Severance Agreement

Severance Agreement

This Severance 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].)

Release and Benefits

[PARTY B] Shall Release [PARTY A]. [PARTY B] shall fully release [PARTY A] from all claims, debts, and causes of action they may have against [PARTY A] or [PARTY A]'s representatives, according to section [GENERAL RELEASE AND AGREEMENT NOT TO SUE].

[PARTY A] Shall Pay Benefits to [PARTY B]. [PARTY A] shall pay to [PARTY A] certain benefits, according to the reason for termination, according to section [SEVERANCE BENEFITS].

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.

Severance Benefits

After Termination for Any Reason. If [PARTY B]'s employment is terminated for any reason under section [TERMINATION], [PARTY A] shall pay [PARTY B]

unearned but unpaid Base Salary through the date of termination,

any annual incentive plan bonus, or other form of incentive compensation for which the performance measurement period has ended, but which is still unpaid at the date of termination,

any accrued but unpaid vacation and unused sick days, and 

unreimbursed business expenses incurred by [PARTY B] on behalf of [PARTY A].

After Termination Without Cause or for Good Reason. In addition to the benefits under paragraph [AFTER TERMINATION FOR ANY REASON], if [PARTY B]'s employment is terminated under paragraphs [PARTY A'S TERMINATION WITHOUT CAUSE] or [PARTY B'S TERMINATION FOR GOOD REASON], [PARTY A] shall continue to pay and provide to [PARTY B] the Severance Package (defined below) for the [CAUSE OR GOOD REASON SEVERANCE PERIOD MONTHS] month severance period following the date of termination, and according to [PARTY A]'s normal payroll practices.

After Termination for a Change in ControlIn addition to the benefits under paragraph [AFTER TERMINATION FOR ANY REASON], if during the two year period beginning one year before a Change in Control and ending one year after a Change in Control, [PARTY B]'s employment is terminated under paragraph [TERMINATION FOR CHANGE IN CONTROL], [PARTY A] shall continue to pay and provide to [PARTY B] the Severance Package for the [CHANGE IN CONTROL SEVERANCE PERIOD MONTHS] month severance period following the date of termination, and according to [PARTY A] normal payroll practices.

Severance Package. The "Severance Package" includes

payment [PARTY B]'s Base Salary over the applicable severance period,

continued coverage under [PARTY A]'s medical, dental, life, disability, and other employee benefit plans senior executives or [PARTY A] are allowed to participate in, to the extent [PARTY B] is eligible under the terms of those plans immediately before the date of termination, for the applicable severance period, if and until [PARTY B] begins receiving similar benefits from a new employer, and

permitting any awards [PARTY B] holds under any [PARTY A] stock option or incentive plan to continue to vest, and if applicable, permit [PARTY B] to exercise awards under those plans as if [PARTY B] was still employed with [PARTY A] over the applicable severance period.

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.

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue through the expiration or termination of [PARTY B]'s employment with [PARTY A], unless terminated earlier (the "Term").

At-Will Employment. The parties hereby acknowledge 

that [PARTY B]'s employment with [PARTY A] is and will continue to be "At-Will", as defined under applicable Law, under [PARTY B]'s employment agreement with [PARTY A] (the "Employment Agreement"), and

their mutual intent that nothing in [PARTY A]'s policies, actions, or this agreement should be construed to alter the "At-Will" nature of [PARTY B]'s employment.

Older Workers Benefit Protection Act

Compliance with Act. The parties hereby acknowledge their mutual intent that this agreement comply with and be enforceable under the terms of the Older Workers Benefit Protection Act of 1990.

[PARTY B]'s Acknowledgments[PARTY B] hereby acknowledges that before signing this agreement, [PARTY B]

has been given the opportunity, for no less than [21] Business Days, to consider the terms of this agreement,

has been given ample opportunity to consult with an attorney regarding this agreement,

has carefully read and fully understands all of the terms of this agreement,

knowingly and voluntarily agrees to all of the terms of this agreement, and

is not waiving rights or claims under the Age Discrimination in Employment Act of 1967 which may arise after the execution of the Agreement.

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

Effect of 280G and Parachute Payments. 

Reduction For Compliance. In the event that the benefits provided for in this agreement or otherwise payable to [PARTY B] constitute "parachute payments" within the meaning of Section 280G of the Code and but for this section [EFFECT OF 280G AND PARACHUTE PAYMENTS] would be subject to the excise tax imposed by Section 4999 of the Code, then [PARTY A] shall pay to [PARTY B]'s either

[PARTY B]'s benefits delivered in full, or

[PARTY B]'s benefits delivered as to such lesser extent which would result in no portion of such benefits being subject to excise Tax under Section 4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable Federal, state and local income Taxes and the excise Tax imposed by Section 4999, results in the greatest amount of benefits paid to [PARTY B], on an after-Tax basis and notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code.

Process for Reduction

Reduce Non-Cash Amounts First. If a reduction in amounts to be paid must be made, any non-cash amounts will be reduced prior to the reduction of any cash amounts.

Determination by Independent Accountants. Unless the parties agree otherwise in writing, any determination required under this section [EFFECT OF 280G AND PARACHUTE PAYMENTS] will be made in writing by a well-recognized independent public accounting firm chosen by [PARTY A], whose determination will be conclusive and binding on the parties for all purposes.

Calculations by Independent Accountants. For purposes of making the calculations required by this section [EFFECT OF 280G AND PARACHUTE PAYMENTS], the independent accountants may make reasonable assumptions and approximations concerning applicable Taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Parties' Cooperation. The parties will furnish to the independent accountants such information and documents as the independent accountants may reasonably request in order to make a determination under this section [EFFECT OF 280G AND PARACHUTE PAYMENTS].

[PARTY A] Bears Costs[PARTY A] shall pay all costs the independent accountants may reasonably incur in connection with any calculations contemplated by this section [EFFECT OF 280G AND PARACHUTE PAYMENTS]. 

Provisions Relating To Parachute Payments. If payments and benefits to or for the benefit of [PARTY B], whether under this agreement or otherwise, would result in total Parachute Payments (as defined in Section 280G(b)(2) of the Code) equal to or greater in value than 100% of the Parachute Payment Limit (understood as three times the base amount, as defined in Section 280G(b)(2) of the Code), [PARTY B] may elect to reduce the amount payable under section [SEVERANCE BENEFITS] so that the value of all Parachute Payments to [PARTY B], whether or not made under this agreement, would equal the Parachute Payment Limit minus $1.00.

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 of 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.

Unsecured Obligation

Rights Unfunded. [PARTY A] will not be required to

segregate any of its assets for payments it owes [PARTY B] under this agreement, or

otherwise fund [PARTY B]'s rights under this agreement.

Unsecured Creditor. [PARTY B] will 

have only the rights of a general unsecured creditor of [PARTY A], and

not have any interest in or rights against any of [PARTY A]'s specific assets.

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.

Confidentiality

Confidentiality Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), [PARTY B] shall hold in confidence all Confidential Information [PARTY A] discloses to it under this agreement.

Use Solely for Purpose. [PARTY B] may only use 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 Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), each party (as a receiving party) shall hold in confidence all Confidential Information the other party (as a disclosing party) discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use 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], a copy of which is attached as [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 Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), each party (as a receiving party) shall hold in confidence all Confidential Information the other party (as a disclosing party) discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use 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 Obligations. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), [PARTY B] shall hold in confidence all Confidential Information [PARTY A] discloses to it under this agreement.

Use Solely for Purpose. [PARTY B] may only use 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.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent set out in [CONDITIONS ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if 

any of the conditions to [PARTY B]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY A]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY A] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY A] May Terminate for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination

Termination Because of Material Breach. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination for Change of Control. Either party may terminate this agreement with immediate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination by [PARTY B]

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY B] May Terminate for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY B] may terminate this agreement with immediate effect, by giving notice to [PARTY A], in the event of a Change of Control of [PARTY A].

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if 

any of the conditions to [PARTY A]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY B]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY B] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

No Duty to Mitigate

No Obligation to Seek Other Employment[PARTY B] will not be obligated to seek other employment or take any other action to mitigate the amounts [PARTY A] owes him or her under any of the provisions of this agreement.

No Reduction in Amount Owed. [PARTY A]'s obligations to pay [PARTY B] will not be reduced, whether or not [PARTY B] obtains other valuable employment. 

Arbitration

Informal Dispute Resolution. The parties shall cooperate to attempt to informally resolve any dispute arising out of this agreement before submitting the dispute to arbitration.

Arbitration Proceedings. Subject to the exceptions in the section, if the parties cannot resolve the dispute informally, the parties shall resolve any dispute arising out of this agreement, except for disputes involving claims for injunctive or other equitable relief, by binding arbitration by

the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, 

a panel of three arbitrators, one appointed by each party, and the third appointed by the first two arbitrators.

Failure to Appoint Arbitrators. The parties shall request the AAA to appoint one or more of the arbitrators, as applicable, if

within [20] Business Days of either party requesting arbitration, the other party fails to appoint an arbitrator, or

within [20] Business Days of the appointment of the second arbitrator, the first two arbitrators cannot agree on the appointment of a third arbitrator.

Arbitration Location. The parties shall submit their dispute to arbitration in the county in which [PARTY B] resides, unless the parties agree otherwise in writing.

Arbitration Fees

[PARTY A] Pays Reasonable Fees[PARTY A] shall pay [PARTY B]'s reasonable filing, administrative, and arbitrator fees, up to $75,000, and only if [PARTY B]'s claim in non-frivolous according to the standards listed in Federal Rule of Civil Procedure 11(b).

Mutually Responsible for Additional Fees. After the $75,000 [PARTY A] is obligated to pay under paragraph [PARTY A PAYS REASONABLE FEES], each party shall be responsible for paying any AAA filing, administrative, and arbitrator fees, according to AAA rules,

Arbitration Award

Included in the Award. The arbitration award will include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses.

Entered in Any Competent Court. Any judgment on the award the arbitrator renders may be entered in any court of competent jurisdiction.

Injunctive Relief. Notwithstanding anything in this section, either party may seek injunctive or other equitable relief from the courts for matters related to the confidentiality and non-disclosure obligations under sections [CONFIDENTIALITY OBLIGATIONS] and [NON-DISCLOSURE OF AGREEMENT].

Class Actions. The parties' shall bring any claims in their individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

Litigation and Regulatory Cooperation

Cooperation Obligations. During and after the Term, [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.

Employment Transition CooperationFollowing any expiration or termination of [PARTY B]'s employment with [PARTY A], on [PARTY A]'s reasonable request [PARTY B] shall cooperate with [PARTY A] to 

transition [PARTY B]'s responsibilities, and

ensure that [PARTY A] is aware of all matters that were or are being handled by [PARTY B].

[PARTY B]'s Cooperation

[PARTY B]'s Duty to Assist in Matters and Litigation. Subject to paragraphs [MINIMIZE DISRUPTION] and [COMPENSATION] directly below, after the termination of this agreement for any reason, on reasonable notice from [PARTY A], [PARTY B] shall cooperate with [PARTY A] in connection with matters arising out of [PARTY B]'s employment under this agreement, including cooperating and furnishing relevant documents in connection with any legal or quasi-legal proceeding, external or internal investigation, involving [PARTY A] or its Affiliates.

[PARTY B]'s Testimony Regarding [PARTY A][PARTY B] will not voluntarily testify in any lawsuit or other proceeding directly or indirectly involving [PARTY A], or its Affiliates, or any lawsuit or other proceeding which may create the impression that [PARTY A] endorsed or approved its testimony, unless

[PARTY A] approves in writing (including approval of the general nature of its testimony) or,

[PARTY B] is subpoenaed to testify, or otherwise compelled to testify by a court of competent jurisdiction.

[PARTY A]'s Obligations in Cooperation. In connection with any request for cooperation under paragraph [PARTY B's DUTY TO ASSIT] directly above, [PARTY A] shall

use reasonable efforts to minimize disruption of [PARTY B]'s other activities, and

reimburse [PARTY B] for reasonable expenses incurred in connection with his or her cooperation, including, to the extent [PARTY B] is required to spend substantial time on such matters, compensating [PARTY B] at an hourly rate based on his or her Base Salary as of the date this agreement ended. 

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.

"Base Salary" means [PARTY B]'s annual base salary under the Employment Agreement, effective as of the date immediately before the date of termination.

"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.

A "Change in Control" will be deemed to occur on the earliest of

(a) any Person becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of [PARTY A] representing more than 50% of the total voting power represented by [PARTY A]'s then-outstanding voting securities,

(b) the consummation of [PARTY A]'s sale or disposition of all or substantially all of its assets,

(c) the consummation of a merger or consolidation of [PARTY A] with or into any other entity, other than a merger or consolidation which would result in the voting securities of [PARTY A] outstanding immediately prior to the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the total voting power represented by [PARTY A]'s voting securities, such surviving entity, or its parent outstanding immediately after the merger or consolidation,

(d) if Persons who are members of [PARTY A]'s Board at the time [PARTY B]'s employment with [PARTY A] began cease for any reason to constitute at least a majority of the members of the board over a 12 month period; provided, however, that if the appointment or election (or nomination for election) of any new board member was approved or recommended by a majority vote of the members of [PARTY A]'s Board  in position at the time [PARTY B]'s employment with [PARTY A] began then still in office, such new board member will, for purposes of this agreement, be considered as a member of [PARTY A]'s board of directors at the time [PARTY B]'s employment with [PARTY A] began, but not

(e) if the event or transaction's sole purpose is to change the state of [PARTY A]'s  incorporation or to create a holding company that will be owned in substantially the same proportions by the Persons who held [PARTY A]'s securities immediately before such event or transaction.

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

"Employment Agreement" is defined in section [AT-WILL EMPLOYMENT], and is attached as [ATTACHMENT].

"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.

"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.

"Severance Package" is defined in section [SEVERANCE BENEFITS].

"Subsidiaries" means any legal entity

(a) that 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.

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.

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.

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

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 in 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 /plan] or any of their rights or obligations under this [agreement /plan] without the other party's written consent.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. The parties shall give all notices and communications between the parties 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 / plan] 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. 

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

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.

Waiver of Jury Trial. Each party hereby irrevocably waives its rights to trial by jury in any Action or proceeding arising out of this agreement or the transactions relating to its subject matter.

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].

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 it

has read this agreement,

understands the terms of this agreement,

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

has 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. 

No Right To Employment

No Pursuit of Employment with [PARTY A][PARTY B] will not to apply for employment, or seek reinstatement, with [PARTY A].

No Obligation[PARTY B] hereby acknowledges that

[PARTY A] has no obligation to hire or rehire [PARTY B] at any time in the future, and

this agreement is a lawful and non-discriminatory basis on which [PARTY A] may refuse to hire or rehire [PARTY B]

Release and Waiver[PARTY B] hereby irrevocably releases, waives, and relinquishes any right or claim to be hired by, or to reinstatement with, [PARTY A]

No Reliance. Each party hereby acknowledges that in executing this agreement it is not relying on and has not relied on any representation or statement by the other party or the other party's Representatives, other than statements contained in this agreement.

ERISA Plan. The parties hereby acknowledge their mutual intent that this [agreement / plan] is intended to be

an employee welfare plan as defined in Section 3(1) of ERISA, and

a "top-hat" plan maintained for the benefit of a select group of management or highly compensated employees of [PARTY A].

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]