Common use of Acknowledgment and Release Clause in Contracts

Acknowledgment and Release. You hereby accept the separation package provided under the CIC Agreement and hereby release, discharge, and agree to hold harmless the Companies, their predecessors, successors, their boards of directors and their members, employees, officers, parent, shareholders, employee benefit plans and their Plan Administrators, trusts, trustees, heirs, successors, and assigns (hereinafter referred to in this Release collectively as the “Releasees”), from all claims, liabilities, demands, and causes of action at law or equity, known or unknown, fixed or contingent, which you have, may have, will have, or claim to have against the Releasees as a result of your employment and/or this separation and the conclusion of your employment with the Releasees at any time up to and including the date of the execution of this letter agreement, excluding all claims that arise out of an asserted breach of the CIC Agreement. Your agreement pursuant to this General Executive Release and Waiver is hereinafter referred to as the “Release”. This includes, but is not limited to, claims arising under federal, state, or local laws prohibiting employment discrimination, including Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act), the Employment Retirement Income Security Act of 1974, as amended, the Equal Pay Act, the Fair Labor Standards Act, as amended, the District of Columbia Human Rights Act, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the District of Columbia Wage Payment and Wage Collection Law, as amended, the Maryland Wage Payment and Collection Act, as amended, claims growing out of any legal restrictions on an employer’s right to terminate its employees in any jurisdiction, such as claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay, position, or title while employed by the Releasees. Excluded from this Release are claims which cannot be lawfully waived, including the right to file an administrative charge of discrimination with federal or state agencies. You are, however, waiving all rights to monetary recovery in connection with any such charge. You specifically promise not to sue the Releasees in any forum for any of the above-mentioned claims, except that you may bring a lawsuit to challenge the validity of this letter agreement under the Age Discrimination in Employment Act (“ADEA”). If you violate this covenant, you will be required to pay the Releasees’ defense costs, including its reasonable fees; alternatively, at Nasdaq’s option, Nasdaq’s remaining obligations to pay severance money and/or benefits under the CIC Agreement shall cease, and you will be required to repay to Nasdaq upon demand all but $100.00 (one hundred dollars) of the payments and other benefits you received under the CIC Agreement. The above payment/repayment provisions do not apply in the event you sue the Releasees under the ADEA.

Acknowledgment and Release. You The undersigned hereby accept accepts the separation severance package provided under the CIC Agreement and hereby releasereleases, dischargedischarges, and agree agrees to hold harmless the Companies, their predecessors, successors, their boards of directors and their members, employees, officers, parent, shareholders, employee benefit plans and their Plan Administratorsplan administrators, trusts, trustees, heirs, successors, and assigns (hereinafter referred to in this Release collectively as the “Releasees”), from all claims, liabilities, demands, and causes of action at law or equity, known or unknown, fixed or contingent, which you havethe undersigned has, may have, will have, or claim claims to have against the Releasees as a result of your the undersigned’s employment and/or this separation and the conclusion of your the undersigned’s employment with the Releasees at any time up to and including the date of the execution of this letter agreement, excluding all claims that arise out of an asserted breach of the CIC Agreement. Your The undersigned’s agreement pursuant to this General Executive Release and Waiver is hereinafter referred to as the “Release”. This includes, but is not limited to, claims arising under federal, state, or local laws prohibiting employment discrimination, including Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act), the Employment Retirement Income Security Act of 1974, as amended, the Equal Pay Act, the Fair Labor Standards Act, as amended, the District of Columbia Human Rights Act, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the District of Columbia Wage Payment and Wage Collection Law, as amended, the Maryland Wage Payment and Collection Act, as amended, claims growing out of any legal restrictions on an employer’s right to terminate its employees in any jurisdiction, such as claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your the undersigned’s status, pay, position, or title while employed by the Releasees. Excluded from this Release are claims which cannot be lawfully waived, including the right to file an administrative charge of discrimination with federal or state agencies. You areHowever, however, the undersigned is waiving all rights to monetary recovery in connection with any such charge. You The undersigned specifically promise promises not to sue xxx the Releasees in any forum for any of the above-mentioned claims, except that you may bring a lawsuit to challenge the validity of this letter agreement under the Age Discrimination in Employment Act (“ADEA”). If you violate this covenant, you will be required to pay the Releasees’ defense costs, including its reasonable fees; alternatively, at Nasdaq’s option, Nasdaq’s remaining obligations to pay severance money and/or benefits under the CIC Agreement shall cease, and you will be required to repay to Nasdaq upon demand all but $100.00 (one hundred dollars) of the payments and other benefits you received under the CIC Agreement. The above payment/repayment provisions do not apply in the event you sue the Releasees under the ADEA.

Acknowledgment and Release. You Buyer hereby accept acknowledges and agrees that the separation package provided under the CIC Purchase Agreement is in full force and hereby release, dischargeeffect, and agree that as of the Effective Date, Seller is not in default thereunder, nor has Seller breached any of its covenants or agreements set forth in the Purchase Agreement. Accordingly, subject to hold harmless the Companiesrepresentations and warranties of Seller expressly set forth in Section 11.1 of the Purchase Agreement, their predecessorsBuyer, successorson behalf of itself and all of its Releasors, their boards of directors hereby expressly waives and their members, employees, officers, parent, shareholders, employee benefit plans releases Seller and their Plan Administrators, trusts, trustees, heirs, successors, the Seller Parties from any and assigns (hereinafter referred to in this Release collectively as the “Releasees”), from all claims, actions, causes of action, liabilities, demandslosses, damages, costs and/or expenses that Buyer and causes of action at law Releasors may now or equityhereafter have, whether known or unknown, fixed resulting from or contingent, which you have, may have, will haverelating or, or claim to have against the Releasees as a result of your employment and/or this separation and the conclusion of your employment with the Releasees at which may arise from, any time up to and including the date actions or inactions of the execution Seller on or prior to the Effective Date with respect the transaction contemplated under the Purchase Agreement (including without limitation, the conversion of this letter agreement, excluding all claims that arise out of an asserted breach any part of the CIC Agreement. Your agreement pursuant Deposit to this General Executive Release extension fees and Waiver is hereinafter referred to as the “Release”. This includes, but is not limited to, claims arising under federal, state, or local laws prohibiting employment discrimination, including Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act), the Employment Retirement Income Security Act of 1974, as amended, the Equal Pay Act, the Fair Labor Standards Act, as amended, the District of Columbia Human Rights Act, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the District of Columbia Wage Payment and Wage Collection Law, as amended, the Maryland Wage Payment and Collection Act, as amended, claims growing out of any legal restrictions on an employerSeller’s right to terminate its employees in any jurisdiction, such as claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay, position, or title while employed by the Releasees. Excluded from this Release are claims which cannot be lawfully waived, including the right to file an administrative charge of discrimination with federal or state agencies. You are, however, waiving all rights to monetary recovery in connection with receive and retain any such chargeextension fees as set forth in the Purchase Agreement). You specifically promise not to sue the Releasees in any forum for any of the above-mentioned claimsBUYER, except that you may bring a lawsuit to challenge the validity of this letter agreement under the Age Discrimination in Employment Act ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“ADEASECTION 1542”), WHICH IS SET FORTH BELOW: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY INITIALING BELOW, BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. If you violate this covenant/s/ JS BUYER’S INITIALS THE FOREGOING WAIVERS, you will be required to pay the Releasees’ defense costsRELEASES AND AGREEMENTS BY BUYER, including its reasonable fees; alternativelyON BEHALF OF ITSELF AND THE RELEASORS, at Nasdaq’s option, Nasdaq’s remaining obligations to pay severance money and/or benefits under the CIC Agreement shall cease, and you will be required to repay to Nasdaq upon demand all but $100.00 (one hundred dollars) of the payments and other benefits you received under the CIC Agreement. The above payment/repayment provisions do not apply in the event you sue the Releasees under the ADEASHALL SURVIVE THE CLOSE OF ESCROW AND THE RECORDATION OF THE DEED AND SHALL NOT BE DEEMED MERGED INTO THE DEED UPON ITS RECORDATION.

Acknowledgment and Release. You hereby accept A. In consideration of the separation package provided under Company’s execution of the CIC Agreement and hereby release, discharge, the obligations as set forth herein upon the Company and agree to hold harmless certain of the Companies, their predecessors, successors, their boards of directors and their members, employees, officers, parent, shareholders, employee benefit plans and their Plan Administrators, trusts, trustees, heirs, successors, and assigns Company Releasees (hereinafter referred to in this Release collectively as the “Releasees”defined below), from all Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, liabilities, demands, and charges or causes of action at arising out of or relating to Executive’s employment or termination of employment with, his serving in any capacity in respect of any member of the Company Group, both known and unknown, in law or in equity, known which Executive may now have or unknownever had against any member of the Company Group or any shareholder, fixed employee, director or contingentofficer of any member of the Company Group (collectively, which you have, may have, will have, or claim to have against the Releasees as a result of your employment and/or this separation and the conclusion of your employment with the Releasees at any time “Company Releasees”) up to and including the date of the Executive’s execution of this letter agreementAgreement, excluding all claims that arise including, without limitation, any claim for any severance or other benefits which but for the Agreement might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of an asserted breach his employment with the Company Group under, by way of example and not limitation, the CIC Agreement. Your agreement pursuant to this General Executive Release and Waiver is hereinafter referred to as Age Discrimination in Employment Act of 1967 (“ADEA”), the “Release”. This includesNational Labor Relations Act, but is not limited tothe Civil Rights Act of 1991, claims arising under federalthe Americans With Disabilities Act of 1990, state, or local laws prohibiting employment discrimination, including Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act), the Employment Employee Retirement Income Security Act of 1974, as amended, the Equal Pay Family Medical Leave Act, the Fair Labor Standards Act, as amendedSecurities Act of 1933, the District Securities Exchange Act of Columbia Human Rights Act, as amended1934, the Maryland Human Relations New Jersey Conscientious Employee Protection Act, the New Jersey Law Against Discrimination, the New York Executive State Human Rights Law, as amended, the New York City Administrative CodeHuman Rights Law, all as amended; and all other federal, state and local statutes, ordinances, regulations and the New York Labor Lawcommon law. By signing the Agreement, Executive acknowledges that he intends to waive and release any such rights known or unknown he may have against the Company Releasees as amendedof the date of Executive’s execution of this Agreement; provided, the District of Columbia Wage Payment and Wage Collection Lawthat, as amended, the Maryland Wage Payment and Collection Act, as amended, Executive does not waive or release (i) claims growing out of any legal restrictions on an employer’s right with respect to terminate its employees in any jurisdiction, such as claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay, position, or title while employed by the Releasees. Excluded from this Release are claims which cannot be lawfully waived, including the right to file an administrative charge enforce the Agreement, (ii) claims with respect to any vested right Executive may have under any employee pension or welfare benefit plan of discrimination with federal the Company, (iii) any rights under any vested stock option to purchase shares of common stock of the Company, after giving effect to Section 3 hereof (the “Vested Equity Awards”), or state agencies. You are, however, waiving all (iv) any rights to monetary recovery in connection with any such charge. You specifically promise not to sue indemnification provided for by the Releasees in any forum for any of the aboveCompany’s charter or by-mentioned claims, except that you may bring a lawsuit to challenge the validity of this letter agreement laws or under the Age Discrimination in Employment Act Indemnification Agreement by and between the Company and Executive, dated as of August __ , 2009 (the “ADEAIndemnification Agreement”). If you violate this covenant, you will be required to pay the Releasees’ defense costs, including its reasonable fees; alternatively, at Nasdaq’s option, Nasdaq’s remaining obligations to pay severance money and/or benefits under the CIC Agreement shall cease, and you will be required to repay to Nasdaq upon demand all but $100.00 (one hundred dollars) of the payments and other benefits you received under the CIC Agreement. The above payment/repayment provisions do not apply in the event you sue the Releasees under the ADEA.

Acknowledgment and Release. You hereby accept the separation package provided under the CIC Agreement and hereby release, discharge, and agree to hold harmless the Companies, their predecessors, successors, their boards of directors and their members, employees, officers, parent, shareholders, employee benefit plans and their Plan Administrators, trusts, trustees, heirs, successors, and assigns (hereinafter referred to in this Release collectively as the “Releasees”), from all claims, liabilities, demands, and causes of action at law or equity, known or unknown, fixed or contingent, which you have, may have, will have, or claim to have against the Releasees as a result of your employment and/or this separation and the conclusion of your employment with the Releasees at any time up to and including the date of the execution of this letter agreement, excluding all claims that arise out of an asserted breach of the CIC Agreement. Your agreement pursuant to this General Executive Release and Waiver is hereinafter referred to as the “Release”. This includes, but is not limited to, claims arising under federal, state, or local laws prohibiting employment discrimination, including Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act), the Employment Retirement Income Security Act of 1974, as amended, the Equal Pay Act, the Fair Labor Standards Act, as amended, the District of Columbia Human Rights Act, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the District of Columbia Wage Payment and Wage Collection Law, as amended, the Maryland Wage Payment and Collection Act, as amended, claims growing out of any legal restrictions on an employer’s right to terminate its employees in any jurisdiction, such as claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay, position, or title while employed by the Releasees. Excluded from this Release are claims which cannot be lawfully waived, including the right to file an administrative charge of discrimination with federal or state agencies. You are, however, waiving all rights to monetary recovery in connection with any such charge. You specifically promise not to sue the Releasees in any forum for any of the above-mentioned claims, except that you may bring a lawsuit to challenge the validity of this letter agreement under the Age Discrimination in Employment Act (“ADEA”). If you violate this covenant, you will be required to pay the Releasees’ defense costs, including its reasonable fees; alternatively, at NasdaqNASDAQ OMX’s option, NasdaqNASDAQ OMX’s remaining obligations to pay severance money and/or benefits under the CIC Agreement shall cease, and you will be required to repay to Nasdaq NASDAQ OMX upon demand all but $100.00 (one hundred dollars) of the payments and other benefits you received under the CIC Agreement. The above payment/repayment provisions do not apply in the event you sue the Releasees under the ADEA.

Acknowledgment and Release. You Buyer hereby accept acknowledges and agrees that the separation package provided under the CIC Purchase Agreement is in full force and hereby release, dischargeeffect, and agree that as of the Effective Date, Seller is not in default thereunder, nor has Seller breached any of its covenants or agreements set forth in the Purchase Agreement. Accordingly, subject to hold harmless the Companiesrepresentations and warranties of Seller expressly set forth in Section 11.1 of the Purchase Agreement, their predecessorsBuyer, successorson behalf of itself and all of its Releasors, their boards of directors hereby expressly waives and their members, employees, officers, parent, shareholders, employee benefit plans releases Seller and their Plan Administrators, trusts, trustees, heirs, successors, the Seller Parties from any and assigns (hereinafter referred to in this Release collectively as the “Releasees”), from all claims, actions, causes of action, liabilities, demandslosses, damages, costs and/or expenses that Buyer and causes of action at law Releasors may now or equityhereafter have, whether known or unknown, fixed resulting from or contingent, which you have, may have, will haverelating or, or claim to have against the Releasees as a result of your employment and/or this separation and the conclusion of your employment with the Releasees at which may arise from, any time up to and including the date actions or inactions of the execution Seller on or prior to the Effective Date with respect the transaction contemplated under the Purchase Agreement (including without limitation, the conversion of this letter agreement, excluding all claims that arise out of an asserted breach any part of the CIC Deposit to extension fees and Seller's right to receive and retain all extension fees as provided for in the Purchase Agreement). Your agreement pursuant to this General Executive Release and Waiver is hereinafter referred to as the BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“ReleaseSECTION 1542”. This includes, but is not limited to, claims arising under federal, state, or local laws prohibiting employment discrimination, including Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act), the Employment Retirement Income Security Act of 1974WHICH IS SET FORTH BELOW: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, as amendedIF KNOWN BY HIM OR HER, the Equal Pay ActWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY INITIALING BELOW, the Fair Labor Standards ActBUYER, as amendedON BEHALF OF ITSELF AND THE OTHER RELEASORS, the District of Columbia Human Rights ActHEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. ’ /s/ JS BUYER’s INITIALS THE FOREGOING WAIVERS, as amendedRELEASES AND AGREEMENTS BY BUYER, the Maryland Human Relations ActON BEHALF OF ITSELF AND THE RELEASORS, the New York Executive Law, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the District of Columbia Wage Payment and Wage Collection Law, as amended, the Maryland Wage Payment and Collection Act, as amended, claims growing out of any legal restrictions on an employer’s right to terminate its employees in any jurisdiction, such as claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay, position, or title while employed by the Releasees. Excluded from this Release are claims which cannot be lawfully waived, including the right to file an administrative charge of discrimination with federal or state agencies. You are, however, waiving all rights to monetary recovery in connection with any such charge. You specifically promise not to sue the Releasees in any forum for any of the above-mentioned claims, except that you may bring a lawsuit to challenge the validity of this letter agreement under the Age Discrimination in Employment Act (“ADEA”). If you violate this covenant, you will be required to pay the Releasees’ defense costs, including its reasonable fees; alternatively, at Nasdaq’s option, Nasdaq’s remaining obligations to pay severance money and/or benefits under the CIC Agreement shall cease, and you will be required to repay to Nasdaq upon demand all but $100.00 (one hundred dollars) of the payments and other benefits you received under the CIC Agreement. The above payment/repayment provisions do not apply in the event you sue the Releasees under the ADEASHALL SURVIVE THE CLOSE OF ESCROW AND THE RECORDATION OF THE DEED AND SHALL NOT BE DEEMED MERGED INTO THE DEED UPON ITS RECORDATION.

Acknowledgment and Release. You hereby accept A. In partial consideration of the separation package provided under Company's execution of the CIC Agreement and hereby release, dischargeRetirement Agreement, and agree except with respect to hold harmless the CompaniesCompany's obligations arising under or preserved in the Retirement Agreement, their predecessorsthe Executive, successorsfor and on behalf of himself and his heirs and assigns, their boards of directors hereby waives and their membersreleases any common law, employeesstatutory or other complaints, officers, parent, shareholders, employee benefit plans and their Plan Administrators, trusts, trustees, heirs, successors, and assigns (hereinafter referred to in this Release collectively as the “Releasees”), from all claims, liabilities, demands, and charges or causes of action at arising out of or relating to the Executive's employment or termination of employment with, or his serving in any capacity in respect of, any member of the Company Group, both known and unknown, in law or in equity, known which the Executive may now have or unknownever had against any member of the Company Group or any shareholder, fixed employee, director or contingentofficer of any member of the Company Group (collectively, the "RELEASEES"), including, without limitation, any claim for any severance benefit under any severance plan, policy or arrangement of the Company which you have, may have, will have, or claim to but for the Retirement Agreement might have against been due the Releasees as a result Executive including under any previous agreement executed by and between any member of your employment and/or this separation the Company Group and the conclusion Executive, including without limitation the MOU and the Retention Agreement, and any complaint, charge or cause of your action arising out of his employment with the Releasees at any time up to and including Company Group under the date Age Discrimination in Employment Act of 1967 ("ADEA," a law which prohibits discrimination on the execution basis of this letter agreementage), excluding all claims that arise out the National Labor Relations Act, the Civil Rights Act of an asserted breach 1991, the Americans With Disabilities Act of the CIC Agreement. Your agreement pursuant to this General Executive Release and Waiver is hereinafter referred to as the “Release”. This includes1990, but is not limited to, claims arising under federal, state, or local laws prohibiting employment discrimination, including Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act), the Employment Employee Retirement Income Security Act of 1974, all as amended; and all other federal, state and local laws. By signing this General Executive Release and Waiver (the Equal Pay Act"RELEASE") the Executive acknowledges that he intends to waive and release any rights known or unknown he may have against the Releasees under these and any other laws; PROVIDED, that the Fair Labor Standards Act, as amended, the District of Columbia Human Rights Act, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the District of Columbia Wage Payment and Wage Collection Law, as amended, the Maryland Wage Payment and Collection Act, as amended, does not waive or release claims growing out of any legal restrictions on an employer’s right with respect to terminate its employees in any jurisdiction, such as claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay, position, or title while employed by the Releasees. Excluded from this Release are claims which cannot be lawfully waived, including the right to file an administrative charge of discrimination with federal enforce the Retirement Agreement. Notwithstanding the foregoing, the Executive does not release, discharge or state agencies. You are, however, waiving all waive any rights to monetary recovery in connection with any such charge. You specifically promise not to sue indemnification that he may have under the Releasees in any forum for any By-Laws of the above-mentioned claimsCompany, except that you may bring a lawsuit to challenge the validity of this letter agreement under the Age Discrimination in Employment Act (“ADEA”). If you violate this covenant, you will be required to pay the Releasees’ defense costs, including its reasonable fees; alternatively, at Nasdaq’s option, Nasdaq’s remaining obligations to pay severance money and/or benefits under the CIC Agreement shall cease, and you will be required to repay to Nasdaq upon demand all but $100.00 (one hundred dollars) laws of the payments State of Delaware, any indemnification agreement between the Executive and other benefits you received under the CIC Agreement. The above payment/repayment provisions do not apply in Company or any insurance coverage maintained by or on behalf of the event you sue the Releasees under the ADEACompany.

Acknowledgment and Release. You hereby accept In consideration of the separation package provided under Company’s execution of the CIC Agreement and hereby release, dischargeTermination Agreement, and agree except with respect to hold harmless the CompaniesCompany’s obligations arising under or preserved in the Termination Agreement, their predecessorsthe Executive, successorsfor and on behalf of himself and his heirs and assigns, their boards hereby waives and releases all common law, statutory or other complaints, claims, charges or causes of directors action arising out of or relating to the Executive’s employment or termination of employment with, or his serving in any capacity in respect of, any member of the Company Group (as defined in the Termination Agreement), both known and their membersunknown, employeesin law or in equity, officerswhich the Executive may now have or ever had against any member of the Company Group or any shareholder, parentemployee, shareholdersdirector or officer of any member of the Company Group (collectively, employee benefit plans and their Plan Administrators, trusts, trustees, heirs, successors, and assigns (hereinafter referred to in this Release collectively as the “Releasees”), from all claimsincluding, liabilitieswithout limitation, demandsany claim for any severance benefit which but for this Release and the Termination Agreement might have been due the Executive under any previous agreement executed by and between any member of the Company Group and the Executive, and causes any complaint, charge or cause of action at law or equity, known or unknown, fixed or contingent, which you have, may have, will have, or claim to have against the Releasees as a result arising out of your employment and/or this separation and the conclusion of your his employment with the Releasees at any time up to and including Company Group under the date Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the execution basis of this letter agreementage), excluding all claims that arise out the National Labor Relations Act, the Civil Rights Act of an asserted breach 1991, the Americans With Disabilities Act of the CIC Agreement. Your agreement pursuant to this General Executive Release and Waiver is hereinafter referred to as the “Release”. This includes1990, but is not limited to, claims arising under federal, state, or local laws prohibiting employment discrimination, including Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act), the Employment Employee Retirement Income Security Act of 1974, all as amended; and all other federal, state and local laws. By signing this Release the Equal Pay ActExecutive acknowledges that he intends to waive and release all rights known or unknown he may have against the Releasees under these and any other laws; provided, that the Fair Labor Standards ActExecutive does not waive or release claims with respect to the right to enforce this Release or the Termination Agreement. The Executive acknowledges that he has not filed any complaint, charge, claim or proceeding against any of the Releasees before any local, state or federal agency, court or other body relating to his employment or the resignation thereof (each individually a “Proceeding”). The Executive represents that he is not aware of any basis on which such a Proceeding could reasonably be instituted. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceeding and will not participate in any Proceeding, in each case, except as amended, the District of Columbia Human Rights Act, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the District of Columbia Wage Payment required by law; and Wage Collection Law, as amended, the Maryland Wage Payment and Collection Act, as amended, claims growing (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any legal restrictions on an employer’s right Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, the Executive understands that by entering into this Release, he will be limiting the availability of certain remedies that he may have against the Company and also limiting his ability to terminate its employees in any jurisdiction, such as pursue certain claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay, position, or title while employed by against the Releasees. Excluded from Notwithstanding the above, nothing in this Release are claims which cannot shall prevent the Executive from (i) initiating or causing to be lawfully waivedinitiated on his behalf any complaint, including charge, claim or proceeding against the right to file an administrative charge of discrimination with Company before any local, state or federal agency, court or state agencies. You are, however, waiving all rights to monetary recovery in connection with any such charge. You specifically promise not to sue the Releasees in any forum for any of the above-mentioned claims, except that you may bring a lawsuit to challenge other body challenging the validity of the waiver of his claims under ADEA contained in this letter agreement under Release (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the Age Discrimination in Employment Act (“EEOC with respect to ADEA”). The Executive acknowledges that he has been given 21 days from the date of receipt of this Release to consider all the provisions of this Release and he does hereby knowingly and voluntarily waive said given 21 day period. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS RELEASE CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW, HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO XXX OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN THIS RELEASE AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS RELEASE, AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. The Executive shall have seven days from the date of his execution of this Release to revoke this Release. If you violate this covenantthe Executive revokes this, you the Executive will be required deemed not to pay have accepted the Releasees’ defense coststerms of the Termination Agreement (other than the Release given in Sections 6A-6F thereof from and after the Task Completion Date), including its reasonable fees; alternatively, at Nasdaq’s option, Nasdaq’s remaining obligations to pay severance money and/or benefits under the CIC Agreement shall cease, and you will be any action required to repay to Nasdaq upon demand all but $100.00 (one hundred dollars) of the payments and other benefits you received under Company after the CIC Task Completion Date by any Section of the Termination Agreement. The above payment/repayment provisions do not apply Executive acknowledges that nothing in this Release shall constitute any admission of wrongdoing by the event you sue the Releasees under the ADEA.Company or any Releasee. _________________________________ Xxxx X. Xxxxxx Dated: January 27, 2006

Acknowledgment and Release. You Buyer hereby accept acknowledges and agrees that the separation package provided under the CIC Purchase Agreement is in full force and hereby release, dischargeeffect, and agree that as of the Effective Date, Seller is not in default thereunder, nor has Seller breached any of its covenants or agreements set forth in the Purchase Agreement. Accordingly, subject to hold harmless the Companiesrepresentations and warranties of Seller expressly set forth in Section 11.1 of the Purchase Agreement, their predecessorsBuyer, successorson behalf of itself and all of its Releasors, their boards of directors hereby expressly waives and their members, employees, officers, parent, shareholders, employee benefit plans releases Seller and their Plan Administrators, trusts, trustees, heirs, successors, the Seller Parties from any and assigns (hereinafter referred to in this Release collectively as the “Releasees”), from all claims, actions, causes of action, liabilities, demandslosses, damages, costs and/or expenses that Buyer and causes of action at law Releasors may now or equityhereafter have, whether known or unknown, fixed resulting from or contingent, which you have, may have, will haverelating or, or claim to have against the Releasees as a result of your employment and/or this separation and the conclusion of your employment with the Releasees at which may arise from, any time up to and including the date actions or inactions of the execution Seller on or prior to the Effective Date with respect the transaction contemplated under the Purchase Agreement (including without limitation, the conversion of this letter agreement, excluding all claims that arise out of an asserted breach any part of the CIC Agreement. Your agreement pursuant Deposit to this General Executive Release extension fees and Waiver is hereinafter referred to as the “Release”. This includes, but is not limited to, claims arising under federal, state, or local laws prohibiting employment discrimination, including Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act), the Employment Retirement Income Security Act of 1974, as amended, the Equal Pay Act, the Fair Labor Standards Act, as amended, the District of Columbia Human Rights Act, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the District of Columbia Wage Payment and Wage Collection Law, as amended, the Maryland Wage Payment and Collection Act, as amended, claims growing out of any legal restrictions on an employerSeller’s right to terminate its employees receive and retain all extension fees as provided for in any jurisdictionthe Purchase Agreement). BUYER, such as claims for wrongful or constructive dischargeON BEHALF OF ITSELF AND THE OTHER RELEASORS, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay, position, or title while employed by the Releasees. Excluded from this Release are claims which cannot be lawfully waived, including the right to file an administrative charge of discrimination with federal or state agencies. You are, however, waiving all rights to monetary recovery in connection with any such charge. You specifically promise not to sue the Releasees in any forum for any of the above-mentioned claims, except that you may bring a lawsuit to challenge the validity of this letter agreement under the Age Discrimination in Employment Act HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“ADEASECTION 1542”), WHICH IS SET FORTH BELOW: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY INITIALING BELOW, BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. If you violate this covenant/s/ JS BUYER’s INITIALS THE FOREGOING WAIVERS, you will be required to pay the Releasees’ defense costsRELEASES AND AGREEMENTS BY BUYER, including its reasonable fees; alternativelyON BEHALF OF ITSELF AND THE RELEASORS, at Nasdaq’s option, Nasdaq’s remaining obligations to pay severance money and/or benefits under the CIC Agreement shall cease, and you will be required to repay to Nasdaq upon demand all but $100.00 (one hundred dollars) of the payments and other benefits you received under the CIC Agreement. The above payment/repayment provisions do not apply in the event you sue the Releasees under the ADEASHALL SURVIVE THE CLOSE OF ESCROW AND THE RECORDATION OF THE DEED AND SHALL NOT BE DEEMED MERGED INTO THE DEED UPON ITS RECORDATION.

Acknowledgment and Release. You hereby accept A. In consideration of the separation package provided under the CIC Company’s execution of this Agreement and the obligations as set forth herein upon the Company, Executive, for and on behalf of himself and his heirs and assigns, hereby releasewaives and releases any common law, dischargestatutory or other complaints, and agree to hold harmless the Companies, their predecessors, successors, their boards of directors and their members, employees, officers, parent, shareholders, employee benefit plans and their Plan Administrators, trusts, trustees, heirs, successors, and assigns (hereinafter referred to in this Release collectively as the “Releasees”), from all claims, liabilities, demands, and charges or causes of action at arising out of or relating to Executive’s employment or termination of employment with, or his serving in any capacity in respect of any member of the Company Group, both known and unknown, in law or in equity, known which Executive may now have or unknownever had against any member of the Company Group or any shareholder, fixed employee, officer, director, agent, attorney, representative, trustee, administrator or contingentfiduciary of any member of the Company Group (collectively, which you have, may have, will have, or claim to have against the Releasees as a result of your employment and/or this separation and the conclusion of your employment with the Releasees at any time “Company Releasees”) up to and including the date of the Executive’s execution of this letter agreementAgreement, excluding all claims that arise including, without limitation, any claim for any severance or other benefits which, but for this Agreement, might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of an asserted breach his employment with the Company Group under, by way of example and not limitation, the CIC Agreement. Your agreement pursuant to this General Executive Release Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and Waiver is hereinafter referred to as older), the “Release”. This includesNational Labor Relations Act, but is not limited tothe Civil Rights Act of 1991, claims arising under federalthe Americans With Disabilities Act of 1990, state, or local laws prohibiting employment discrimination, including Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act), the Employment Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Washington Law Against Discrimination, the California Fair Employment and Housing Act, the California Family Rights Act, California law regarding Relocations, Terminations, and Mass Layoffs, the California Labor Code, all as amended, and all other federal, state and local statutes, ordinances, regulations and the Equal Pay Actcommon law. By signing this Agreement, Executive acknowledges that he intends to waive and release any such rights known or unknown he may have against the Fair Labor Standards ActCompany Releasees as of the date of Executive’s execution of this Agreement; provided, as amendedthat, the District of Columbia Human Rights Act, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the District of Columbia Wage Payment and Wage Collection Law, as amended, the Maryland Wage Payment and Collection Act, as amended, does not waive or release (i) claims growing out of any legal restrictions on an employer’s right with respect to terminate its employees in any jurisdiction, such as claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay, position, or title while employed by the Releasees. Excluded from this Release are claims which cannot be lawfully waived, including the right to file an administrative charge enforce this Agreement, (ii) claims with respect to any vested and accrued right Executive may have under any employee pension or welfare benefit plan of discrimination with federal or state agencies. You arethe Company, however, waiving all (iii) any rights to monetary recovery in connection with indemnification provided for by any such charge. You specifically promise not to sue applicable insurance policy or the Releasees in any forum for any Company’s charter or by-laws or under the Indemnification Agreement between the Parties dated as of February 25, 2010, or (iv) claims which Executive may have solely by virtue of his status as a shareholder of the above-mentioned claims, except that you may bring a lawsuit to challenge the validity of this letter agreement under the Age Discrimination in Employment Act (“ADEA”). If you violate this covenant, you will be required to pay the Releasees’ defense costs, including its reasonable fees; alternatively, at Nasdaq’s option, Nasdaq’s remaining obligations to pay severance money and/or benefits under the CIC Agreement shall cease, and you will be required to repay to Nasdaq upon demand all but $100.00 (one hundred dollars) of the payments and other benefits you received under the CIC Agreement. The above payment/repayment provisions do not apply in the event you sue the Releasees under the ADEACompany.