A Participant’s entitlement to Separation Benefits is subject to and conditioned upon the Participant’s timely execution of a release and waiver of claims, in a form acceptable to the Board, running in favor of the Company and its Affiliates. No payments or benefits shall be paid under the Plan unless the Participant executes such release and waiver of claims. Notwithstanding the foregoing, the release and waiver of claims shall not release a Participant’s right to receive indemnification and defense from the Company for any claims arising out of the performance of the Participant’s duties on behalf of the Company and its Affiliates.