In consideration of, subject to and conditioned on (a) Executive’s execution of this Agreement and compliance with its terms and conditions, and (b) Executive’s execution on or within twenty-one (21) days following the Effective Date and non-revocation thereof of the Waiver and Release of Claims set forth in Exhibit A (the “ Release ”, and the first date on which the Release is executed and delivered with all periods for revocation thereof expired the “ Release Effective Date ”), Executive will be entitled to receive the severance benefits described in this paragraph 3 and paragraph 4 (subject to the terms and conditions set forth in this Agreement).