Employee’s employment with the Company will end on and Employee shall tender his resignation as a director of the Company effective as of the Separation Date, and the Company and Employee agree that such date will be the date of Employee’s “separation from service” with the Company for purposes of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”). This Agreement shall be effective as provided in the following acknowledgements. Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act (“ADEA”). Employee also acknowledges that the consideration given for the waiver and release contained in this Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that Employee has been advised by this writing, as required by the Older Workers’ Benefit Protection Act, that: (i) Employee’s waiver and release does not apply to any rights or claims that may arise after the Effective Date (defined below); (ii) Employee should consult with an attorney prior to executing this Agreement; (iii) Employee has at least twenty-one (21) days to consider this Agreement (although Employee may by Employee’s own choice execute this Agreement earlier); (iv) Employee has seven (7) days following the execution of this Agreement by the Parties to revoke the Agreement; and (v) this Agreement shall not be effective until the date upon which the revocation period has expired (“Effective Date”). Employee may revoke this Agreement only by giving the Company written notice of Employee’s revocation of this Agreement, to Sophia Tawil, the Company’s Senior Vice President, General Counsel, and Corporate Secretary, to be received by the Company by the close of business on the seventh (7th) day following Employee’s execution of this Agreement.