In consideration of and as an express condition precedent to Executive’s receipt of severance benefits subject to and in accordance with subparagraphs 8(b) and (d) and paragraph 9 of this Agreement, Executive agrees that, prior to his first receipt and acceptance of any such benefits, he shall have executed (and not revoked) an agreement in a form acceptable to the Company which releases and forever discharges the Company, its subsidiaries and affiliates, successors and assigns, predecessors and all of their respective officers, directors, employees and agents and employee benefits plans from all claims, demands, liabilities and causes of action arising out of facts or occurrences arising or occurring at any time up to and including the time of Executive’s termination or resignation, whether known or unknown, and the parties hereto contemplate that this release shall be broadly construed. Executive must execute and tender (without revocation) the release described in the immediately preceding sentence within forty-five (45) days (or such earlier date as determined by the Company, which shall not be less than twenty-one (21) days) of the termination of his employment in order to receive the severance benefits.