In consideration of the Company’s payment to Executive of $250,000 (representing a portion of Executive’s severance payments payable under Section 2(a) of this Agreement and not, for the avoidance of doubt, an additional payment), less all applicable state and federal tax withholdings and other lawful deductions (the “ ADEA Consideration ”) payable in accordance with Section 2(a), Executive hereby agrees that she shall sign and return to the Company the ADEA release attached hereto as Exhibit B (the “ ADEA Release ”) in accordance with its terms within thirty (30) days following the Separation Date.  Executive acknowledges and agrees that the effectiveness of the ADEA Release shall have no effect on the effectiveness of this Agreement and that this Agreement shall be in full force and effect and binding upon the Parties upon and from its date of execution.  Executive acknowledges and agrees that she would not otherwise be entitled to receive the ADEA Consideration in the absence of Executive’s execution (and non-revocation) of the ADEA Release.