Release agreement clause samples

If Executive breaches any of Executive’s promises or obligations contained in the Letter Agreement or this Release Agreement, then the Company has the right to immediately stop making the payments described in the Letter Agreement and to seek repayment of payments already made pursuant to the Letter Agreement (except to the extent, if any, prohibited by applicable law). If the Company exercises its rights under this Section8 to stop making the payments described in the Letter Agreement, then Executive will continue to be obligated to comply with all Executive’s promises and obligations contained in the Letter Agreement and in this Release Agreement. Additionally, if the Company exercises its rights under this Section8 to stop making the payments described in the Letter Agreement, then the Company will also have the right to pursue all additional rights it has against Executive pursuant to the Letter Agreement or this Release Agreement, as well as any and all other legal rights it may have against Executive for breaching any of Executive’s promises or obligations in the Letter Agreement or this Release Agreement.

Executive acknowledges that Executive has been provided with a period of 45days in which to consider whether or not to enter into this Release Agreement. Executive further acknowledges that Executive has been advised of Executive’s right to revoke this Release Agreement during the seven-day period following execution of this Release Agreement (the “Revocation Period”). To revoke, Executive must give the Company written notice of Executive’s revocation within the Revocation Period. Any revocation must state “I hereby revoke my acceptance of my Release Agreement.” The revocation must be personally delivered or mailed to the Company representative noted in Section17 and received by such Company representative prior to the expiration of the Revocation Period. If the last day of the Revocation Period is a Saturday, Sunday, or legal holiday in Connecticut, then the Revocation Period shall not expire until the next following day that is not a Saturday, Sunday, or legal holiday. This Release Agreement shall not become effective or enforceable, and the consideration described in the Letter Agreement shall not be payable, until the Revocation Period has expired without such revocation having been given.

This Release Agreement contains the entire agreement between the parties concerning the subject matter of this Release Agreement and supersedes all prior negotiations, agreements, or understandings between the parties, except that any obligations of Executive to the Company under the Letter Agreement shall survive the execution of this Release Agreement and continue in full force and effect. No promises or oral or written statements have been made to Executive other than those in the Letter Agreement and this Release Agreement. If any portion of this Release Agreement is found to be unenforceable, all other portions that can be separated from it, or appropriately limited in scope, shall remain fully valid and enforceable. Executive agrees that the Company is entitled to cease severance payments and any other benefit set forth in this Release Agreement, and recover its prior payment of the same if an arbitrator or court of competent jurisdiction determines that any portion of the release contained in this Release Agreement is unenforceable.

To induce the Company to provide Executive the consideration recited in this Release Agreement, Executive voluntarily executes this Release Agreement, acknowledges that the only consideration for executing this Release Agreement is that recited in this Release Agreement, and that no other promise, inducement, threat, agreement, or understanding of any kind has been made by anyone to cause Executive to execute this Release Agreement. Executive acknowledges and agrees that the consideration recited in this Release Agreement is more than the Company is required to deliver under its policies and procedures, and that any additional consideration is delivered in consideration for Executive signing this Release Agreement.

Executive further acknowledges that Executive has had 45days to consider this Release Agreement. If Executive signs this Release Agreement prior to the expiration of the 45days, Executive agrees that Executive does so voluntarily and of Executive’s own free will.

Company’s promises and obligations contained in the Letter Agreement and in the Release Agreement. In such case, Executive shall have the right to pursue any legal rights she may have against the Company for the known breach, and shall otherwise continue to be obligated to comply with Executive’s promises and obligations contained in the Letter Agreement and in this Release Agreement.

The foregoing release does not waive rights or claims that may arise after the date this Release Agreement is executed.Mr. Rutherford agrees that he will neither seek nor accept, from any source whatsoever, any further benefit, payment, or other consideration relating to any rights or claims that have been released in this Release Agreement.Notwithstanding the foregoing, Mr. Rutherford will not give up his right to any benefits to which he is entitled under any Ferro retirement plan that is intended to be qualified under Section 401(a) of the Code, his rights, if any, under COBRA, or any monetary award offered by the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934.

C.Mr. Rutherford has been given twenty-one (21) calendar days to consider the effect of this Release Agreement, including the release contained above, before signing this Release Agreement.By signing below, Mr. Rutherford expressly acknowledges that he has been afforded the opportunity to take twenty-one (21) calendar days to consider this Release Agreement and that his execution of this document is with full knowledge of the consequences thereof and is of his own free will.Notwithstanding the foregoing, in no event may Mr. Rutherford execute this Release Agreement prior to the Termination Date.

Nothing in this Release Agreement is intended to limit or impair in any way Employee’s right to file a charge with the U.S. Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (NLRB), or any similar, federal, state or local agencies, or Employee’s right to participate in any such charge filed with such agencies and to recover any appropriate relief in any such action. However, Employee waives any right to any personal recovery in any action or proceeding that may be commenced on Employee’s behalf in any way arising out of or relating to the matters released in this Release Agreement. This Release Agreement shall not preclude Employee from bringing a charge or suit to challenge the validity or enforceability of this Release Agreement under the Age Discrimination in employment Act (29 U.S.C. §620, et seq.) as amended by the Older Workers Benefit Protection Act.

7.Periods for Considering and Revoking Agreement.Employee acknowledges that she has been given at least 21 days to consider this Release Agreement. Employee agrees that, if Employee signs this Release Agreement before the end of the above 21-day period, Employee’s signature is intended to waive Employee’s right to consider the Release Agreement for 21 days. If Employee fails to sign this Release Agreement within the 21-day review period described above, this Release Agreement is withdrawn. The parties agree that Employee may revoke this Release Agreement at any time within seven (7) days after signing the Release Agreement by written notice, delivered by certified mail, to the below address. The parties acknowledge and agree that this Release Agreement is not effective or enforceable until it is returned to Employer and the 7-day revocation period has expired (“Effective Date”). Notice of revocation must be delivered in writing to Employer no later than the seventh day of the revocation period to: Christopher Miner, Senior Vice President & General Counsel, 4646 E. Van Buren, Suite 400, Phoenix, Arizona, 85008.

Other than those obligations specifically outlined in this Paragraph, there are no understandings, representations, or agreements other than those set forth in this Release Agreement.No provision of this Release Agreement shall be amended, waived or modified except in writing, signed by the Parties.

Employee acknowledges that the payments and benefits described in clauses (i), (ii) and (iii) above are in excess of any earned wages or benefits due and owing Employee, and would not be paid or provided unless Employee executed this Release Agreement.Employee further acknowledges and agrees that such payments and benefits are adequate and independent consideration for Employee executing this Release Agreement and releasing any and all claims against the Company.

4.Covenant Not To Sue.Employee represents that he has not filed any action, charge, suit or claim against any Released Party with any federal, state or local agency or court relating to any Released Claim.Employee covenants and agrees that he will not pursue or allege any claim, matter or cause of action in violation of, and/or released under, this Release Agreement.Employee further agrees that should any claims, charges, complaints, suits or other actions be filed hereafter on his behalf by any federal, state or local agency or by any other person or entity with respect to a Released Claim, he will immediately withdraw with prejudice, or cause to be withdrawn with prejudice, and/or dismiss with prejudice, or cause to be dismissed with prejudice, any such claims, charges, complaints, suits or other actions filed against any of the Released Parties.Employee further agrees that, to the fullest extent permitted by law, Employee shall receive no relief of any type (monetary, equitable or otherwise) with respect to, relating to and/or on account of any such claims, matters or actions. Employee agrees to opt out of any class action or collective action filed against any of the Released Parties to the extent related to a Released Claim.

17.Severability.(a)If any portion of this Release Agreement is ruled unenforceable, all remaining portions of this Release Agreement shall remain valid and shall not affect the validity of the releases in this Release Agreement.Furthermore, an award of any damages for breach of this Release Agreement will not affect the validity of the releases in this Release Agreement.

18.No Reliance; No Waiver.Employee represents that he is not relying on any representation, statement or promise of the Company or any other party in giving this Release Agreement.This Release Agreement may not be amended, modified, waived or terminated except in a writing signed by Employee and an authorized representative of the Company.

EMPLOYEE WITHOUT ANY DURESS OR COERCION FREELY, KNOWINGLY AND VOLUNTARILY ENTERS INTO AND GIVES THIS RELEASE AGREEMENT.EMPLOYEE UNDERSTANDS AND AGREES WITH ALL OF THE PROVISIONS AND THE TERMS STATED IN THIS RELEASE AGREEMENT AND HAS BEEN AFFORDED SUFFICIENT AND REASONABLE TIME TO CONSIDER WHETHER TO ENTER INTO THIS RELEASE AGREEMENT.EMPLOYEE HAD ADEQUATE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF EMPLOYEE’S CHOOSING PRIOR TO EXECUTING THIS RELEASE AGREEMENT WHICH CONTAINS A RELEASE AND WAIVER.THIS RELEASE AGREEMENT SHALL BE IMMEDIATELY EFFECTIVE AND IRREVOCABLE UPON EXECUTION BY EMPLOYEE AND THE COMPANY.

You have 21 days from today in which to consider this Release Agreement (“Review Period”). You are advised that you have the right to consult an attorney regarding this Release Agreement. Once you sign this Release Agreement, return it to Amanda Frink, AcelRx Pharmaceuticals, Inc., 351 Galveston Drive, Redwood City, California 94063. You may sign this Release Agreement any time after your Separation Date and before the expiration of the Review Period, but should you do so, you waive any time remaining of the Review Period. The Release Agreement shall become effective upon the expiration of the Revocation Period set forth in Paragraph 4. If you submit your signed Release Agreement by mail, your mailing envelope must be postmarked not later than the submission deadline.

(b)Notwithstanding anything in this Release Agreement to the contrary, nothing in this Release Agreement prohibits the Employee from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving other disclosures to a governmental or regulatory entity in each case without receiving prior authorization from or having to disclose any such conduct to the Company, or from responding if properly subpoenaed or otherwise required to do so under applicable law. Nothing in this Release Agreement shall be construed to affect the Equal Employment Opportunity Commission’s (“Commission”), the National Labor Relations Board’s, the Occupational Safety and Health Administration’s, the Securities and Exchange Commission’s, or any federal, state, or local governmental agency or commission’s (“Governmental Agencies”) or any state agency’s independent right and responsibility to enforce the law, nor does this Release Agreement affect your right to file a charge or participate in an investigation or proceeding conducted by either the Commission or any such Governmental Agency, although this Release Agreement does bar any claim that you might have to receive monetary damages in connection with any Commission or Governmental Agency proceeding concerning matters covered by this Release Agreement. This Agreement does not limit Employee’s right to receive an award for information provided to any Governmental Agencies, including under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”).

By signing the Release Agreement, you acknowledge receipt of all compensation due to you, including overtime, accrued and unused vacation, commissions, bonuses and expense reimbursements, and that no additional compensation of any nature is due to you as of the end of the Review Period except on the terms and conditions set forth in this Release Agreement. You affirm that you have no known workplace injuries or occupational diseases which would be compensable under the workers’ compensation laws of any state, and that you have been provided and/or have not been denied or retaliated against for requesting or taking any leave under any leave laws including but not limited to the Family and Medical Leave Act, the California Family Rights Act, and any other similar state or local laws providing for leave.

7. Acknowledgements. Director hereby acknowledges (a) that he has carefully read and fully understands the provisions of this Agreement and the Release Agreement; (b) that he has had the opportunity to fully discuss them with counsel; and (c) that he intends to be legally bound hereby and thereby. Director affirms that the terms stated in this Agreement and the Release Agreement are the only consideration for executing this Agreement and the Release Agreement and that no other representations, promises, or agreements of any kind have been made by any person or entity to cause him to sign this Agreement or the Release Agreement. Director further acknowledges that he is signing this Agreement and the Release Agreement voluntarily and without coercion because he believes they are fair and reasonable and for no other reason.

9.Breach or Default. Nothing in this Release Agreement will be construed so as to impair any legal or equitable right of any party hereto to enforce any of the terms of this Release Agreement by any means, including, without limitation, an action for damages or a suit to obtain specific performance of any or all of the terms of this Release Agreement. In the event of such an action, the prevailing party shall be entitled to all costs of the action, including reasonable attorney’s costs and fees, in addition to any other relief to which such party may be entitled. Any equitable relief obtained hereunder shall not be the exclusive remedy of either, but shall be in addition to any other remedies available at law.

12. Entire Agreement. This Release Agreement constitutes the entire agreement between the parties related in any way to the payment in full of the owed amounts, and supersedes all prior negotiations and agreements, whether written or oral, relating to this Release Agreement. This Release Agreement may not be altered, amended, modified or otherwise changed in any respect except by an instrument in writing and duly executed by authorized representatives of each of the parties hereto.

14.Effective Date of Release Agreement. This Release Agreement becomes effective on the eighth (8th) day after Executive signs and returns it to the Company, provided Executive has not revoked this Release Agreement pursuant to Section 13. After Executive signs and dates the Release Agreement, Executive must return the Release Agreement to the Company representative noted in Section 17 below.

7.1.Release Agreement. As a condition to receiving the Severance Benefits under this Amended and Restated Plan, each Eligible Employee will be required to sign and not revoke a separation and release of claims agreement substantially in the form attached hereto as Exhibit A (the “Release”), with such changes as may be required by applicable law. In all cases, the Release must become effective and irrevocable no later than the sixtieth (60th) day following the Eligible Employee’s Involuntary Termination (the “Release Deadline Date”). If the Release does not become effective and irrevocable by the Release Deadline Date, the Eligible Employee will forfeit any right to the Severance Benefits. In no event will the Severance Benefits be paid or provided until the Release becomes effective and irrevocable.

7. CONSIDERATION AND REVOCATION PERIOD. Employee is advised to review this Release Agreement with Employee’s attorney before executing and delivering it to Juno. Following delivery of this Release Agreement, Employee has [21/45] days to review and consider this Release Agreement, after which time the offer of this Release Agreement will expire and may no longer be accepted. Employee may accept this Release Agreement before the expiration of the [21/45]-day consideration period and, if Employee does so, by Employee’s signature, Employee expressly acknowledges that Employee has knowingly and voluntarily chosen to sign this Release Agreement before the expiration of the [21/45]-day consideration period. If the [21/45]-day consideration period expires before the Separation Date, Employee cannot sign this Release Agreement until the day immediately following the Separation Date and the offer of this Release Agreement will not expire before that day. To accept, Employee must execute and deliver the Release Agreement to Juno’s Senior Vice President of People, [Robin Andrulevich], either by hand delivery to [Ms.Andrulevich] or certified U.S. Mail to ATTN: [ROBIN ANDRULEVICH], JUNO THERAPEUTICS, INC., 400 DEXTER AVE N, SEATTLE, WA 98109, or by email to [ROBIN.ANDRULEVICH@JUNOTHERAPEUTICS.COM] with the signed original to follow immediately via certified or regular U.S. Mail. Employee has a period of seven calendar days after delivering the executed Release Agreement to Juno to revoke acceptance of the Release Agreement. To revoke, Employee must deliver a notice revoking Employee’s acceptance in writing to Juno’s Senior Vice President of People, in the same manner described above, before the revocation period has expired. This Release Agreement will become effective upon the eighth day after delivery of this executed Release Agreement by Employee to Juno, provided that Employee has not revoked (“Effective Date”).

10. SEVERABILITY. Section4 of this Release Agreement is integral to its purpose and may not be severed from this Release Agreement. If any other provision of this Release Agreement or compliance by any of the parties with any other provision of this Release Agreement is found to be unlawful or unenforceable, such provision will be deemed narrowed to the extent required to make it lawful and enforceable. If such modification is not possible, such provision will be severed from the Release Agreement and the remaining provisions will remain fully valid and enforceable to the maximum extent consistent with applicable law. To the extent any terms of this Release Agreement are put into question, all terms will be interpreted in a manner that would make them consistent with current law.

Time to Consider, Right of Revocation.Executive understands and acknowledges that she has twenty-one (21) calendar days to review and consider the provisions of this Release Agreement, and agrees that any modifications, material or immaterial, made to this Release Agreement do not restart the running of the twenty-one (21) day period.Executive further understands that she has seven (7) calendar days following her execution of this Release Agreement to revoke her acceptance of this Release Agreement (the “Revocation Period”) and that this Release Agreement shall not become effective or enforceable until the Revocation Period has expired.Revocation of this Release Agreement must be made by delivering a written notice of revocation to Lois-Lee Haratsis, Sr. Manager, Employment Compliance.For this revocation to be effective, written notice must be received by Lois-Lee Haratsis, Sr. Manager, Employment Compliance no later than the close of business on the seventh day after Executive signs this Release Agreement.Executive understands and acknowledges that no monies will be paid to her pursuant to Section 2 of this Release Agreement until the Revocation Period has expired.

(b)Employee agrees that he will not bring a lawsuit against Employer and Released Parties asserting any of the claims released in this Release Agreement. Employee acknowledges and agrees that this Release Agreement may be pled as a complete bar to any action or suit before any court or adjudicative body with respect to any complaint or claim arising under any federal, state, local or other law relating to any possible claim that existed or may have existed as a result of Employee’s employment or termination with Employer.

any statement in the preceding sentence is incorrect (for example, but not limited to, if Employee is a Medicare beneficiary, etc.), the following sentences (i.e., the remaining sentences of this paragraph) apply.Employee affirms, covenants, and warrants he has made no claim for illness or injury against, nor is he aware of any facts supporting any claim against, the released parties under which the released parties could be liable for medical expenses incurred by the Employee before or after the execution of this Release Agreement. Furthermore, Employee is aware of no medical expenses which Medicare has paid and for which the released parties are or could be liable now or in the future. Employee agrees and affirms that, to the best of his knowledge, no liens of any governmental entities, including those for Medicare conditional payments, exist. Employee will indemnify, defend, and hold the released parties harmless from Medicare claims, liens, damages, conditional payments, and rights to payment, if any, including attorneys' fees, and Employee further agrees to waive any and all future private causes of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A) et seq.

Delivery of Non-Competition and Release Agreement. The payment of Severance Benefits is conditioned on the Executive’s timely execution of the Non-Competition and Release Agreement. The Company will deliver the Non-Competition and Release Agreement when it provides a Notice of Termination to the Executive or promptly following the Company’s receipt of a Notice of Termination from the Executive. The Non-Competition and Release Agreement shall be deemed effective upon the expiration of the required waiting periods under applicable state and/or federal laws as more specifically described therein.

Executive’s employment with Company is ending.Executive is a participant in the Weyerhaeuser Company Executive Change in Control Agreement (“CIC Agreement”) and is eligible for Severance Benefits under the CIC Agreement on condition Executive executes a non-competition and release agreement.This Release Agreement sets forth the terms of Executive’s severance from Company.

Executive has forty-five (45) days from the Date of this Agreement (the “Review Period”) within which to decide whether to sign this Release Agreement.If Executive signs this Release Agreement, Executive may revoke this Release Agreement if, within seven (7) days after signing (the “Revocation Period”), Executive delivers notice in writing to an Executive Compensation Manager of Company.

All of the parties’ agreements, covenants, representations, and warranties, express or implied, oral or written, concerning the subject matter of this Release Agreement are contained in this Release Agreement.All prior and contemporaneous conversations, negotiations, agreements, representations, covenants, and warranties concerning the subject matter of this Release Agreement are merged into this Release Agreement.This is an integrated agreement.

Executive agrees that each provision in this Release Agreement will be treated as a separate and independent clause, and the enforceability of any one clause will in no way impair the enforceability of any of the other clauses in this Release Agreement.Moreover, if one or more of the provisions contained in this Release Agreement, whether for the benefit of Executive or Company, are for any reason held to be excessively broad as to scope, activity, or subject so as to be unenforceable at law, such provision or provisions will be construed by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it then appears.

10. Remedies. You agree that a breach of any of the covenants contained in this Agreement or the Release Agreement will result in material and irreparable injury to the Company for which there is no adequate remedy at law, that it may not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining you from engaging in activities prohibited by the covenants contained in this Agreement or the Release Agreement or such other relief as may be required specifically to enforce any of the covenants contained in this Agreement or the Release Agreement. In the event of any breach by you of any provision of Section6, 7, 8 or 9 of the Agreement or the Release Agreement, in addition to any other remedy available to the Company, the Company (i)shall cease to have any obligation to continue to make payments or provide benefits to you under this Agreement, (ii)may recoup any of the compensation paid under Section2 hereunder, including, without limitation, equity compensation and option profit and (iii)you shall be responsible for the reasonable attorneys’ fees and costs related to the Company’s enforcement of such provisions.

(e) Voluntary Assent. You affirm that you have read this Agreement and the Release Agreement, and understand all of the terms, including the full and final release of claims set forth in the Release Agreement. You further acknowledge that you have voluntarily entered into this Agreement and the Release Agreement; that you have not relied upon any representation or statement, written or oral, not set forth in this Agreement or the Release Agreement; that the only consideration for signing this Agreement and the Release Agreement is as set forth herein; and that this document gives you the opportunity and encourages you to have this Agreement and the Release Agreement reviewed by your attorney and/or tax advisor.

(c) Revocation. You may revoke this Release Agreement within seven (7)days after the date on which you sign this Release Agreement. You understand that this Release Agreement is not binding or enforceable until such seven (7)day period has expired. Any such revocation must be made in a signed letter executed by you and received by the Company at its headquarters no later than 5:00 p.m., New York time, on the seventh day after you have executed this Release Agreement. You understand that if you revoke this Release Agreement, you will not be entitled to any severance benefits (to the extent not already paid or provided) under your employment agreement with the Company.

If you provide a written, unqualified opinion from your tax advisor to the Company stating that you are a non-resident alien not subject to 409A at the time of your termination of employment, or that 409A otherwise does not apply to you at that time, unless the Company has reason to believe that such opinion is more likely than not incorrect, the Company shall cooperate with you to amend this Agreement in a mutually satisfactory manner to cause any severance payments payable hereunder to be paid as soon as practicable following your termination of employment, and to otherwise remove references to Section 409A from this Agreement; provided that in no event shall such payments be made unless and until you have returned an executed Release Agreement (signed by you on or following your termination date) and any period within which you may revoke the Release Agreement pursuant to the terms thereof has expired without you having revoked the Release Agreement. The Company shall have no responsibility for any taxes or penalties you may incur on account of any such amendments, whether pursuant to 409A or otherwise.

5. Consultation With Attorney; Voluntary Agreement. Releasor represents that the Company has advised Releasor to consult with an attorney of Releasor’s choosing prior to signing this Release Agreement. Releasor further represents that he or she understands and agrees that he or she has the right and has been given the opportunity to review this Release Agreement, with an attorney of Releasor’s choice. Releasor further represents that he or she understands and agrees that the Company is under no obligation to offer the payments and benefits set forth in paragraph 1 above, and that Releasor is under no obligation to consent to this Release Agreement, and that Releasor has entered into this Release Agreement freely and voluntarily. Releasor shall have twenty-one (21)days to consider this Release Agreement, unless Releasor is terminated in connection with a an exit incentive or other group termination program, in which case Releasor shall have forty-five (45)days to consider this Release Agreement. In either case, once Releasor has signed this Release Agreement, Releasor shall have seven (7) additional days from the date of execution to revoke his or her consent. Any such revocation shall be made in writing to Attn: Corporate Secretary, Alcoa Corporation, 390 Park Avenue, New York, New York 10022, and shall be deemed to have been duly given when hand delivered or when mailed by United States certified mail, return receipt requested. If no such revocation occurs, this Release Agreement shall become effective on the eighth (8th) day after Releasor shall have executed and returned it to the Company (the “Effective Date”). In the event that Releasor revokes his or her consent to this Release Agreement prior to the Effective Date, this Release Agreement shall be null and void and no payments or benefits shall be due hereunder or under the Severance Agreement.

6. Entire Agreement. Releasor acknowledges that he or she has not relied upon any representations (whether oral or written) from the Company, other than as set forth in this Release Agreement. This Release Agreement sets forth the entire agreement and understanding between Releasor and the Company and merges and supersedes any and all prior discussions, agreements, arrangements and understandings with regard to the subject matter hereof, except for the Severance Agreement, and may not be modified, amended, discharged or supplemented in any respect, except by a subsequent writing signed by Releasor and the Company.

17. Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Release Agreement. Hence, in any construction to be made of this Release Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. Executive agrees and acknowledges that he has read and understands this Release Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Release Agreement and has had ample opportunity to do so.

(d)Further Action Necessary. The Parties agree to take all further action, if necessary, that may be required as of the Effective Date or in the future in order to comply with and approve the terms of this Release Agreement. This may include, without limitation, filing materials with a court or tribunal confirming and/or seeking approval of the terms of this Release Agreement, or dismissing proceedings for claims that have been released by this Release Agreement.

3.Severance Payment. The Company and Bank agree to make a total gross payment equivalent to eighteen (18) months of Executive’s Base Salary at the time of separation (the “Severance Payment”), as well as the equivalent of eighteen (18) months of Company-paid COBRA benefits, to Executive in exchange for Executive’s agreement to the terms, conditions, covenants, promises, and undertakings set forth in this Release Agreement. The Severance Payment shall be remitted within ten (10) business days following the Effective Date of this Agreement.

(a)No Reliance. The Executive represents and acknowledges that in executing this Release Agreement, the Executive does not rely and has not relied upon any representation or statement made by the Company, or its agents, representatives, or attorneys regarding to the subject matter, basis or effect of this Release Agreement or otherwise, and that the Executive has engaged or had the opportunity to engage an attorney of the Executive’s choosing in the negotiation and execution of this Release Agreement. The Executive acknowledges that he has the right to consult with counsel of his choosing with regard to the review of this Release Agreement.

Executive has read and understands the terms and conditions set forth in this Agreement, including but not limited to the waiver and release of claims contained herein. Executive understands that the entitlement to the payments and benefits under this Agreement, including the Separation Payments, is conditioned on the execution and non- revocation of this Agreement and, on or following the Separation Date, the Bring Down Release Agreement. By signing below, Executive hereby accepts and agrees to the terms and conditions set forth in this Agreement.

Executive acknowledges that she was advised that she could take up to twenty-one (21) days from the date this Release Agreement was given to Executive to review this Release Agreement and decide whether she would enter into this Release Agreement. To the extent that Executive has elected to enter into this Release Agreement prior to such time, Executive has done so voluntarily, and has knowingly waived such twenty-one (21) day review period.

3.Acknowledgment.Executive understands that her release in Paragraph 2 extends to all of the aforementioned claims and potential claims which arose on or before the date of this U.S. Release Agreement, whether now known or unknown, suspected or unsuspected, and that this constitutes an essential term of this U.S. Release Agreement.Executive further understands and acknowledges the significance and consequence of this U.S. Release Agreement and of each specific release and waiver, and expressly consents that this U.S. Release Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands, obligations, and causes of action, if any, as well as those relating to any other claims, demands, obligations or causes of action herein above-specified.

a.Executive agrees and covenants not to file, initiate, or join any lawsuit (individually, with others, or as part of a class), in any forum, pleading, raising, or asserting any claim(s) barred or released by this U.S. Release Agreement.If Executive does so, and the action is found to be barred in whole or in part by this U.S. Release Agreement, Executive agrees to pay the attorneys’ fees and costs, or the proportions thereof, incurred by the applicable Releasees in defending against those claims that are found to be barred by this U.S. Release Agreement.While this U.S. Release Agreement will serve to release any ADEA claims, the attorneys’ fees/cost shifting provision set forth in this paragraph will not apply to any claims challenging the validity of the release contained in this U.S. Release Agreement under the ADEA.

On September 22, 2017, we entered into the Invetech Satisfaction and Release Agreement. Under the Invetech Satisfaction and Release Agreement, we agreed to make, issue and deliver to Invetech (i) a cash payment of $0.5 million (ii) 57,142 shares of our common stock and (iii) an unsecured convertible promissory note in the original principal amount of $5.2 million on account of and in full satisfaction and release of all of our payment obligations to Invetech arising under the Invetech Development Agreement prior to the date of the Invetech Satisfaction and Release Agreement, including our obligation to pay Invetech up to a total of $8.3 million in deferred fees, bonus payments and accrued interest.

On November 22, 2017, we entered into the Saint-Gobain Satisfaction and Release Agreement. Under the Saint-Gobain Satisfaction and Release Agreement, we agreed to make, issue and deliver to Saint-Gobain (i) a cash payment of $0.5 million, (ii) 34,499 shares of our common stock (iii) an unsecured convertible promissory note in the original principal amount of $2.4 million, and (iv) certain specified equipment originally provided to us under the development agreement, on account of and in full satisfaction and release of all payment obligations to Saint-Gobain arising under the development agreement, including the development fees and charges owed by us to Saint-Gobain.

Troubled Debt Restructuring with Saint-Gobain. As of September 30, 2017, we had recorded accrued expenses of $4.8 million payable to Saint-Gobain. On November 22, 2017, we entered into the Saint-Gobain Satisfaction and Release Agreement. Under the Saint Gobain Satisfaction and Release Agreement, we agreed to make, issue and deliver to Saint-Gobain (i) a cash payment of $0.5 million, (ii) 34,499 shares of common stock, (iii) an unsecured convertible promissory note in the original principal amount of $2.4 million, and (iv) certain specified equipment originally provided to us by Saint-Gobain under the Saint-Gobain Development Agreement, on account of and in full satisfaction and release of all of our payment obligations to Saint-Gobain arising under the Saint-Gobain Development Agreement, prior to the date of the Saint-Gobain Satisfaction and Release Agreement, including the development fees and charges. As a result, we recognized a gain on the early extinguishment of debt of $0.6 million during the year ended December 31, 2017.

11. Acknowledgments and Voluntary Assent – I acknowledge that I have been given a reasonable amount of time to consider this Release Agreement. I affirm that no other promises or agreements of any kind have been made to or with me by any person or entity whatsoever to cause me to sign this Release Agreement, and that I fully understand the meaning and intent of this Release Agreement. I state and represent that I have had an opportunity to fully discuss and review the terms of this Release Agreement with an attorney. I further state and represent that I have carefully read this Release Agreement, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof, and sign my name of my own free act.

(d)You agree not to seek any personal recovery (of money damages, injunctive relief or otherwise) for the claims you are releasing in this Release Agreement, either through any complaint to any governmental agency or otherwise. You agree never to start any lawsuit or arbitration asserting any of the claims you are releasing in this Release Agreement. You represent and warrant that you have not initiated any complaint, charge, lawsuit or arbitration involving any of the claims you are releasing in this Release Agreement. Should you apply for future employment with Employer, Employer has no obligation to consider you for future employment.

(g)You understand that you are releasing potentially unknown claims, and that you have limited knowledge with respect to some of the claims being released. You acknowledge that there is a risk that, after signing this Release Agreement, you may learn information that might have affected your decision to enter into this Release Agreement. You assume this risk and all other risks of any mistake in entering into this Release Agreement. You agree that this release is fairly and knowingly made.

14.Independent Legal Counsel. You are advised and encouraged to consult with an attorney before signing this Release Agreement. You acknowledge that you have had an adequate opportunity to do so.

12.No Representations.Employee represents that Employee has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Release Agreement.Neither Party has relied upon any representations or statements made by the other Party which are not specifically set forth in this Release Agreement.

Revocation Period. In accordance with the Older Workers Benefit Protection Act, you may revoke your consent to this Release Agreement for a period of seven (7)calendar days following your signing of this Release Agreement (the “Revocation Period”). The parties agree that such revocation shall be effective only if an originally executed written notice of revocation is delivered to Athenex, Inc., at Conventus Building, 1001 Main Street, Suite 600 Buffalo, New York 14203, Attention: Johnson Lau, on or before 5:00 p.m. on the seventh calendar day after the date you execute this Release Agreement. If the last day of the Revocation Period falls on a Saturday, Sunday, or holiday, then the last day of the Revocation Period shall be deemed to be the next business day. This Release Agreement does not become effective or enforceable until the Revocation Period has expired (without revocation), at which time the Release Agreement becomes forever binding and fully effective and enforceable. In the event that you revoke this Release Agreement prior to the expiration of the Revocation Period, this Release Agreement will be rendered null, void, and unenforceable, and you will not be entitled to receive the Separation Payment.

2. The Company and I do not intend to release claims that I may not release as a matter of law, including but not limited to claims for indemnity, or any claims for enforcement of this Release Agreement. This general release of claims also excludes any claims made under state workers’ compensation or unemployment laws, and/or any claims which cannot be waived by law. For the avoidance of doubt, I preserve any claims resulting from (i)payments and benefits due under the Severance Agreement; (ii)continued ownership of any securities issued to me by the Company or any of its affiliates, and (iii)indemnification pursuant to Company’s articles, bylaws or other governing documents, directors’ and officers’ liability and errors and omissions liability insurance secured by the Company, or as otherwise permitted or required by applicable law.

6. The Company and I each agree not to publish, publicize or otherwise make known to any person the existence of or the terms and conditions of this Release Agreement, except as provided by law, administrative regulation, court order, subpoena, or the purpose of enforcing this Release Agreement. This provision does not prohibit or restrict the Company or me from disclosing the terms of this Release Agreement to immediate family, legal counsel or tax accountants solely for the purpose of obtaining professional advice relating thereto.

10. I acknowledge that I have been given a period of 21 days within which to consider this Release Agreement and to the extent I execute this Release Agreement before the expiration of the 21-day period, I do so knowingly and voluntarily and only after consulting an attorney. I understand that I have the right to cancel and revoke this Release Agreement during a period of seven (7)days following the Execution Date, and this Release Agreement shall not become effective, and no payments or benefits shall be made or provided pursuant to the Severance Agreement until the day after the expiration of such seven (7)-day period. The seven (7)-day period of revocation shall commence upon my execution of this Release Agreement. In order to revoke this Release Agreement, I understand that I must deliver to the Company, prior to the expiration of such seven (7)-day period, a written notice of revocation. Upon such revocation, this Release Agreement shall be null and void and of no further force or effect.

12. My signature below indicates that I have had a reasonable period of time within which to consider this Release Agreement, that I have carefully read and reviewed this Release Agreement, and I fully understand all of its terms and conditions. The release and waiver of claims set forth in this Release Agreement is an essential and material part of the Release Agreement. My release and waiver of rights and claims is voluntary and knowing, without duress or coercion.

5.This Separation and Release Agreement and the At-Will Agreement contain the entire agreement between the Company and the Executive relating to the subject matter hereof.No prior or contemporaneous oral or written agreements or representations may be offered to alter the terms of this Separation and Release Agreement.To the extent Employee has entered into other agreements with the Company that are not in conflict with this Separation and Release Agreement, including, but not limited to, the Executive’s Indemnification Agreement dated March 27, 2013, the Employee/Independent Contractor Proprietary Information and Assignment of Inventions Agreement dated March 7, 2013, and the Restricted Stock Agreements dated March 11, 2013, December 19, 2014 and August 12, 2016 (and additional restricted stock agreements agreed to by the Parties), the terms of this Separation and Release Agreement shall not supersede, but shall be in addition to such other agreements.