The right of Executive to receive or to retain Severance Benefits pursuant to Section 9.2 or Section 9.3 shall be in consideration for, and subject to, (a) execution of and delivery to the Company of a Separation Agreement and General Release of claims substantially in the form attached as Exhibit A to this Agreement, amended as necessary to comply with applicable law (the “ Release ”) and lapse of the period for revocation, if any, of the Release without the Release having been revoked no later than 60 days after the Termination Date, and (b) Executive’s continued compliance with the Covenants (as defined in Sections 12, 13 and 14 of this Agreement). The right of Executive’s estate or designated beneficiaries to receive or to retain Severance Benefits pursuant to Section 9.4 shall be in consideration for, and subject to execution and deliver to the Company of the Release. The Release will not include a waiver of (i) Executive’s existing rights of indemnification or Directors and Officers liability insurance coverage, (ii) Executive’s existing rights under any outstanding equity awards, (iii) Executive’s rights as a stockholder in the Company or (iv) claims for accrued vested benefits under any employee benefit plan or pension plan. In the event that Executive breaches any of the Covenants, the Company shall have the right to (1) terminate any further provision of Severance Benefits not yet paid or provided, (2) recover from Executive all shares of stock of the Company the vesting of which, or the option to purchase, was accelerated by reason of the Severance Benefits (or the proceeds therefrom, reduced by any exercise or purchase price paid to acquire such shares), and (3) to immediately cancel all Equity Awards the vesting of which was accelerated by reason of the Severance Benefits.