Common use of Acknowledgment and Release Clause in Contracts

Acknowledgment and Release. A. In consideration of the Company's execution of the Agreement, and except with respect to the Company's obligations arising under or preserved in the Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of 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, both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director or officer of any member of the Company Group (collectively, the "Releasees"), including, without limitation, any claim for any severance benefit which but for the 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 any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 ("ADEA," a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, all as amended; and all other federal, state and local laws. By signing the Agreement 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 Executive does not waive or release claims with respect to the right to enforce the Agreement. B. 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. C. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("EEOC"). Further, the Executive understands that by entering into the Agreement, he will be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 7 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in Section 7 of the Agreement (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. D. The Executive acknowledges that he has been advised that he has twenty-one (21) days from the date of receipt of the Agreement to consider all the provisions of the Agreement and he does hereby knowingly and voluntarily waive said given twenty-one (21) day period. Notwithstanding such waiver, the Executive further acknowledges and agrees that more than twenty-one (21) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXX, P.A., 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 SECTION 7 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. E. The Executive shall have seven days from the date of his execution of the Agreement to revoke the Agreement, including the release given under this Section 7 with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). Notwithstanding anything in the Agreement to the contrary, if the Executive revokes the Agreement pursuant to the preceding sentence including, without limitation, the release given under this Section 7, the Executive will be deemed not to have accepted the terms of the Agreement, no action will be required of the Company or the Executive under any Section of the Agreement, and the Agreement shall be null and void in its entirety. F. Notwithstanding the foregoing, the Executive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of the Company, the laws of the State of Delaware, any indemnification agreement between the Executive and the Company or any insurance coverage maintained by or on behalf of the Company.

Acknowledgment and Release. A. In consideration of the Company's ’s execution of the this Agreement, and except with respect to the Company's ’s obligations arising under or preserved in the this Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to the Executive's ’s employment or termination of employment with, or his serving in any capacity in respect of, or his status at any time as a holder of any securities of, any member of the Company Group, both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director or officer of any member of the Company Group (collectively, the "“Company Releasees"”), including, without limitation, any claim for any severance benefit which but for the this 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 any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 ("“ADEA," ” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Equal Pay Act; the Rehabilitation Act of 1973; the Worker Adjustment and Retraining Notification Act; 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 lawsstatutes, ordinances and regulations. By signing the Agreement the this Agreement, Executive acknowledges that he intends to waive and release any rights known or unknown he may have against the Company Releasees under these and any other laws; provided, that the that, Executive does not waive or release (i) claims with respect to the right to enforce this Agreement, the Performance Shares Award Agreement or the Stock Option Agreement, (ii) claims with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company, or (iii) any rights to indemnification preserved by Section 14 of the Employment Agreement. B. The In consideration of Executive’s execution of this Agreement, and except with respect to Executive’s obligations arising under this Agreement, the Company, for and on behalf of itself, each of the other members of the Company Group, and their respective successors and assigns (collectively, the “Company Releasing Parties”), hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, his serving in any capacity in respect of, or his status at any time as a member of the Company Group, both known and unknown, in law or in equity (collectively “Complaints”), which any Company Releasing Party may now have or ever had against Executive, his heirs and assigns (collectively, the “Executive Releasees”). By signing this Agreement, the Company acknowledges that, it intends to waive and release any rights, known or unknown, the Company Releasing Parties may have against the Executive Releasees under any laws; provided, that the Company does not waive or release (i) claims with respect to the right to enforce this Agreement, the Performance Shares Award Agreement or the Stock Option Agreement, (ii) claims with respect to Executive’s obligations and covenants under Sections 6 through 9 and 13 of the Employment Agreement or (iii) any claims, demands, rights, judgments, defenses, actions, charges or causes of action which are (x) based upon any acts or omissions of Executive that involve fraud, breach of fiduciary duty, gross negligence or intentional misconduct, or (y) cross-claims against Executive in any shareholder derivative lawsuit. C. Executive acknowledges that he has not filed any complaint, charge, claim or proceeding against any of the Company Releasees before any local, state or federal agency, court or other body relating to his employment or the resignation termination 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. C. The D. Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("“EEOC"”). Further, the Executive understands that by entering into the this Agreement, he will be limiting the availability of certain remedies that he may have against the Company and also limiting also his ability to pursue certain claims against the Company Releasees. Notwithstanding the above, nothing in this Section 7 8 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in this Section 7 of the Agreement 8 (but no other portion of such waiver); or (ii) initiating or participating in (but not benefiting from) an investigation or proceeding conducted by the EEOCEEOC with respect to ADEA. D. The E. Executive acknowledges that he has been advised that he has twenty-one (21) days from the date of receipt of the this Agreement to consider all of the provisions of the this Agreement and he does hereby knowingly and voluntarily waive said given twenty-one (21) day period. Notwithstanding such waiver, the Executive further acknowledges and agrees that more than twenty-one (21) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED TO CONSULT AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXX, P.A., 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 COMPANY RELEASEES, AS DESCRIBED IN THIS SECTION 7 8 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE THIS AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. E. The F. Executive shall have seven (7) days from the date of his execution of the this Agreement to revoke the this Agreement, including the release given under this Section 7 8 with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). Notwithstanding anything in the Agreement to the contrary, if the If Executive revokes the this Agreement pursuant to the preceding sentence including, without limitation, the release given under this Section 78, the Executive will be deemed not to have accepted the terms of the this Agreement, no action will be required of and neither Executive nor the Company or the Executive under shall be bound by any Section of this Agreement. G. It is the Agreementintention of the Parties that this Agreement should be effective as a bar to each and every claim, demand and cause of action stated above. In furtherance of this intention, Parties hereby expressly waive any and all rights and benefits conferred upon the Parties by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consent that the release of claims set forth in this Agreement shall be null given full force and void in effect according to each and all of its entiretyexpress terms and provisions, including those relating to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action referred to above. SECTION 1542 provides: “GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. F. Notwithstanding the foregoing, the Executive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of the Company, the laws of the State of Delaware, any indemnification agreement between the Executive and the Company or any insurance coverage maintained by or on behalf of the Company.”

Acknowledgment and Release. A. In consideration of the Company's ’s execution of this Agreement and the Agreement, and except with respect to obligations as set forth herein upon the Company's obligations arising under or preserved in the Agreement, the Executive, for and on behalf of himself herself and his her heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to the Executive's ’s employment or termination of employment with, or his her serving in any capacity in respect of, of any member of the Company Group, both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director officer, director, agent, attorney, representative, trustee, administrator or officer fiduciary of any member of the Company Group (collectively, the "“Company Releasees")”) up to and including the date of Executive’s execution of this Agreement, including, without limitation, any claim for any severance benefit which or other benefits which, but for the Agreement this 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 any complaint, charge or cause of action arising out of his her employment with the Company Group under under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 ("“ADEA," ”, a law which prohibits discrimination on the basis of ageage against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the 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, all as amended; , and all other federal, state and local lawsstatutes, ordinances, regulations and the common law. By signing the Agreement the this Agreement, Executive acknowledges that he she intends to waive and release any such rights known or unknown he she may have against the Company Releasees under these and any other lawsas of the date of Executive’s execution of this Agreement; provided, that the that, Executive does not waive or release (i) claims with respect to the right to 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 the AgreementCompany, (iii) any rights to indemnification provided for by any applicable insurance policy or the Company’s charter or by-laws or under the Indemnification Agreement between the Parties dated as of [ ], or (iv) claims which Executive may have solely by virtue of her status as a shareholder of the Company. B. The Executive acknowledges that he she has not filed any complaint, charge, claim or proceeding against any of the Company Releasees before any local, state or federal agency, court or other body relating to his her employment or the resignation termination thereof (each individually a "“Proceeding"”). The Executive represents that he she is not aware of any basis on which such a Proceeding could reasonably be instituted. C. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("EEOC"). Further, the Executive understands that by entering into the Agreement, he will be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 7 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in Section 7 of the Agreement (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. D. The Executive acknowledges that he she has been advised that he has given twenty-one (21) calendar days from the date of receipt of the this Agreement to consider all of the provisions of the this Agreement and he she does hereby knowingly and voluntarily waive said given some or all of such twenty-one (21) day period. Notwithstanding such waiver, the Executive further acknowledges and agrees that more than twenty-one (21) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE SHE HAS READ THE THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, TO CONSULT AN ATTORNEY AND THAT SHE HAS IN FACT, CONSULTED AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX FACT BEEN ADVISED BY COUNSEL OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXX, P.A., HER CHOICE AND THAT SHE FULLY UNDERSTANDS THAT BY SIGNING BELOW HE SHE IS GIVING UP CERTAIN RIGHTS WHICH HE SHE MAY HAVE TO XXX OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED IN THIS SECTION 7 5 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE SHE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE THIS AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. E. The D. Executive shall have seven calendar days from the date of his her execution of the this Agreement to revoke the this Agreement, including the release given under this Section 7 5 with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA) (the “Revocation Period”). Notwithstanding anything Such revocation must be in the Agreement writing and delivered to the contrary, if Company’s General Counsel at the address set forth in Section 7A below prior to the expiration of the Revocation Period. If Executive revokes the this Agreement pursuant to the preceding sentence including, without limitation, the release given under this Section 75, the Executive will be deemed not to have accepted the terms of the this Agreement, no action will be required of and neither Executive nor the Company or the Executive under shall be bound by any Section of the this Agreement, and the Agreement shall be null and void in its entirety. F. Notwithstanding the foregoing, the Executive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of the Company, the laws of the State of Delaware, any indemnification agreement between the Executive and the Company or any insurance coverage maintained by or on behalf of the Company.

Acknowledgment and Release. A. In consideration of the Company's ’s execution of this Agreement and the Agreement, and except with respect to obligations as set forth herein upon the Company's obligations arising under or preserved in the Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to the Executive's ’s employment or termination of employment with, or his serving in any capacity in respect of, of any member of the Company Group, both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director officer, director, agent, attorney, representative, trustee, administrator or officer fiduciary of any member of the Company Group (collectively, the "“Company Releasees")”) up to and including the date of Executive’s execution of this Agreement, including, without limitation, any claim for any severance benefit which or other benefits which, but for the Agreement this 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 any complaint, charge or cause of action arising out of his employment with the Company Group under under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 ("“ADEA," ”, a law which prohibits discrimination on the basis of ageage against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the 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, all as amended; , and all other federal, state and local lawsstatutes, ordinances, regulations and the common law. By signing the Agreement the this Agreement, Executive acknowledges that he intends to waive and release any such rights known or unknown he may have against the Company Releasees under these and any other lawsas of the date of Executive’s execution of this Agreement; provided, that the that, Executive does not waive or release (i) claims with respect to the right to 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 the AgreementCompany, (iii) any rights to indemnification provided for by any applicable insurance policy or the Company’s charter or by-laws or under the Indemnification Agreement between the Parties dated as of [ ], or (iv) claims which Executive may have solely by virtue of his status as a shareholder of the Company. B. The Executive acknowledges that he has not filed any complaint, charge, claim or proceeding against any of the Company Releasees before any local, state or federal agency, court or other body relating to his employment or the resignation termination 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. C. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("EEOC"). Further, the Executive understands that by entering into the Agreement, he will be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 7 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in Section 7 of the Agreement (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. D. The Executive acknowledges that he has been advised that he has given twenty-one (21) calendar days from the date of receipt of the this Agreement to consider all of the provisions of the this Agreement and he does hereby knowingly and voluntarily waive said given some or all of such twenty-one (21) day period. Notwithstanding such waiver, the Executive further acknowledges and agrees that more than twenty-one (21) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, TO CONSULT AN ATTORNEY AND THAT HE HAS IN FACT, CONSULTED AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX FACT BEEN ADVISED BY COUNSEL OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXX, P.A., HIS CHOICE AND THAT HE 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 COMPANY RELEASEES, AS DESCRIBED IN THIS SECTION 7 5 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE THIS AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. E. The D. Executive shall have seven calendar days from the date of his execution of the this Agreement to revoke the this Agreement, including the release given under this Section 7 5 with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA) (the “Revocation Period”). Notwithstanding anything Such revocation must be in the Agreement writing and delivered to the contrary, if Company’s General Counsel at the address set forth in Section 7A below prior to the expiration of the Revocation Period. If Executive revokes the this Agreement pursuant to the preceding sentence including, without limitation, the release given under this Section 75, the Executive will be deemed not to have accepted the terms of the this Agreement, no action will be required of and neither Executive nor the Company or the Executive under shall be bound by any Section of the this Agreement, and the Agreement shall be null and void in its entirety. F. Notwithstanding the foregoing, the Executive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of the Company, the laws of the State of Delaware, any indemnification agreement between the Executive and the Company or any insurance coverage maintained by or on behalf of the Company.

Acknowledgment and Release. A. In consideration of the Company's ’s execution of the Agreement, and except with respect to the Company's ’s obligations arising under or preserved in the AgreementAgreement and the Option Agreements, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to the Executive's ’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, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director or officer of any member of the Company Group (collectively, the "“Releasees"”), including, without limitation, any claim for any severance benefit which but for the Agreement might have been due the Executive under any previous agreement agreement, including the Employment Agreement, executed by and between any member of the Company Group and the Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 ("“ADEA," ” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, all as amended; and all other federal, state and local laws. By signing the Agreement 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 Executive does not waive or release claims with respect to the right to enforce the Agreement. B. 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. C. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("“EEOC"”). Further, the Executive understands that by entering into the Agreement, he will be limiting the availability of certain remedies that he may have against the Company and also limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 7 8 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in Section 7 8 of the Agreement (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOCEEOC with respect to ADEA. D. The Executive acknowledges that he has been advised that he has given twenty-one (21) days from the date of receipt of the Agreement to consider all the provisions of the Agreement and he does hereby knowingly and voluntarily waive said given twenty-one (21) day period. Notwithstanding such waiver, the Executive further acknowledges and agrees that more than twenty-one (21) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED TO CONSULT AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXX, P.A., 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 SECTION 7 8 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. E. The Executive shall have seven days from the date of his execution of the Agreement to revoke the Agreement, including the release given under this Section 7 8 with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). Notwithstanding anything in the Agreement to the contrary, if If the Executive revokes the Agreement pursuant to the preceding sentence including, without limitation, the release given under this Section 78, the Executive will be deemed not to have accepted the terms of the Agreement, no including any action will be required of the Company or the Executive under by any Section of the Agreement, and the Agreement shall be null and void in its entirety. F. Notwithstanding the foregoing, the Executive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of the Company, the laws of the State of Delaware, any indemnification agreement between the Executive and the Company or any insurance coverage maintained by or on behalf of the Company. G. Except as expressly set forth in this Agreement, the Company on behalf of itself and the members of the Company Group hereby release, remise and acquit the Executive and his successors, assigns, heirs and advisers (collectively, the “Executive Releasees”), jointly and severally, from (i) any and all claims, known or unknown, which the Company Group has or may have against any of such Executive Releasees based upon any matter or thing occurring on or prior to the date of this Agreement; and (ii) any and all liabilities which any of such Executive Releasees may have to the Company Group arising from or relating to: the Executive’s employment relationship with or services in any and all capacities to the Company Group (collectively “Company Claims”). The Company Group further agrees that neither the Company nor any member of the Company Group will file or permit to be filed any such claim. Notwithstanding the foregoing, this Section 8G (the Company Group Release) shall not apply to any Company Claim that the Company Group may have against any of the Executive Releasees: (i) for the performance by the Executive of his agreements and other obligations under this Agreement; or (ii) as a result of any criminal conduct, including any act of fraud, theft or violation of any governmental regulations or law, committed by the Executive that, individually or in the aggregate, results, or in the good faith judgment of the Board could result in material monetary damage to the Company or any member of the Company Group.

Acknowledgment and Release. A. (a) In consideration of the Company's execution of the this Agreement, and except with respect to the Company's obligations arising under or preserved in the this Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to the Executive's employment or termination of employment withthereof, or his serving in any capacity in respect of, any member of the Company GroupCompany, both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director or officer of any member of the Company Group (collectively, the "Releasees")Company, including, without limitation, (i) any claim for any bonus for 2001; (ii) any claim for any severance benefit which but for the this 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 (iii) any complaint, complaint charge or cause of action arising out of his the Executive's employment with the Company Group or termination thereof under the Age Discrimination in Employment Act of 1967 ("ADEA," a law which prohibits discrimination on the basis of age"), as amended; the National Labor Relations Act, as amended; the Civil Rights Act of 1991; 42 U.S.C. 1981, as amended; the Americans With Disabilities Act of 1990, ; Title VII of the Civil Rights Act of 1964, as amended; the Employee Retirement Income Security Act of 1974, all as amended; and all any other federal, state and local human rights laws. By signing the this Agreement 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, however, that the Executive does not waive or release (i) any claims with respect to the right to enforce the Agreementthis Agreement or (ii) any right to COBRA continuation coverage or other continuation coverage provided under any other applicable law. B. (b) The Executive acknowledges that he has not filed filed, nor will he initiate or cause to be initiated on his behalf, any complaint, charge, claim or proceeding against any the Company or, including, without limitation, each of the Releasees its parents, affiliates and subsidiaries before any local, state or federal agency, court or other body relating to his employment or the resignation thereof (each individually a "Proceeding"), nor will he participate in any Proceeding, in each case, except as required by law. The Executive represents that he is not aware of any basis on which such a Proceeding could reasonably be instituted. C. . The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("EEOC"). Further, the The Executive understands that by entering into the this Agreement, he will be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 7 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in Section 7 of the Agreement (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOCCompany. D. (c) The Executive acknowledges that he has been advised that he has given twenty-one (21) days from the date of receipt of the this Agreement to consider all the provisions of the this Agreement and he does hereby knowingly and voluntarily agrees to waive said given the twenty-one (21) day periodperiod provided under ADEA. Notwithstanding such waiverHe acknowledges that he has read this Agreement carefully, has been advised to consult an attorney, and fully understands that by signing below he is giving up certain rights which he may have to sue or assert a claim against the Company, as described in this Sexxxon 6 and the other provisions hereof. The Executive acknowledges that he has not been forced or pressured in any manner whatsoever to sign this Agreement and the Executive further acknowledges and agrees that more than twenty-one (21) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXX, P.A., 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 SECTION 7 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILYto all of its terms voluntarily. E. (d) The Executive shall have seven (7) days from the date of his execution of the this Agreement to revoke this Agreement (the Agreement"Rescission Period"). If the Executive revokes this Agreement within the Rescission Period he will not be entitled to the payments and other benefits provided under Section 2 hereof, including except as otherwise required by law. (e) In the release given under event the Executive initiates or voluntarily participates in any Proceeding, or if he violates any of the terms and conditions of this Section 7 with respect to all claims referred to herein Agreement (including, but not limited to, the post-termination obligations set forth in Sections 3, 4 and 5 hereof) or breaches any representation contained herein, or if he revokes this Agreement within the Rescission period, the Company may, in addition to any other remedies it may have, reclaim any amounts paid to him under the provisions of this Agreement without limitation, any and all claims arising under ADEAwaiving the release granted herein (except that such release shall be waived in the case of revocation during the Rescission Period). . (f) Notwithstanding anything in the Agreement contained herein to the contrary, if the Company shall continue to indemnify and hold the Executive revokes the Agreement harmless pursuant to the preceding sentence including, without limitation, the release given under this Section 7, the Executive will be deemed not to have accepted the terms Company's Certificate of the Agreement, no action will be required of the Company or the Executive under any Section of the AgreementIncorporation and By Laws, and the Agreement Executive shall be null and void in its entirety. F. Notwithstanding continue to enjoy the foregoing, benefits of the Executive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of liability insurance policies maintained by the Company, for the laws benefit of its directors and officers, including the State of DelawareExecutive, any indemnification agreement between in each case, subject to the Executive terms, conditions and the Company or any insurance coverage maintained by or on behalf of the Companylimitations contained therein.

Acknowledgment and Release. A. In consideration of the Company's execution of the this Agreement, and except with respect to the Company's obligations arising under or preserved in the this Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of 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, both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director or officer of any member of the Company Group or any employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company, and the trustees, administrators, fiduciaries and agents of any such plans (collectively, the "Releasees"), including, without limitation, any claim for or in respect of equity of the Company and any claim for severance benefit benefits which but for the this Agreement might have been due the Executive under any previous agreement executed by and between any member of the Company Group and the ExecutiveExecutive or under the Severance Plan, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 ("ADEA," a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, all as amended; and all other federal, state and local laws. By signing the this Agreement 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 Executive does not waive or release claims with respect to (x) the right to enforce this Agreement or (y) any vested right the Executive may have under any employee pension or welfare benefit plan of the Company. B. In consideration of the Executive's execution of the Agreement, and except with respect to the Executive's obligations arising under the Agreement, the Company, for and on behalf of itself, each of the other members of the Company Group and all of their respective successors and assigns (collectively, the "Company Releasing Parties"), hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to the Executive's employment or termination of employment with, his serving in any capacity in respect of, or his status at any time as a holder of any securities of, any member of the Company Group, both known and unknown, in law or in equity (collectively "Complaints"), which any Company Releasing Party may now have or ever had against the Executive, his heirs and assigns (collectively, the "Executive Releasees"), other than any Complaints that arise out of the Executive's intentional misconduct or other acts or omissions for which the Executive would not be entitled to indemnification under the Company's charter and by-laws, in each case that are not known on the date hereof. By signing the Agreement, the Company acknowledges that, except as specifically provided in the immediately preceding sentence, it intends to waive and release any rights, known or unknown, the Company Releasing Parties may have against the Executive Releasees under any laws; provided, that the Company does not waive or release claims with respect to the right to enforce the Agreement. B. C. 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. C. D. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("EEOC"). Further, the Executive understands that by entering into the this Agreement, he will be limiting the availability of certain remedies that he may have against the Company and also limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 7 6 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in this Section 7 of the Agreement 6 (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOCEEOC with respect to ADEA. D. E. The Executive acknowledges that he has been advised that he has given twenty-one (21) days from the date of receipt of the this Agreement to consider all the provisions of the this Agreement and he does hereby knowingly and voluntarily waive said given twenty-one (21) day period. Notwithstanding such waiver, the Executive further acknowledges and agrees that more than twenty-one (21) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TOTO CONSULT, AND HAS IN FACT, CONSULTED CONSULTED, AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX RICHARD JON CONTANT OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXXFIRM CONTANT, P.A.ATKINS & FEDE, L.L.C., AND FULLY UNDERSTANDS THAT FXXXX XXXXXXXXXXX XXAT BY SIGNING BELOW HE IS GIVING XX XXVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO XXX SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN THIS TXXX SECTION 7 6 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE THIS AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. E. F. The Executive shall have seven (7) days from the date of his execution of the this Agreement to revoke the this Agreement, including the release given under this Section 7 6 with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). Notwithstanding anything in the Agreement to the contrary, if If the Executive revokes the this Agreement pursuant to the preceding sentence including, without limitation, the release given under this Section 76, the Executive will be deemed not to have accepted the terms of the this Agreement, no including any action will be required of the Company or the Executive under by any Section of the this Agreement, and the Agreement shall be null and void in its entirety. F. Notwithstanding the foregoing, the Executive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of the Company, the laws of the State of Delaware, any indemnification agreement between the Executive and the Company or any insurance coverage maintained by or on behalf of the Company.

Acknowledgment and Release. A. (a) In consideration of the Company's execution of the this Agreement, and except with respect to the Company's obligations arising under or preserved in the this Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of 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, both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director or officer of any member of the Company Group (collectively, the "Releasees"), including, without limitation, any claim for any severance benefit which but for under the Employment Agreement might have been due or the Executive under any previous agreement executed by and between any member of the Company Group and the ExecutiveAward Agreement, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 ("ADEA," a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, all as amended; and all other federal, state and local laws. By signing the this Agreement 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; providedPROVIDED, HOWEVER, that the Executive does not waive or release claims with respect to the right to enforce the this Agreement. B. The (b) 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. C. The (c) Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("EEOC"). Further, the Executive understands that by entering into the this Agreement, he will be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 7 8 shall prevent the Executive from (ix) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in Section 7 of the Agreement 8 (but no other portion of such waiver); or (iiy) initiating or participating in an investigation or proceeding conducted by the EEOCEEOC with respect to ADEA. D. The (d) Executive acknowledges that he has been advised that he has given twenty-one (21) days from the date of receipt of the this Agreement to consider all the provisions of the this Agreement and he does hereby knowingly and voluntarily waive said given twenty-one (21) day period. Notwithstanding such waiver, the Executive further acknowledges and agrees that more than twenty-one (21) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED TO CONSULT AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXX, P.A., AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO XXX SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN THIS XXXS SECTION 7 8 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE THIS AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. E. The (e) Executive shall have seven days from the date of his execution of the this Agreement to revoke the this Agreement, including the release given under this Section 7 8 with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). Notwithstanding anything in the Agreement to the contrary, if the If Executive revokes the this Agreement pursuant to the preceding sentence including, without limitation, the release given under this Section 78, the Executive will be deemed not to have accepted the terms of the this Agreement, and no action will be required of the Company or the Executive under any Section of the this Agreement, and the Agreement shall be null and void in its entirety. F. Notwithstanding the foregoing, the Executive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of the Company, the laws of the State of Delaware, any indemnification agreement between the Executive and the Company or any insurance coverage maintained by or on behalf of the Company.

Acknowledgment and Release. A. In consideration of the Company's ’s execution of this Agreement and the Agreement, and except with respect to obligations as set forth herein upon the Company's obligations arising under or preserved in the Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to the Executive's ’s employment or termination of employment with, or his serving in any capacity in respect of, of any member of the Company Group, both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director officer, director, agent, attorney, representative, trustee, administrator or officer fiduciary of any member of the Company Group (collectively, the "“Company Releasees")”) up to and including the date of Executive’s execution of this Agreement, including, without limitation, any claim for any severance benefit which or other benefits which, but for the Agreement this 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 any complaint, charge or cause of action arising out of his employment with the Company Group under under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 ("“ADEA," ”, a law which prohibits discrimination on the basis of ageage against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the 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 lawsstatutes, ordinances, regulations and the common law. By signing the Agreement the this Agreement, Executive acknowledges that he intends to waive and release any such rights known or unknown he may have against the Company Releasees under these and any other lawsas of the date of Executive’s execution of this Agreement; provided, that the that, Executive does not waive or release (i) claims with respect to the right to 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 the AgreementCompany, (iii) any rights to indemnification provided for by any applicable insurance policy or the 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 Company. B. The Executive acknowledges that he has not filed any complaint, charge, claim or proceeding against any of the Company Releasees before any local, state or federal agency, court or other body relating to his employment or the resignation termination 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. C. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("EEOC"). Further, the Executive understands that by entering into the Agreement, he will be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 7 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in Section 7 of the Agreement (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. D. The Executive acknowledges that he has been advised that he has given twenty-one (21) calendar days from the date of receipt of the this Agreement to consider all of the provisions of the this Agreement and he does hereby knowingly and voluntarily waive said given some or all of such twenty-one (21) day period. Notwithstanding such waiver, the Executive further acknowledges and agrees that more than twenty-one (21) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, TO CONSULT AN ATTORNEY AND THAT HE HAS IN FACT, CONSULTED AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX FACT BEEN ADVISED BY COUNSEL OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXX, P.A., HIS CHOICE AND THAT HE 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 COMPANY RELEASEES, AS DESCRIBED IN THIS SECTION 7 5 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE THIS AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. E. The D. Executive shall have seven calendar days from the date of his execution of the this Agreement to revoke the this Agreement, including the release given under this Section 7 5 with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA) (the “Revocation Period”). Notwithstanding anything Such revocation must be in the Agreement writing and delivered to the contrary, if Company’s General Counsel at the address set forth in Section 7A below prior to the expiration of the Revocation Period. If Executive revokes the this Agreement pursuant to the preceding sentence including, without limitation, the release given under this Section 75, the Executive will be deemed not to have accepted the terms of the this Agreement, no action will be required of and neither Executive nor the Company or the Executive under shall be bound by any Section of this Agreement. E. It is the Agreementintention of the Parties that this Agreement should be effective as a bar to each and every claim, demand and cause of action stated above. In furtherance of this intention, Executive hereby expressly waives any and all rights and benefits conferred upon Executive by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consents that the release of claims set forth in this Agreement shall be null given full force and void in effect according to each and all of its entiretyexpress terms and provisions, including those relating to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action referred to above. SECTION 1542 provides: “GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. F. Notwithstanding the foregoing, the Executive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of the Company, the laws of the State of Delaware, any indemnification agreement between the Executive and the Company or any insurance coverage maintained by or on behalf of the Company”.

Acknowledgment and Release. A. In consideration Employee acknowledges that the payments and benefits he is to receive pursuant to this Agreement shall be in full satisfaction of the Company's execution all claims, demands, causes of the Agreementaction, and except with respect to damages, if any, against WESCO and its past and present parent company, subsidiaries, affiliates, shareholders, directors, officers, employees, agents, insurers, predecessors, successors and assigns (collectively, “the Company's obligations arising under or preserved in the Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action Released Parties”) arising out of or relating to Employee’s employment with WESCO. Except for the Executive's employment or termination of employment with, or his serving in any capacity in respect of, any member obligations of the Company Grouprespective parties under this Agreement, Employee does, for himself and his heirs, personal representatives, successors and assigns, hereby irrevocably release and forever discharge the Released Parties of and from any and all manner of actions, causes of action, claims, suits, debts, dues, sums of money, controversies, agreements, promises, demands and damages whatsoever, both known at law and unknown, in law or in equity, which the Executive may now have known or ever had against unknown, arising under any member of the Company Group federal, state or local law, rule, ordinance or regulation (including any shareholdercommon law and including, employee, director or officer of any member of the Company Group (collectivelybut not limited to, the "Releasees"), including, without limitation, any claim for any severance benefit which but for the 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 any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Civil Rights Act of 1967 ("ADEA," a law which prohibits discrimination on the basis of age)1964, as amended, the National Labor Relations ActCivil Rights Act of 1866, as amended, the Civil Rights Act of 1991, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the Americans With with Disabilities Act of 1990Act, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, all as amended; , and all other federal, any similar state and local laws. By signing ), which he now has or ever had or may in the Agreement future have, arising out of or relating to any matter, cause or thing whatsoever from the Executive acknowledges that he intends to waive and release any rights known or unknown he may have against beginning of the Releasees under these and any other laws; provided, that the Executive does not waive or release claims with respect world to the right to enforce the Agreement. B. The Executive acknowledges that he has not filed any complaintdate of this Agreement for, chargeon account of, claim relating to, 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. C. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceedingtransactions, including any Proceeding conducted by matters or events that have occurred prior to the Equal Employment Opportunity Commission Effective Date of this Agreement ("EEOC"as defined below). FurtherEmployee further agrees that he shall not be entitled to benefit from any charge or complaint filed by him or on his behalf, based upon claims arising from or attributable in any way to his employment with WESCO or the Executive termination thereof, before any federal, state or local court or administrative agency, and Employee waives his right to any such monetary or other relief. This release is unqualified and covers any type of relief, no matter how labeled, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering or mental anguish, costs, attorneys’ fees and expenses and claims to be reinstated to employment with WESCO. Employee understands that by entering into the Agreement, he will be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 7 shall prevent the Executive Agreement prevents or precludes him from (i) initiating challenging or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging seeking a determination in good faith of the validity of the waiver of his claims solely under ADEA the Age Discrimination in Employment Act contained in Section 7 of the Agreement (but no other portion of such waiver); this Agreement, nor does it impose any condition precedent, penalties, or (ii) initiating costs for doing so, unless specifically authorized by federal law. Employee and WESCO acknowledge and agree that this release does not affect Employee's rights, if any, to indemnification from WESCO and WESCO’s direct or participating in an investigation or proceeding conducted by the EEOC. D. The Executive acknowledges that he has been advised that he has twenty-one (21) days from the date of receipt of the Agreement indirect subsidiaries pursuant to consider all the provisions of WESCO’s (or any of WESCO’s subsidiaries’) articles of incorporation or by-laws or any directors and officers liability insurance policies maintained by WESCO, in each case subject to the Agreement terms and he does hereby knowingly and voluntarily waive said given twentyconditions imposed by the articles of incorporation, by-one (21) day period. Notwithstanding such waiverlaws, the Executive further acknowledges insurance contracts and agrees that more than twenty-one (21) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXX, P.A., 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 SECTION 7 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILYapplicable law. E. The Executive shall have seven days from the date of his execution of the Agreement to revoke the Agreement, including the release given under this Section 7 with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). Notwithstanding anything in the Agreement to the contrary, if the Executive revokes the Agreement pursuant to the preceding sentence including, without limitation, the release given under this Section 7, the Executive will be deemed not to have accepted the terms of the Agreement, no action will be required of the Company or the Executive under any Section of the Agreement, and the Agreement shall be null and void in its entirety. F. Notwithstanding the foregoing, the Executive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of the Company, the laws of the State of Delaware, any indemnification agreement between the Executive and the Company or any insurance coverage maintained by or on behalf of the Company.

Acknowledgment and Release. A. In consideration of the Company's ’s execution of the Termination Agreement, and except with respect to the Company's ’s obligations arising under or preserved in the Termination Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any all common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to the Executive's ’s employment or termination of employment with, or his serving in any capacity in respect of, any member of the Company GroupGroup (as defined in the Termination Agreement), both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director or officer of any member of the Company Group (collectively, the "“Releasees"”), including, without limitation, any 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 any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 ("“ADEA," ” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, all as amended; and all other federal, state and local laws. By signing the Agreement this Release the Executive acknowledges that he intends to waive and release any all rights known or unknown he may have against the Releasees under these and any other laws; provided, that the Executive does not waive or release claims with respect to the right to enforce this Release or the Termination Agreement. B. 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. C. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("EEOC"). Further, the Executive understands that by entering into the Agreement, he will be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 7 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in Section 7 of the Agreement (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. D. The Executive acknowledges that he has been advised that he has twenty-one (21) days from the date of receipt of the Agreement to consider all the provisions of the Agreement and he does hereby knowingly and voluntarily waive said given twenty-one (21) day period. Notwithstanding such waiver, the Executive further acknowledges and agrees that more than twenty-one (21) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXX, P.A., 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 SECTION 7 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. E. The Executive shall have seven days from the date of his execution of the Agreement to revoke the Agreement, including the release given under this Section 7 with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). Notwithstanding anything in the Agreement to the contrary, if the Executive revokes the Agreement pursuant to the preceding sentence including, without limitation, the release given under this Section 7, the Executive will be deemed not to have accepted the terms of the Agreement, no action will be required of the Company or the Executive under any Section of the Agreement, and the Agreement shall be null and void in its entirety. F. Notwithstanding the foregoing, the Executive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of the Company, the laws of the State of Delaware, any indemnification agreement between the Executive and the Company or any insurance coverage maintained by or on behalf of the Company.

Acknowledgment and Release. A. In consideration of the Company's ’s execution of the Agreement, and except with respect to the Company's ’s obligations arising under or preserved in the Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any all common law, statutory or and other complaints, claims, charges or and causes of 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 Groupnature whatsoever, both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director or officer of any member of the Company Group (collectively, the "“Releasees"”), including, without limitation, all complaints, claims, charges and causes of action arising out of or relating to the Executive’s employment or termination of employment with, status as a shareholder of or serving in any claim for any severance benefit which but for the Agreement might have been due the Executive under any previous agreement executed by and between capacity in respect of, any member of the Company Group and the Executiveall complaints, claims, charges and any complaint, charge or cause causes of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 ("the “ADEA," ” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, 1990 and Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, all as amended; , and all other federal, state and local lawslaws and in the nature of contract law or tort law. By signing the Agreement 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 Executive does not waive or release claims with respect to the right to enforce the this Agreement. B. 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. C. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("“EEOC"”). Further, the Executive understands that by entering into the this Agreement, he will be limiting the availability of certain remedies that he may have against the Company and also limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 7 6 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against any member of the Company Group before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under the ADEA contained in Section 7 6 of the this Agreement (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOCEEOC with respect to the ADEA. D. The Executive acknowledges that he has been advised that he has twenty-one (21) given 21 days from the date of receipt of the this Agreement to consider all the provisions of the Agreement this Agreement, and he does hereby knowingly and voluntarily waive said given twenty21-one (21) day period. Notwithstanding such waiver, the Executive further acknowledges and agrees that more than twenty-one (21) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED TO CONSULT AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXX, P.A., 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 SECTION 7 6 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE THIS AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. E. The Executive shall have seven days from the date of his execution of the this Agreement to revoke the Agreement, including the release given under this Section 7 6 with respect to all claims referred to herein (including, without limitation, any and all claims arising under the ADEA). Notwithstanding anything in the Agreement to the contrary, if If the Executive revokes the this Agreement pursuant to the preceding sentence including, without limitation, the release given under this Section 76, the Executive will be deemed not to have accepted the terms of the this Agreement, no including any action will be required of the Company or the Executive under any Section of the Agreement, and the Agreement shall be null and void in its entirety. F. Notwithstanding the foregoing, the Executive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of the Company, the laws PIHI or any member of the State Company Group by any Section of Delaware, any indemnification agreement between the Executive and the Company or any insurance coverage maintained by or on behalf of the Companythis Agreement.

Acknowledgment and Release. A. In consideration of the Company's execution of the Agreement, and except with respect to the Company's obligations arising under or preserved in the Agreement, the Executive, (a) The Corporation for and on behalf of himself itself, its Affiliated Companies, and his heirs the directors, officers, agents, consultants and assignsassigns of the Corporation and its Affiliated Companies (collectively, "Corporation Released Parties") hereby waives unconditionally and forever waives, discharges and releases any common law, statutory or other complaintscomplaint, claimsclaim, charges demand, obligation, liability or causes cause of action that the Corporation or any Corporation Released Party has, may have had or now has against the Executive or his dependents, heirs, legal representatives, administrators, agents, executors, successors and assigns (collectively, the "Executive Released Parties") arising out of or relating to the Executive's employment employment, or termination of employment withthereof, with the Corporation, or his serving in any capacity in respect of, any member of the Company GroupCorporation or any of the Affiliated Companies, both whether known and or unknown, in law or in equity, including, but not limited to, any complaint, claim, demand, obligation, liability or cause of action arising under any federal, state or local law or ordinance, tort, contract, or breach of public policy theory, or alleged violation of any other legal, contractual or fiduciary obligation. Anything herein to the contrary notwithstanding, nothing herein shall release any Executive Released Party from any claims or damages based on (i) any right or claim the Corporation may have pursuant to this Agreement, (ii) any right or claim that arises out of conduct of the Executive occurring after the Effective Date, (iii) any right the Corporation may have to obtain contribution as permitted by law in the event of entry of judgment against it as a result of any act or failure to act for which the Corporation and the Executive are jointly liable, or (iv) any criminal conduct by the Executive. (b) The Executive for himself and on behalf of any Executive Released Party hereby unconditionally and forever waives, discharges and releases any common law, statutory or other complaint, claim, demand, obligation, liability or cause of action that the Executive or any Executive Released Party has, may have had or now have has against the Corporation or ever had against any member Corporation Released Party arising out of or relating to the Executive's employment, or termination thereof, with the Corporation, or his serving in any capacity in respect of the Company Group Corporation or any shareholder, employee, director or officer of any member of the Company Group (collectivelyAffiliated Companies, the "Releasees")whether known or unknown, in law or in equity, including, without limitationbut not limited to, any claim for complaint, claim, demand, obligation, liability or cause of action regarding any severance benefit which but for the this Agreement might have been due the Executive under any previous agreement executed by and between the Corporation or any member of the Company Group Affiliated Companies and the Executive, and any complaint, charge claim, demand, obligation, liability or cause of action arising out of his employment employment, or termination thereof, with the Company Group Corporation under the Age Discrimination in Employment Act of 1967 ("ADEA," a law which prohibits discrimination termination on the basis of age), as amended (including the Older Workers Benefit Protection Act); the National Labor Relations Act, as amended; the Civil Rights Act of 1991; 42 U.S.C. 1981, as amended; the Americans With with Disabilities Act of 1990, ; Title VII of the Civil Rights Act of 1964, as amended; the Employee Retirement Income Security Act of 1974, all as amendedamended (except for any claim which cannot be waived by law); the New York State Human Rights Act, the New York State Labor Laws; and all any other federal, state and local laws. By signing Anything herein to the Agreement contrary notwithstanding, nothing herein shall release the Corporation or any Corporation Released Party from any claims or damages based on (i) any right or claim the Executive acknowledges that he intends to waive and release any rights known or unknown he may have against pursuant to this Agreement, (ii) any right or claim that arises out of conduct occurring after the Releasees under these and Effective Date, (iii) any other laws; provided, right that the Executive does not waive may have to benefits or release claims entitlements under the Health Benefit Plans, the SERP, the Stock Options, and the awards with respect to the Restricted Stock, as contemplated in Section 2 of this Agreement, (iv) any right that the Executive may have to enforce benefits or entitlements under any other qualified pension plans and any conversion or continuation rights under any other welfare plans of which the AgreementExecutive was a participant as of the Effective Date, or (v) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against him as a result of any act or failure to act for which the Executive and the Corporation are jointly liable. B. The (c) As of the Effective Date, the Executive acknowledges and the Corporation acknowledge that he has they have not filed or assigned to any other party any complaint, charge, claim or proceeding against each other or any of the Releasees Corporation Released Party or Executive Released Party before any local, state or federal agency, court or other body relating to his employment or the resignation thereof any claims released herein (each individually a "Section 4 Proceeding"). The Executive represents and the Corporation represent that he is they are not aware of any basis on which such a Section 4 Proceeding could reasonably be instituted. C. (i) The Executive (iA) acknowledges that he will not initiate or cause to be initiated on his behalf any Section 4 Proceedings and will not participate in any Section 4 Proceeding, in each case, except as required by law; and (iiB) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Section 4 Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("EEOC"). Further, the Executive understands that by entering into the this Agreement, he will be limiting the availability of certain remedies that he may might have against the Company Corporation and limiting also his ability to pursue certain claims released herein against the Releasees. Corporation Released Parties. (ii) Notwithstanding the aboveforegoing, nothing in this Section 7 4 shall prevent the Executive from (iA) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company Corporation before the EEOC or any local, state or federal agency, court or other body of competent jurisdiction challenging the validity of the waiver of his claims under ADEA contained in Section 7 4 of the this Agreement (but no other portion of such waiver); or (iiB) initiating or participating in an investigation or proceeding conducted by the EEOCEEOC with respect to ADEA. Notwithstanding the foregoing, if the Executive exercises any right with respect to ADEA under Section 4 of this Agreement, the Corporation shall have all of the defenses that would otherwise have been available to it in the absence of this Agreement. D. (e) The Executive Corporation (i) acknowledges that he has been advised that he has twenty-one it will not initiate or cause to be initiated on its behalf any Section 4 Proceedings and will not participate in any Section 4 Proceeding, in each case, except as required by law; and (21ii) days waives any right it may have to benefit in any manner from the date any relief (whether monetary or otherwise) arising out of receipt of the Agreement to consider all the provisions of the Agreement and he does hereby knowingly and voluntarily waive said given twenty-one (21) day periodany Section 4 Proceeding. Notwithstanding such waiverFurther, the Corporation understands that by entering into this Agreement, it will be limiting the availability of certain remedies that it might have against the Executive further acknowledges and agrees that more than twenty-one limiting also its ability to pursue certain claims released herein against the Executive Released Parties. (21f) days has passed since he received the Agreement containing the waivers set forth in this Section 7. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN GIVEN AND HAS WAIVED THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR AT LEAST 21 DAYS, THAT HE HAS READ THE THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY CORPORATION TO, AND HAS IN FACT, CONSULTED AN ATTORNEY, SPECIFICALLY XXXXXXX X. XXXXXXXXXX OF THE LAW OFFICES OF XXXXXXX X. XXXXXXXXXX, P.A., AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE HAVE, TO XXX OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEESCORPORATION RELEASED PARTIES, AS DESCRIBED IN THIS SECTION 7 AND THE OTHER PROVISIONS HEREOF4. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THE THIS AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. E. (g) The Executive shall have seven days (the "Revocation Period") from the date of his execution of the Agreement Effective Date to revoke the this Agreement, including the release given under this Section 7 4 with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). Notwithstanding anything in the Agreement to the contrary, if If the Executive revokes this Agreement within the Agreement pursuant to the preceding sentence Revocation Period including, without limitation, the release given under this Section 74, neither the Executive nor the Corporation will be deemed not to have accepted the terms of the this Agreement, no including without limitation any action will be required of the Company or the Executive under Corporation by any Section of the this Agreement, and the Agreement shall be null and void in its entirety. F. . Notwithstanding the foregoing, no act, or failure to act, by the Executive does not releasein consequence of the negotiation, discharge execution or waive any rights revocation of this Agreement shall be deemed to indemnification that he may have be a voluntary resignation by the Executive under the By-Laws Employment Agreement and no act, or failure to act, by the Executive in consequence of the Companynegotiation, execution or revocation of this Agreement shall provide the laws Corporation with grounds to terminate the Executive for Cause (as that term is defined in the Employment Agreement) pursuant to the Employment Agreement; provided, however, that if the Executive revokes this Agreement, his employment by the Corporation as President and Chief Executive Officer, his membership on the Board and his service in any offices or on any directorships of any Affiliated Companies shall nonetheless terminate as of the State of Delaware, any indemnification agreement between the Executive and the Company or any insurance coverage maintained by or on behalf of the Company.Effective Date.-