirement Benefits, listed in section [RETIREMENT BENEFITS].

Retirement Benefits. The "Retirement Benefits" include the following benefits, subject to the restrictions of, and paid according to the terms of this section. 

Severance Payment. Within [six] months after the Retirement Date, [PARTY A] shall pay [PARTY B] a lump sum amount equal to [NUMBER OF MONTHS] of [PARTY B]'s Base Salary as of the Retirement Date.

COBRA Benefits

[PARTY A] Assumes COBRA Payments. For a period of [HEALTH BENEFITS TIME PERIOD] after the Retirement Date, [PARTY A] shall assume the payment of the COBRA medical coverage only for [PARTY B] and his or her spouse.

No Other Insurance Coverage Obligations[PARTY A] will have no obligation to assume [PARTY B]'s payments for any other type of insurance coverage or COBRA benefits than those described in paragraph [PARTY A ASSUMES COBRA PAYMENTS].

No Pre-Existing Duty[PARTY B] hereby acknowledges that [PARTY A] has no preexisting duty to pay any portion of [PARTY B]'s COBRA benefits.

Accrued Vacation. Within [30] Business Days after the Retirement Date, [PARTY A] shall pay [PARTY B] a lump sum cash payment equal to $[VACATION ACCRUAL DOLLAR AMOUNT], representing [PARTY B]'s [ACCRUED VACATION DAYS] days of accrued but unused vacation.

Equity Awards. [ATTACHMENT], attached to this agreement, lists all outstanding stock options and shares of restricted stock granted to [PARTY B] under the [PARTY A]'s equity plans as of the Retirement Date.

Representatives and Beneficiaries Take on Death. If [PARTY B] dies, [PARTY A] shall pay any payments, entitlements or benefits owed to [PARTY B] under this agreement, to [PARTY B]'s legal representatives or [PARTY B]'s beneficiaries.

Disability Severance Payment

Termination Due to Disability. [PARTY A] shall pay [PARTY B] a Disability Severance Payment (defined in paragraph [DISABILITY SEVERANCE PAYMENT] if

[PARTY B]'s employment with [PARTY A] and its Affiliates terminates due to [PARTY B] becoming Disabled before [PARTY B] is 62 years old, and

[PARTY B] has completed at least one year of employment, but has not completed more than 15 years of employment.

Disability Severance Payment. [PARTY A] shall

commence the Disability Severance Payment on the first day of the 7th full month following [PARTY B]'s termination date, and

pay the Disability Severance Payment in five substantially equal annual installments, the last four annual installment payments to be made on the successive anniversary dates of the original installment payment.

Disability Payment Calculation. The "Disability Severance Payment" will be the amount equal to the sum obtained by

subtracting $[DOLLAR AMOUNT SUBTRACTED FOR DISABILITY] from the amount obtained by multiplying

the lump sum determined under paragraph [SEVERANCE PAYMENT]

by the appropriate retirement commencement percentage according to the table below.

[PARTY B] Age at Termination: 61 or older; Retirement Commencement Percentage: 94%

[PARTY B] Age at Termination: 60; Retirement Commencement Percentage: 88%

[PARTY B] Age at Termination: 59; Retirement Commencement Percentage: 82%

[PARTY B] Age at Termination: 58; Retirement Commencement Percentage: 76%

[PARTY B] Age at Termination: 57; Retirement Commencement Percentage: 70%

[PARTY B] Age at Termination: 56; Retirement Commencement Percentage: 64%

[PARTY B] Age at Termination: 55; Retirement Commencement Percentage: 58%

[PARTY B] Age at Termination: 54 or younger; Retirement Commencement Percentage: 50%

[PARTY B]'s Acknowledgements[PARTY B] hereby acknowledges that some of the benefits under this section may be different than the benefits he or she would otherwise be eligible to receive on resignation, absent this agreement.

Consulting Services

[PARTY A] May Request Consulting Services. Following the Retirement Date, [PARTY A] may engage [PARTY B] to perform, at [PARTY B]'s discretion, consulting services on dates the parties agree on.

Compensation for Consulting Services[PARTY A] shall pay [PARTY B] $[2,000] per day, plus reasonable expenses, for its consulting services.

General Release of Claims and Promise Not to Sue

General Release. Subject to paragraph [EXCEPTIONS] and to the extent permitted by Law, [PARTY B] hereby irrevocably releases and agrees not to sue [PARTY A], or [PARTY A]'s parent, Subsidiaries, Affiliates, Representatives, or executive benefit plans from any of these listed entities from or for any and all claims, debts, and causes of action [PARTY B] has against any of these listed entities, arising before the Effective Date, whether or not [PARTY B] Knew of them as of the Effective Date, including any claims

arising out of [PARTY B]'s employment with [PARTY A] or the ending of that employment,

arising under federal, state, or local Laws relating to employment, including claims of wrongful discharge, retaliation, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort,

arising under Title VII of the Civil Rights Act of 1964, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, the Uniformed Services Employment and Reemployment Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Employee Retirement Income Security Act, the Family and Medical Leave Act, other fair employment practice acts, and other employment laws,

arising under similar state or local Laws, statutes, ordinances, and regulations, and 

brought in any court or administrative agency.

Exceptions[PARTY B]'s release under paragraph [GENERAL RELEASE] will not include claims

for pension, retirement, or savings benefits which are or are required to be inalienable under the terms of any [PARTY A] executive benefit plan, or

with respect to the enforcement of this agreement, including rights to receive the indemnifications under this agreement.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Non-Disclosure of Agreement Terms

Non-Disclosure[PARTY B] will not disclose the terms of this agreement, including any payment under this agreement, to any Person, except, subject to paragraph [REQUIREMENTS FOR DISCLOSURE],

to [PARTY B]'s spouse, attorneys,

to the extent necessary to prepare [PARTY B]'s income tax returns, to [PARTY B]'s accountants and tax preparers to the extent necessary to prepare [PARTY B]'s income tax returns, and 

to the extent disclosure is compelled by Law or Legal Proceeding.

Requirements for Disclosure. Before disclosing any terms of this agreement under paragraph [NON-DISCLOSURE][PARTY B] shall obtain the agreement of any Person to whom disclosure will be made to keep such information confidential under the same to the terms listed in this section.

References to Disputes. Other than the disclosure allowed under paragraph [NON-DISCLOSURE], in connection with any questions regarding any dispute the parties may have had, [PARTY B] may only say that he or she has "resolved" the dispute.

Return of Property

[PARTY A] Property. Within a reasonable time following the Retirement Date, [PARTY B] shall deliver to [PARTY A] any Confidential Information, software, devices, cell phones, personal data assistants, credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers, hard drives, papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings, and data, including all copies of such materials, which belong to [PARTY A] or relate to its business, and which are in [PARTY B]'s possession, custody, or control, whether prepared by [PARTY B] or others.

Later Discovery of Confidential Information. Following the Retirement Date, if after the return listed in paragraph [PARTY A PROPERTY] above, [PARTY B] determines that it has any Confidential Information in the its possession or control, [PARTY B] shall immediately return to [PARTY A] all that Confidential Information, including all copies and portions of that Confidential Information.

Non-Competition

No Restricted Activity. Subject to paragraph [PERMITTED INVESTMENTS] below, for the period of [NON-COMPETITION PERIOD TERM] months after the Retirement Date, (the "Non-Competition Period"), [PARTY B] will not, directly or indirectly, engage in any Restricted Activity within the Restricted Territory.

Permitted Investments. [PARTY B] may participate as a passive investor, holding up to [PASSIVE INVESTMENT PERCENT]% of publicly-traded equity securities of an entity engaged in the Restricted Business.

Definitions

Restricted Activity. "Restricted Activity" means,

employing or providing any services [or serving as an officer, director, partner, principal, employee, agent, representative, consultant, or independent contractor, or providing any assistance,] to a Restricted Business,

owning or owning any interest in, financing, operating, managing, or controlling a Restricted Business, or any Person, firm, corporation, or business related to a Restricted Business,

conducting any business the same or similar to [PARTY A]'s business, and

conducting any business [for the party's own account] with a Restricted Business.

Restricted Business. "Restricted Business" means any [DESCRIBE THE INDUSTRY/SUBJECT MATTER OF THE RESTRICTED BUSINESS].

Restricted Territory. "Restricted Territory" means [RESTRICTED TERRITORY].

Non-Solicitation

Non-Solicitation of EmployeesSubject to paragraph [PERMITTED HIRINGS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), [PARTY B] will not directly or indirectly, on [PARTY B]'s own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave [PARTY A].

Permitted Hirings

Voluntary Contacts. [PARTY B] may employ [PARTY A]'s officers, directors, or employees who contact [PARTY B] on their own initiative without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Non-Solicitation

Non-Solicitation of Employees and Customers. Subject to paragraph [PERMITTED HIRINGS AND BUSINESS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), [PARTY B] will not directly or indirectly, on [PARTY B]'s own behalf or in the service or on behalf of others, in any capacity

induce or attempt to induce any officer, director, or employee to leave [PARTY A], or

solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of [PARTY A].

Permitted Hirings and Business

Voluntary Contacts. [PARTY B] may employ or accept the business of [PARTY A]'s officers, directors, employees, customers, consultants, or patrons who contact [PARTY B] on their own initiative without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Former Customers[PARTY B] may do business with any former customer, consultant, or patron of [PARTY A] who no longer does business with [PARTY A].

Mutual Non-Solicitation

Non-Solicitation of Employees and Customers. During the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity

induce or attempt to induce any officer, director, or employee to leave the other party, or

solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of the other party.

Permitted Hirings and Business

Voluntary Contacts. Each party may employ or accept the business of the other party's officers, directors, employees, customers, consultants, or patrons who contact the party on their own initiative without any direct or indirect solicitation or encouragement by the party.

Former Employees. Each party may employ any former officer, director, or employee of the other party whose employment with the other party has terminated.

Former Customers. Each party may do business with any former customer, consultant, or patron of the other party who no longer does business with the other party.

Mutual Non-Solicitation

Non-Solicitation of Employees. Subject to paragraph [PERMITTED HIRINGS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave the other party.

Permitted Hirings

Voluntary Contacts. Each party may employ the other party's officers, directors, or employees who contact the party on their own initiative without any direct or indirect solicitation or encouragement by the party.

Former Employees. Each party may employ any former officer, director, or employee of the other party whose employment with the other party has terminated.

Non-Disparagement

Mutual Non-Disparagement. Subject to paragraph [EXCEPTION FOR COMPELLED TRUTHFUL STATEMENTS], following the Retirement Date, neither party will disparage or denigrate the other party, or the other party's Representatives.

Exception for Compelled Truthful Statements. Either party may make truthful statements about the other, if compelled by court Order, Legal Proceeding, or otherwise required by Law, without violating the non-disparagement requirements under this section.

Litigation and Regulatory Cooperation

Cooperation Obligations. Following the Retirement Date, [PARTY B] shall cooperate with [PARTY A]

in the defense or prosecution of any existing or future claims or actions against or on behalf of [PARTY A]arising out of [PARTY B]'s employment with [PARTY A], and

in connection with any investigation or review by any federal, state, or local regulatory authority, arising out of [PARTY B]'s employment with [PARTY A].

Specific Obligations [PARTY B]'s cooperation in connection with such claims or actions will include

meeting with counsel to prepare for discovery or trial, and

acting as a witness on behalf of [PARTY A] at mutually convenient times.

Compensation for Cooperation[PARTY A] shall reimburse [PARTY B] 

at a daily rate of $[500], and

for any reasonable out-of-pocket expenses incurred in connection with [PARTY B]'s performance of his or her obligations under this section.

Fee and Expenses. Except as otherwise provided for in this agreement, each party shall pay all expenses it incurs in connection with this agreement.

 Fees and Expenses

In General, Parties Pay Their Own Expenses. Except as otherwise provided for in this subclause or elsewhere in this agreement, each party shall pay all expenses it incurs in connection with this agreement.

Termination Fees. In any of the following events, the [PARTY A/PARTIES] shall pay to the [PARTY B/EACH OTHER] a termination fee of $[TERMINATION FEE DOLLAR AMOUNT] (the "Termination Fee"), it being understood that under no circumstances will the [PARTY A/PARTIES] be required to pay the Termination Fee on more than one occasion: 

[ENUMERATED LIST OF TERMINATION EVENTS ON WHICH THE TERMINATION FEE IS OWED]

Tax Withholding[PARTY A] may withhold Taxes from any amounts it pays to [PARTY B] under this agreement, including federal, state and local Taxes as may be required to be withheld under any applicable Law.

Indemnification. From the Effective date until the Retirement Date, [PARTY A] shall continue to indemnify [PARTY B] according to the indemnification obligations under section [INDEMNIFICATION] of [PARTY B]'s employment agreement[, and [PARTY A]'s bylaws or certificate of incorporation as applicable], attached to this agreement in [ATTACHMENT].

Code Section 409A

Notice Under Section 409A. If [PARTY B] is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i), [PARTY A] shall promptly deliver written notice to [PARTY B] advising it of the application of such Code section.

Deferment of Payment. Only if and to the extent necessary to avoid adverse personal Tax consequences to [PARTY B] under Code section 409A, [PARTY A] shall delay payments otherwise required to be made to [PARTY B] under this agreement, delayed to the earlier of

six months and one day after [PARTY B]'s Date of Termination, or

[PARTY B]'s death.

Date of Termination. For purposes of this section [CODE SECTION 409A], [PARTY B]'s "Date of Termination" will be interpreted in a manner that is consistent with the term "separation from service" as defined in Code section 409A and the Treasury Regulations under that section.

Interest of Deferment. Interest will accrue on unpaid amounts delayed under this section [CODE SECTION 409A] at the prime rate in effect at [BANK] or any successor bank commencing from the date that such amounts would otherwise have been due under the applicable provision.

Section 409A of Code

Administered Consistent with Code. The parties hereby acknowledge their mutual intent that this agreement be administered and interpreted

consistent with the requirements of the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and

to meet any applicable requirements under or exceptions from the Code, including Section 409A or the Code, and the Treasury regulations under the Code.

Deferred Payments

Deferred Payments to Avoid Tax Consequences. If an to the extent necessary to avoid adverse personal Tax consequences to [PARTY B] under Section 409A of the Code, [PARTY A] will delay payments it is otherwise required to pay to [PARTY B] under section [SEVERANCE BENEFITS] to the earlier of (i) six months and one day after [PARTY B]'s date of termination, or (ii) [PARTY B]'s death. 

Interest on Deferment. Interest shall accrue on unpaid amounts delayed under this section at the then-current prime rate in effect at [INSERT RELEVANT BANK] or any successor bank, beginning on the date that those late amounts were due.

Date of Termination. For purposes of this section, [PARTY B]'s date of termination will be interpreted in a manner consistent with the term "separation from service" as defined in Section 409A of the Code and the Treasury Regulations under the Code.

Amendments Necessary to be Consistent with Code. If the parties determine that any compensation, benefits, or other payments owed under this agreement and intended to comply with the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and other applicable authority issued by the Internal Revenue Service, [PARTY A] and [PARTY B] shall amend this agreement, and take other actions the parties deem reasonably necessary or appropriate, to both

comply with the requirements of the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and

maintain as nearly as possible the economic terms and expectations of this agreement.

Code Section 409A

Construction of this Agreement. The parties intend that:

this agreement will at all times be administered and the terms of this agreement will be interpreted consistent with the requirements of the Code, including Section 409A of the Code;

any benefits under this agreement will satisfy, to the greatest extent possible, the exemptions from the application of Code section 409A, provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9); and 

to the extent not so exempt, this agreement (and any definitions under this agreement) will be construed in a manner that complies with Section 409A.

Specific Interpretations. For purposes of Code section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)):

[PARTY B]'s right to receive any installment payments under this agreement (whether severance payments, if any, or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this agreement will at all times be considered a separate and distinct payment; and

a termination of employment will not be deemed to have occurred for purposes of any provision of this agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A and, for purposes of any such provision of this agreement, references to a "resignation," "termination," "termination of employment" or like terms will mean "separation from service".

In Case of "Specified Employee" 

Defer Payments. If [PARTY A] deems that [PARTY B] is, at the time of a separation from service, a "specified employee" for purposes of Code section 409A(a)(2)(B)(i), and if any payments or benefits that [PARTY B] becomes entitled to under this agreement on account of such separation from service are deemed to be "deferred compensation", then to the extent delayed commencement of any portion of such payments or benefits is required in order to avoid a prohibited distribution under Code section 409A(a)(2)(B)(i) and the related adverse Taxation under Code section 409A, [PARTY A] shall not provide such payments prior to the earliest of:

the expiration of the six-month period measured from the date of separation from service;

the date of [PARTY B]'s death; or

such earlier date as permitted under Code section 409A without the imposition of adverse taxation.

Payment of Deferred Payments. On the first Business Day following the expiration of such deferment period, [PARTY A] shall pay to [PARTY B]

all payments deferred under this section [IN CASE OF "SPECIFIED EMPLOYEE"] in a lump sum,

any remaining payments due shall be paid as otherwise provided herein,

with no interest due on any amounts so deferred.

Section 409A of Code

Interpreted According to Section 409A. The parties hereby acknowledge their mutual intent that this [agreement / plan] be interpreted

consistent with the requirements of the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and

to meet any applicable requirements under or exceptions from the Code, including Section 409A or the Code, and the Treasury regulations under the Code.

Administered According to Section 409A. The Committee shall use reasonable efforts to ensure this plan is administered according to and to meet any applicable requirements under or exceptions from the Code, including Section 409A of the Cod, and the Treasury Regulations under the Code.

Limited Right to Revoke. [PARTY B] may revoke this agreement by delivering notice to [PARTY A] within [seven] Business Days after the Effective Date.

Definitions

"Affiliate" of any Person means, at the time the determination is made, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with that Person.

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" will have the same definition it does under the Non-Disclosure Agreement referred to in section [CONFIDENTIALITY OBLIGATIONS].

"Disability Severance Payment" is defined in section [RETIREMENT BENEFITS].

"Effective Date" is defined in the introduction to this agreement.

"Governmental Authority" means 

(a) any federal, state, local, or foreign government, and any political subdivision of any of them, 

(b) any agency or instrumentality of any such government or political subdivision, 

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), or 

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Law" means 

(a) any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and 

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

"Non-Competition Period" is defined in section [NON-COMPETITION].

"Non-Solicitation Period" is defined in section [NON-SOLICITATION].

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority having jurisdiction over the subject matter, whether preliminary or final.

"Person" includes 

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and 

(b) any individual.

"Representative" means, for any Person, that Person's directors, officers, shareholders, owners, partners, employees, agents, professional advisors[, in connection with the transactions contemplated in this agreement], and any other authorized representatives.

"Restricted Activity" is defined in section [NON-COMPETITION].

"Restricted Business" is defined in section [NON-COMPETITION].

"Restricted Territory" is defined in section [NON-COMPETITION].

"Retirement Date" is defined in section [RETIREMENT].

"Subsidiaries" means any legal entity that

(a) a party owns more than 50% of the entity's outstanding voting securities or equity interests, or

(b) of which a party is a general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership).

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

"Tax Return" includes any report, return, declaration, or other information statement relating to Taxes required to be supplied to a Governmental Authority, including any schedule or attachment thereto, and including any amendment thereof.

General Provisions

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.

Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Dispute Resolution. Any controversy or claim arising out of this agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], according to the rules of the American Arbitration Association then in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

Arbitrator's Authority. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Appointment of Arbitrators. Arbitration will be determined by three arbitrators, one appointed by [PARTY A], one appointed by [PARTY B], and the third will be appointed by the first two arbitrators.

Failure to Appoint Arbitrators. If either [PARTY A] or [PARTY B] fails to appoint an arbitrator within [NUMBER OF DAYS] of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within [NUMBER OF DAYS] after the second arbitrator is designated, then such arbitrator will be appointed by the American Arbitration Association.

Procedure. The arbitration will be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association.

Arbitration Expenses. The parties shall bears the expenses of the arbitrator(s) equally.

Dispute Resolution

Mediation. Any disputes not resolved by negotiation will be subject to mediation under the [American Arbitration Association's Mediation Rules] as a condition precedent to the filing of any litigation.

Either party may commence the mediation process by providing to the other party written notice, listing the subject of the dispute, claim or controversy and the relief requested.

Within ten 10 days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party's notice.

Mediation will be held at a mutually agreeable location[ within the State where the contract is performed].

The initial mediation session will be held within 30 days after the initial notice.

The parties agree to share equally the expenses of the mediation (which will not include the expenses incurred by each party for its own legal representation in connection with the mediation).

Arbitration. Any disputes not resolved by mediation within [45] days after initiation of the mediation procedure will be resolved by arbitration under the American Arbitration Association's Arbitration Rules in a court of competent jurisdiction where the [contract is performed]

The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

The arbitration will be conducted by an arbitrator experienced in [ARBITRATOR EXPERIENCE] and will include a written record of the arbitration hearing. The parties reserve the right to object to any individual who will be employed by or affiliated with a competing organization or entity.

The place of arbitration will be [CITY, STATE].

Litigation. If the dispute has not been resolved by non-binding means as provided herein within [90] days of the initiation of such procedure, this agreement does not preclude either party from initiating litigation [on [00] days written notice to the other party]; provided, however, that if one party has requested the other to participate in a non-binding procedure and the other has failed to participate, the requesting party may initiate litigation before expiration of the above period.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Equitable Relief. The parties acknowledge that if either party violates the specific obligations of this agreement, it could lead the other party to suffer irreparable harm, that is, harm for which monetary damages would be an inadequate remedy. Further, the parties acknowledge that if in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTED] the injured party was required to prove irreparable harm, the delay needed to prove irreparable harm could increase the harm the injured party would suffer. Therefore, parties intend that if either party violates the specific obligations of this agreement, then for the purposes of determining whether to grant equitable relief any court should assume that that violation would cause injured party irreparable harm.

Equitable Relief

Acknowledgment of Irreparable Harm. The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary damages.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.

Equitable Relief

Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][INCLUDE OTHER SPECIFIC OBLIGATIONS] would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach of the obligations listed in the paragraph directly above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that party to post any security.

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

No Admission of Liability. Neither party will consider, deem, or suggest that anything in this agreement constitutes the other party's admission of liability, wrongdoing, or violation of Law.

Acknowledgement of Contract Terms. [PARTY B] acknowledges that it

has read this agreement,

understands its terms,

has had the opportunity to consult[ and has consulted] with independent legal counsel, and

has signed this agreement voluntarily.

Advice of Counsel. [PARTY A] has advised [PARTY B] to review this agreement with an attorney of its choosing before signing this agreement, and [PARTY B] has had a reasonable period of time to do so.

Acknowledgement of Terms. Each party acknowledges that they

have read this agreement,

understand the terms of this agreement,

have had the opportunity to consult[ and has consulted] with independent legal counsel in connection with this agreement, and

have signed this agreement voluntarily.

1. Acknowledgement of Contract Terms. Before signing this agreement, the [PARTY B]

(a) has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

(b) has carefully read and fully understands all its terms,

(c) has been advised by the [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

(d) knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by the [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms.

Acknowledgement of Contract Terms. Before signing this agreement, [PARTY B]

has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

has carefully read and fully understands all its terms,

has been advised by [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms. 

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Retirement Agreement

This Retirement Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

 (The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Retirement and Retirement Benefits

Retirement Obligation. On [DATE, MONTH, YEAR] (the "Retirement Date"), [PARTY B] shall voluntarily resign from his or her position as [EXECUTIVE'S POSITION] and cease to be an officer or employee of [PARTY A] or any of its Affiliates in any capacity.

Retirement Benefits. [PARTY A] shall pay to [PARTY B] the Retirement Benefits, listed in section [RETIREMENT BENEFITS].

Retirement Benefits. The "Retirement Benefits" include the following benefits, subject to the restrictions of, and paid according to the terms of this section. 

Severance Payment. Within [six] months after the Retirement Date, [PARTY A] shall pay [PARTY B] a lump sum amount equal to [NUMBER OF MONTHS] of [PARTY B]'s Base Salary as of the Retirement Date.

COBRA Benefits

[PARTY A] Assumes COBRA Payments. For a period of [HEALTH BENEFITS TIME PERIOD] after the Retirement Date, [PARTY A] shall assume the payment of the COBRA medical coverage only for [PARTY B] and his or her spouse.

No Other Insurance Coverage Obligations[PARTY A] will have no obligation to assume [PARTY B]'s payments for any other type of insurance coverage or COBRA benefits than those described in paragraph [PARTY A ASSUMES COBRA PAYMENTS].

No Pre-Existing Duty[PARTY B] hereby acknowledges that [PARTY A] has no preexisting duty to pay any portion of [PARTY B]'s COBRA benefits.

Accrued Vacation. Within [30] Business Days after the Retirement Date, [PARTY A] shall pay [PARTY B] a lump sum cash payment equal to $[VACATION ACCRUAL DOLLAR AMOUNT], representing [PARTY B]'s [ACCRUED VACATION DAYS] days of accrued but unused vacation.

Equity Awards. [ATTACHMENT], attached to this agreement, lists all outstanding stock options and shares of restricted stock granted to [PARTY B] under the [PARTY A]'s equity plans as of the Retirement Date.

Representatives and Beneficiaries Take on Death. If [PARTY B] dies, [PARTY A] shall pay any payments, entitlements or benefits owed to [PARTY B] under this agreement, to [PARTY B]'s legal representatives or [PARTY B]'s beneficiaries.

Disability Severance Payment

Termination Due to Disability. [PARTY A] shall pay [PARTY B] a Disability Severance Payment (defined in paragraph [DISABILITY SEVERANCE PAYMENT] if

[PARTY B]'s employment with [PARTY A] and its Affiliates terminates due to [PARTY B] becoming Disabled before [PARTY B] is 62 years old, and

[PARTY B] has completed at least one year of employment, but has not completed more than 15 years of employment.

Disability Severance Payment. [PARTY A] shall

commence the Disability Severance Payment on the first day of the 7th full month following [PARTY B]'s termination date, and

pay the Disability Severance Payment in five substantially equal annual installments, the last four annual installment payments to be made on the successive anniversary dates of the original installment payment.

Disability Payment Calculation. The "Disability Severance Payment" will be the amount equal to the sum obtained by

subtracting $[DOLLAR AMOUNT SUBTRACTED FOR DISABILITY] from the amount obtained by multiplying

the lump sum determined under paragraph [SEVERANCE PAYMENT]

by the appropriate retirement commencement percentage according to the table below.

[PARTY B] Age at Termination: 61 or older; Retirement Commencement Percentage: 94%

[PARTY B] Age at Termination: 60; Retirement Commencement Percentage: 88%

[PARTY B] Age at Termination: 59; Retirement Commencement Percentage: 82%

[PARTY B] Age at Termination: 58; Retirement Commencement Percentage: 76%

[PARTY B] Age at Termination: 57; Retirement Commencement Percentage: 70%

[PARTY B] Age at Termination: 56; Retirement Commencement Percentage: 64%

[PARTY B] Age at Termination: 55; Retirement Commencement Percentage: 58%

[PARTY B] Age at Termination: 54 or younger; Retirement Commencement Percentage: 50%

[PARTY B]'s Acknowledgements[PARTY B] hereby acknowledges that some of the benefits under this section may be different than the benefits he or she would otherwise be eligible to receive on resignation, absent this agreement.

Consulting Services

[PARTY A] May Request Consulting Services. Following the Retirement Date, [PARTY A] may engage [PARTY B] to perform, at [PARTY B]'s discretion, consulting services on dates the parties agree on.

Compensation for Consulting Services[PARTY A] shall pay [PARTY B] $[2,000] per day, plus reasonable expenses, for its consulting services.

General Release of Claims and Promise Not to Sue

General Release. Subject to paragraph [EXCEPTIONS] and to the extent permitted by Law, [PARTY B] hereby irrevocably releases and agrees not to sue [PARTY A], or [PARTY A]'s parent, Subsidiaries, Affiliates, Representatives, or executive benefit plans from any of these listed entities from or for any and all claims, debts, and causes of action [PARTY B] has against any of these listed entities, arising before the Effective Date, whether or not [PARTY B] Knew of them as of the Effective Date, including any claims

arising out of [PARTY B]'s employment with [PARTY A] or the ending of that employment,

arising under federal, state, or local Laws relating to employment, including claims of wrongful discharge, retaliation, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort,

arising under Title VII of the Civil Rights Act of 1964, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, the Uniformed Services Employment and Reemployment Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Employee Retirement Income Security Act, the Family and Medical Leave Act, other fair employment practice acts, and other employment laws,

arising under similar state or local Laws, statutes, ordinances, and regulations, and 

brought in any court or administrative agency.

Exceptions[PARTY B]'s release under paragraph [GENERAL RELEASE] will not include claims

for pension, retirement, or savings benefits which are or are required to be inalienable under the terms of any [PARTY A] executive benefit plan, or

with respect to the enforcement of this agreement, including rights to receive the indemnifications under this agreement.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Non-Disclosure of Agreement Terms

Non-Disclosure[PARTY B] will not disclose the terms of this agreement, including any payment under this agreement, to any Person, except, subject to paragraph [REQUIREMENTS FOR DISCLOSURE],

to [PARTY B]'s spouse, attorneys,

to the extent necessary to prepare [PARTY B]'s income tax returns, to [PARTY B]'s accountants and tax preparers to the extent necessary to prepare [PARTY B]'s income tax returns, and 

to the extent disclosure is compelled by Law or Legal Proceeding.

Requirements for Disclosure. Before disclosing any terms of this agreement under paragraph [NON-DISCLOSURE][PARTY B] shall obtain the agreement of any Person to whom disclosure will be made to keep such information confidential under the same to the terms listed in this section.

References to Disputes. Other than the disclosure allowed under paragraph [NON-DISCLOSURE], in connection with any questions regarding any dispute the parties may have had, [PARTY B] may only say that he or she has "resolved" the dispute.

Return of Property

[PARTY A] Property. Within a reasonable time following the Retirement Date, [PARTY B] shall deliver to [PARTY A] any Confidential Information, software, devices, cell phones, personal data assistants, credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers, hard drives, papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings, and data, including all copies of such materials, which belong to [PARTY A] or relate to its business, and which are in [PARTY B]'s possession, custody, or control, whether prepared by [PARTY B] or others.

Later Discovery of Confidential Information. Following the Retirement Date, if after the return listed in paragraph [PARTY A PROPERTY] above, [PARTY B] determines that it has any Confidential Information in the its possession or control, [PARTY B] shall immediately return to [PARTY A] all that Confidential Information, including all copies and portions of that Confidential Information.

Non-Competition

No Restricted Activity. Subject to paragraph [PERMITTED INVESTMENTS] below, for the period of [NON-COMPETITION PERIOD TERM] months after the Retirement Date, (the "Non-Competition Period"), [PARTY B] will not, directly or indirectly, engage in any Restricted Activity within the Restricted Territory.

Permitted Investments. [PARTY B] may participate as a passive investor, holding up to [PASSIVE INVESTMENT PERCENT]% of publicly-traded equity securities of an entity engaged in the Restricted Business.

Definitions

Restricted Activity. "Restricted Activity" means,

employing or providing any services [or serving as an officer, director, partner, principal, employee, agent, representative, consultant, or independent contractor, or providing any assistance,] to a Restricted Business,

owning or owning any interest in, financing, operating, managing, or controlling a Restricted Business, or any Person, firm, corporation, or business related to a Restricted Business,

conducting any business the same or similar to [PARTY A]'s business, and

conducting any business [for the party's own account] with a Restricted Business.

Restricted Business. "Restricted Business" means any [DESCRIBE THE INDUSTRY/SUBJECT MATTER OF THE RESTRICTED BUSINESS].

Restricted Territory. "Restricted Territory" means [RESTRICTED TERRITORY].

Non-Solicitation

Non-Solicitation of EmployeesSubject to paragraph [PERMITTED HIRINGS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), [PARTY B] will not directly or indirectly, on [PARTY B]'s own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave [PARTY A].

Permitted Hirings

Voluntary Contacts. [PARTY B] may employ [PARTY A]'s officers, directors, or employees who contact [PARTY B] on their own initiative without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Non-Solicitation

Non-Solicitation of Employees and Customers. Subject to paragraph [PERMITTED HIRINGS AND BUSINESS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), [PARTY B] will not directly or indirectly, on [PARTY B]'s own behalf or in the service or on behalf of others, in any capacity

induce or attempt to induce any officer, director, or employee to leave [PARTY A], or

solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of [PARTY A].

Permitted Hirings and Business

Voluntary Contacts. [PARTY B] may employ or accept the business of [PARTY A]'s officers, directors, employees, customers, consultants, or patrons who contact [PARTY B] on their own initiative without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Former Customers[PARTY B] may do business with any former customer, consultant, or patron of [PARTY A] who no longer does business with [PARTY A].

Mutual Non-Solicitation

Non-Solicitation of Employees and Customers. During the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity

induce or attempt to induce any officer, director, or employee to leave the other party, or

solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of the other party.

Permitted Hirings and Business

Voluntary Contacts. Each party may employ or accept the business of the other party's officers, directors, employees, customers, consultants, or patrons who contact the party on their own initiative without any direct or indirect solicitation or encouragement by the party.

Former Employees. Each party may employ any former officer, director, or employee of the other party whose employment with the other party has terminated.

Former Customers. Each party may do business with any former customer, consultant, or patron of the other party who no longer does business with the other party.

Mutual Non-Solicitation

Non-Solicitation of Employees. Subject to paragraph [PERMITTED HIRINGS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave the other party.

Permitted Hirings

Voluntary Contacts. Each party may employ the other party's officers, directors, or employees who contact the party on their own initiative without any direct or indirect solicitation or encouragement by the party.

Former Employees. Each party may employ any former officer, director, or employee of the other party whose employment with the other party has terminated.

Non-Disparagement

Mutual Non-Disparagement. Subject to paragraph [EXCEPTION FOR COMPELLED TRUTHFUL STATEMENTS], following the Retirement Date, neither party will disparage or denigrate the other party, or the other party's Representatives.

Exception for Compelled Truthful Statements. Either party may make truthful statements about the other, if compelled by court Order, Legal Proceeding, or otherwise required by Law, without violating the non-disparagement requirements under this section.

Litigation and Regulatory Cooperation

Cooperation Obligations. Following the Retirement Date, [PARTY B] shall cooperate with [PARTY A]

in the defense or prosecution of any existing or future claims or actions against or on behalf of [PARTY A]arising out of [PARTY B]'s employment with [PARTY A], and

in connection with any investigation or review by any federal, state, or local regulatory authority, arising out of [PARTY B]'s employment with [PARTY A].

Specific Obligations [PARTY B]'s cooperation in connection with such claims or actions will include

meeting with counsel to prepare for discovery or trial, and

acting as a witness on behalf of [PARTY A] at mutually convenient times.

Compensation for Cooperation[PARTY A] shall reimburse [PARTY B] 

at a daily rate of $[500], and

for any reasonable out-of-pocket expenses incurred in connection with [PARTY B]'s performance of his or her obligations under this section.

Fee and Expenses. Except as otherwise provided for in this agreement, each party shall pay all expenses it incurs in connection with this agreement.

 Fees and Expenses

In General, Parties Pay Their Own Expenses. Except as otherwise provided for in this subclause or elsewhere in this agreement, each party shall pay all expenses it incurs in connection with this agreement.

Termination Fees. In any of the following events, the [PARTY A/PARTIES] shall pay to the [PARTY B/EACH OTHER] a termination fee of $[TERMINATION FEE DOLLAR AMOUNT] (the "Termination Fee"), it being understood that under no circumstances will the [PARTY A/PARTIES] be required to pay the Termination Fee on more than one occasion: 

[ENUMERATED LIST OF TERMINATION EVENTS ON WHICH THE TERMINATION FEE IS OWED]

Tax Withholding[PARTY A] may withhold Taxes from any amounts it pays to [PARTY B] under this agreement, including federal, state and local Taxes as may be required to be withheld under any applicable Law.

Indemnification. From the Effective date until the Retirement Date, [PARTY A] shall continue to indemnify [PARTY B] according to the indemnification obligations under section [INDEMNIFICATION] of [PARTY B]'s employment agreement[, and [PARTY A]'s bylaws or certificate of incorporation as applicable], attached to this agreement in [ATTACHMENT].

Code Section 409A

Notice Under Section 409A. If [PARTY B] is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i), [PARTY A] shall promptly deliver written notice to [PARTY B] advising it of the application of such Code section.

Deferment of Payment. Only if and to the extent necessary to avoid adverse personal Tax consequences to [PARTY B] under Code section 409A, [PARTY A] shall delay payments otherwise required to be made to [PARTY B] under this agreement, delayed to the earlier of

six months and one day after [PARTY B]'s Date of Termination, or

[PARTY B]'s death.

Date of Termination. For purposes of this section [CODE SECTION 409A], [PARTY B]'s "Date of Termination" will be interpreted in a manner that is consistent with the term "separation from service" as defined in Code section 409A and the Treasury Regulations under that section.

Interest of Deferment. Interest will accrue on unpaid amounts delayed under this section [CODE SECTION 409A] at the prime rate in effect at [BANK] or any successor bank commencing from the date that such amounts would otherwise have been due under the applicable provision.

Section 409A of Code

Administered Consistent with Code. The parties hereby acknowledge their mutual intent that this agreement be administered and interpreted

consistent with the requirements of the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and

to meet any applicable requirements under or exceptions from the Code, including Section 409A or the Code, and the Treasury regulations under the Code.

Deferred Payments

Deferred Payments to Avoid Tax Consequences. If an to the extent necessary to avoid adverse personal Tax consequences to [PARTY B] under Section 409A of the Code, [PARTY A] will delay payments it is otherwise required to pay to [PARTY B] under section [SEVERANCE BENEFITS] to the earlier of (i) six months and one day after [PARTY B]'s date of termination, or (ii) [PARTY B]'s death. 

Interest on Deferment. Interest shall accrue on unpaid amounts delayed under this section at the then-current prime rate in effect at [INSERT RELEVANT BANK] or any successor bank, beginning on the date that those late amounts were due.

Date of Termination. For purposes of this section, [PARTY B]'s date of termination will be interpreted in a manner consistent with the term "separation from service" as defined in Section 409A of the Code and the Treasury Regulations under the Code.

Amendments Necessary to be Consistent with Code. If the parties determine that any compensation, benefits, or other payments owed under this agreement and intended to comply with the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and other applicable authority issued by the Internal Revenue Service, [PARTY A] and [PARTY B] shall amend this agreement, and take other actions the parties deem reasonably necessary or appropriate, to both

comply with the requirements of the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and

maintain as nearly as possible the economic terms and expectations of this agreement.

Code Section 409A

Construction of this Agreement. The parties intend that:

this agreement will at all times be administered and the terms of this agreement will be interpreted consistent with the requirements of the Code, including Section 409A of the Code;

any benefits under this agreement will satisfy, to the greatest extent possible, the exemptions from the application of Code section 409A, provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9); and 

to the extent not so exempt, this agreement (and any definitions under this agreement) will be construed in a manner that complies with Section 409A.

Specific Interpretations. For purposes of Code section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)):

[PARTY B]'s right to receive any installment payments under this agreement (whether severance payments, if any, or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this agreement will at all times be considered a separate and distinct payment; and

a termination of employment will not be deemed to have occurred for purposes of any provision of this agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A and, for purposes of any such provision of this agreement, references to a "resignation," "termination," "termination of employment" or like terms will mean "separation from service".

In Case of "Specified Employee" 

Defer Payments. If [PARTY A] deems that [PARTY B] is, at the time of a separation from service, a "specified employee" for purposes of Code section 409A(a)(2)(B)(i), and if any payments or benefits that [PARTY B] becomes entitled to under this agreement on account of such separation from service are deemed to be "deferred compensation", then to the extent delayed commencement of any portion of such payments or benefits is required in order to avoid a prohibited distribution under Code section 409A(a)(2)(B)(i) and the related adverse Taxation under Code section 409A, [PARTY A] shall not provide such payments prior to the earliest of:

the expiration of the six-month period measured from the date of separation from service;

the date of [PARTY B]'s death; or

such earlier date as permitted under Code section 409A without the imposition of adverse taxation.

Payment of Deferred Payments. On the first Business Day following the expiration of such deferment period, [PARTY A] shall pay to [PARTY B]

all payments deferred under this section [IN CASE OF "SPECIFIED EMPLOYEE"] in a lump sum,

any remaining payments due shall be paid as otherwise provided herein,

with no interest due on any amounts so deferred.

Section 409A of Code

Interpreted According to Section 409A. The parties hereby acknowledge their mutual intent that this [agreement / plan] be interpreted

consistent with the requirements of the Code, including Section 409A of the Code, the Treasury Regulations under the Code, and

to meet any applicable requirements under or exceptions from the Code, including Section 409A or the Code, and the Treasury regulations under the Code.

Administered According to Section 409A. The Committee shall use reasonable efforts to ensure this plan is administered according to and to meet any applicable requirements under or exceptions from the Code, including Section 409A of the Cod, and the Treasury Regulations under the Code.

Limited Right to Revoke. [PARTY B] may revoke this agreement by delivering notice to [PARTY A] within [seven] Business Days after the Effective Date.

Definitions

"Affiliate" of any Person means, at the time the determination is made, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with that Person.

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" will have the same definition it does under the Non-Disclosure Agreement referred to in section [CONFIDENTIALITY OBLIGATIONS].

"Disability Severance Payment" is defined in section [RETIREMENT BENEFITS].

"Effective Date" is defined in the introduction to this agreement.

"Governmental Authority" means 

(a) any federal, state, local, or foreign government, and any political subdivision of any of them, 

(b) any agency or instrumentality of any such government or political subdivision, 

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), or 

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Law" means 

(a) any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and 

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

"Non-Competition Period" is defined in section [NON-COMPETITION].

"Non-Solicitation Period" is defined in section [NON-SOLICITATION].

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority having jurisdiction over the subject matter, whether preliminary or final.

"Person" includes 

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and 

(b) any individual.

"Representative" means, for any Person, that Person's directors, officers, shareholders, owners, partners, employees, agents, professional advisors[, in connection with the transactions contemplated in this agreement], and any other authorized representatives.

"Restricted Activity" is defined in section [NON-COMPETITION].

"Restricted Business" is defined in section [NON-COMPETITION].

"Restricted Territory" is defined in section [NON-COMPETITION].

"Retirement Date" is defined in section [RETIREMENT].

"Subsidiaries" means any legal entity that

(a) a party owns more than 50% of the entity's outstanding voting securities or equity interests, or

(b) of which a party is a general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership).

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

"Tax Return" includes any report, return, declaration, or other information statement relating to Taxes required to be supplied to a Governmental Authority, including any schedule or attachment thereto, and including any amendment thereof.

General Provisions

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.

Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Dispute Resolution. Any controversy or claim arising out of this agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], according to the rules of the American Arbitration Association then in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

Arbitrator's Authority. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Appointment of Arbitrators. Arbitration will be determined by three arbitrators, one appointed by [PARTY A], one appointed by [PARTY B], and the third will be appointed by the first two arbitrators.

Failure to Appoint Arbitrators. If either [PARTY A] or [PARTY B] fails to appoint an arbitrator within [NUMBER OF DAYS] of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within [NUMBER OF DAYS] after the second arbitrator is designated, then such arbitrator will be appointed by the American Arbitration Association.

Procedure. The arbitration will be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association.

Arbitration Expenses. The parties shall bears the expenses of the arbitrator(s) equally.

Dispute Resolution

Mediation. Any disputes not resolved by negotiation will be subject to mediation under the [American Arbitration Association's Mediation Rules] as a condition precedent to the filing of any litigation.

Either party may commence the mediation process by providing to the other party written notice, listing the subject of the dispute, claim or controversy and the relief requested.

Within ten 10 days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party's notice.

Mediation will be held at a mutually agreeable location[ within the State where the contract is performed].

The initial mediation session will be held within 30 days after the initial notice.

The parties agree to share equally the expenses of the mediation (which will not include the expenses incurred by each party for its own legal representation in connection with the mediation).

Arbitration. Any disputes not resolved by mediation within [45] days after initiation of the mediation procedure will be resolved by arbitration under the American Arbitration Association's Arbitration Rules in a court of competent jurisdiction where the [contract is performed]

The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

The arbitration will be conducted by an arbitrator experienced in [ARBITRATOR EXPERIENCE] and will include a written record of the arbitration hearing. The parties reserve the right to object to any individual who will be employed by or affiliated with a competing organization or entity.

The place of arbitration will be [CITY, STATE].

Litigation. If the dispute has not been resolved by non-binding means as provided herein within [90] days of the initiation of such procedure, this agreement does not preclude either party from initiating litigation [on [00] days written notice to the other party]; provided, however, that if one party has requested the other to participate in a non-binding procedure and the other has failed to participate, the requesting party may initiate litigation before expiration of the above period.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Equitable Relief. The parties acknowledge that if either party violates the specific obligations of this agreement, it could lead the other party to suffer irreparable harm, that is, harm for which monetary damages would be an inadequate remedy. Further, the parties acknowledge that if in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTED] the injured party was required to prove irreparable harm, the delay needed to prove irreparable harm could increase the harm the injured party would suffer. Therefore, parties intend that if either party violates the specific obligations of this agreement, then for the purposes of determining whether to grant equitable relief any court should assume that that violation would cause injured party irreparable harm.

Equitable Relief

Acknowledgment of Irreparable Harm. The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary damages.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.

Equitable Relief

Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][INCLUDE OTHER SPECIFIC OBLIGATIONS] would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach of the obligations listed in the paragraph directly above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that party to post any security.

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

No Admission of Liability. Neither party will consider, deem, or suggest that anything in this agreement constitutes the other party's admission of liability, wrongdoing, or violation of Law.

Acknowledgement of Contract Terms. [PARTY B] acknowledges that it

has read this agreement,

understands its terms,

has had the opportunity to consult[ and has consulted] with independent legal counsel, and

has signed this agreement voluntarily.

Advice of Counsel. [PARTY A] has advised [PARTY B] to review this agreement with an attorney of its choosing before signing this agreement, and [PARTY B] has had a reasonable period of time to do so.

Acknowledgement of Terms. Each party acknowledges that they

have read this agreement,

understand the terms of this agreement,

have had the opportunity to consult[ and has consulted] with independent legal counsel in connection with this agreement, and

have signed this agreement voluntarily.

1. Acknowledgement of Contract Terms. Before signing this agreement, the [PARTY B]

(a) has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

(b) has carefully read and fully understands all its terms,

(c) has been advised by the [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

(d) knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by the [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms.

Acknowledgement of Contract Terms. Before signing this agreement, [PARTY B]

has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

has carefully read and fully understands all its terms,

has been advised by [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms. 

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]