Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payments or provide any benefit under Section 2.1 hereof, unless the Covered Employee executes a valid and binding release in the form established by the Company that becomes effective no later than the 60 th day following a Covered Employee’s Termination without Cause (the “Release”). The Release shall include, among other provisions, a release of claims against the Company, its shareholders, partners, officers, directors, employees, attorneys, and agents from any and all claims and from any and all causes of action of any kind or character, including but not limited to all claims or causes of action arising out of such Covered Employee’s employment with the Company or the termination of such employment, and the performance of the Company’s obligations hereunder and an acknowledgement that the receipt of the benefits provided hereunder by such Covered Employee shall constitute full settlement of all such claims and causes of action. For the avoidance of doubt, if the Release does not become effective by the 60 th day following a Covered Employee’s Termination without Cause, no payments or benefits will be due the Covered Employee under this Plan.