Notwithstanding the foregoing, no payments shall be made or benefits provided under this Agreement unless the Executive executes, and does not revoke, the Company’s standard written release, substantially in the form as attached hereto as Appendix A (the “Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company (other than entitlements under the terms of this Agreement or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued or become entitled to a benefit) or a termination thereof.  The Executive understands and agrees that he has twenty-one (21) days to consider the Release.  In the event that the Release is not executed and delivered to the Company on or before the twenty-second (22 nd ) day following delivery of the Release to the Executive, then no payments shall be made to the Executive under this Agreement, other than amounts to which he or she is entitled to receive as a matter of law or contract.