Common use of Acknowledgment and Release Clause in Contracts

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

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

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

Acknowledgment and Release. You hereby accept A. In consideration of the separation package provided under Company’s execution of the CIC Agreement and hereby release, discharge, the obligations as set forth herein upon the Company and agree to hold harmless certain of the Companies, their predecessors, successors, their boards of directors and their members, employees, officers, parent, shareholders, employee benefit plans and their Plan Administrators, trusts, trustees, heirs, successors, and assigns Company Releasees (hereinafter referred to in this Release collectively as the “Releasees”defined below), from all Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, liabilities, demands, and charges or causes of action at arising out of or relating to Executive’s employment or termination of employment with, his serving in any capacity in respect of any member of the Company Group, both known and unknown, in law or in equity, known which Executive may now have or unknownever had against any member of the Company Group or any shareholder, fixed employee, director or contingentofficer of any member of the Company Group (collectively, which you have, may have, will have, or claim to have against the Releasees as a result of your employment and/or this separation and the conclusion of your employment with the Releasees at any time “Company Releasees”) up to and including the date of the Executive’s execution of this letter agreementAgreement, excluding all claims that arise including, without limitation, any claim for any severance or other benefits which but for the Agreement might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of an asserted breach his employment with the Company Group under, by way of example and not limitation, the CIC Agreement. Your agreement pursuant to this General Executive Release and Waiver is hereinafter referred to as Age Discrimination in Employment Act of 1967 (“ADEA”), the “Release”. This includesNational Labor Relations Act, but is not limited tothe Civil Rights Act of 1991, claims arising under federalthe Americans With Disabilities Act of 1990, state, or local laws prohibiting employment discrimination, including Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act), the Employment Employee Retirement Income Security Act of 1974, as amended, the Equal Pay Family Medical Leave Act, the Fair Labor Standards Act, as amendedSecurities Act of 1933, the District Securities Exchange Act of Columbia Human Rights Act, as amended1934, the Maryland Human Relations New Jersey Conscientious Employee Protection Act, the New Jersey Law Against Discrimination, the New York Executive State Human Rights Law, as amended, the New York City Administrative CodeHuman Rights Law, all as amended; and all other federal, state and local statutes, ordinances, regulations and the common law. By signing the Agreement, Executive acknowledges that he intends to waive and release any such rights known or unknown he may have against the Company Releasees as of the date of Executive’s execution of this Agreement; provided, that, Executive does not waive or release (i) claims with respect to the right to enforce the Agreement, (ii) claims with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company, (iii) any rights under any vested stock option to purchase shares of common stock of the Company, after giving effect to Section 3 hereof (the “Vested Equity Awards”), or (iv) any rights to indemnification provided for by the Company’s charter or by-laws or under the Indemnification Agreement by and between the Company and Executive, dated as of August __ , 2009 (the “Indemnification Agreement”). B. 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 termination thereof (each individually a “Proceeding”). Executive represents that he is not aware of any basis on which such a Proceeding could reasonably be instituted. C. Executive acknowledges that he has been given twenty-one (21) calendar days from the date of receipt of the Agreement to consider all of the provisions of the Agreement and he does hereby knowingly and voluntarily waive some or all of such twenty-one (21) day period. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY AND THAT HE HAS IN FACT BEEN ADVISED BY COUNSEL OF HIS CHOICE AND THAT HE FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO D. Executive shall have seven calendar days from the date of his execution of the Agreement to revoke the Agreement, including the release given under this Section 8 with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). Such revocation must be in writing and delivered to the Company’s General Counsel at the address set forth in Section 10A below prior to the expiration of such seven day period. If Executive revokes the Agreement including, without limitation, the New York Labor Lawrelease given under this Section 8, as amendedExecutive will be deemed not to have accepted the terms of the Agreement, and neither Executive nor the Company shall be bound by any Section of the Agreement. E. In consideration of Executive’s execution of the Agreement, the District Company, for and on behalf of Columbia Wage Payment itself, each of the other members of the Company Group and Wage Collection Law, as amendedtheir respective successors and assigns (collectively, the Maryland Wage Payment “Company Releasing Parties”), hereby waives and Collection Actreleases any common law, as amendedstatutory or other complaints, claims growing claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with or his serving in any legal restrictions on an employer’s capacity in respect 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 Executive, his heirs and assigns (collectively, the “Executive Releasees”). By signing the 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 (1) the right to terminate its employees in enforce this Agreement, the Indemnification Agreement, the side letter between the Company and Executive dated as of August 11, 2009 that relates to the Securities Purchase Agreement between the Parties dated as of the same date, the Tax Benefit Preservation Plan dated August 10, 2009, or the plans and agreements governing the Vested Equity Awards or (2) the Company’s charter and by-laws, or (ii) any jurisdictionclaims, such as claims for wrongful demands, rights, judgments, defenses, actions, charges or constructive dischargecauses of action which are (1) based upon any acts or omissions of Executive that involve fraud, breach of fiduciary duty, gross negligence or intentional misconduct or arising out of facts that constitute a violation of criminal laws, (2) cross-claims against Executive in any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay, positionshareholder derivative lawsuit, or title while employed by the Releasees. Excluded from this Release are claims which cannot be lawfully waived, including the right to file an administrative charge of discrimination with federal or state agencies. You are, however, waiving all (3) any rights to monetary recovery in connection with any such charge. You specifically promise not to sue the Releasees in any forum for any of the above-mentioned claims, except that you may bring a lawsuit to challenge the validity of this letter agreement Company Group arising under the Age Discrimination in Employment Sxxxxxxx-Xxxxx Act (“ADEA”). If you violate this covenant, you will be required to pay the Releasees’ defense costs, including its reasonable fees; alternatively, at Nasdaq’s option, Nasdaq’s remaining obligations to pay severance money and/or benefits under the CIC Agreement shall cease, and you will be required to repay to Nasdaq upon demand all but $100.00 (one hundred dollars) of the payments and other benefits you received under the CIC Agreement. The above payment/repayment provisions do not apply in the event you sue the Releasees under the ADEA2002.

Acknowledgment and Release. You hereby accept A. In partial consideration of the separation package provided under Company's execution of the CIC Agreement and hereby release, dischargeRetirement Agreement, and agree except with respect to hold harmless the CompaniesCompany's obligations arising under or preserved in the Retirement Agreement, their predecessorsthe Executive, successorsfor and on behalf of himself and his heirs and assigns, their boards of directors hereby waives and their membersreleases any common law, employeesstatutory or other complaints, officers, parent, shareholders, employee benefit plans and their Plan Administrators, trusts, trustees, heirs, successors, and assigns (hereinafter referred to in this Release collectively as the “Releasees”), from all claims, liabilities, demands, and charges or causes of action at arising out of or relating to the Executive's employment or termination of employment with, or his serving in any capacity in respect of, any member of the Company Group, both known and unknown, in law or in equity, known which the Executive may now have or unknownever had against any member of the Company Group or any shareholder, fixed employee, director or contingentofficer of any member of the Company Group (collectively, the "RELEASEES"), including, without limitation, any claim for any severance benefit under any severance plan, policy or arrangement of the Company which you have, may have, will have, or claim to but for the Retirement Agreement might have against been due the Releasees as a result Executive including under any previous agreement executed by and between any member of your employment and/or this separation the Company Group and the conclusion Executive, including without limitation the MOU and the Retention Agreement, and any complaint, charge or cause of your action arising out of his employment with the Releasees at any time up to and including Company Group under the date Age Discrimination in Employment Act of 1967 ("ADEA," a law which prohibits discrimination on the execution basis of this letter agreementage), excluding all claims that arise out the National Labor Relations Act, the Civil Rights Act of an asserted breach 1991, the Americans With Disabilities Act of the CIC Agreement. Your agreement pursuant to this General Executive Release and Waiver is hereinafter referred to as the “Release”. This includes1990, but is not limited to, claims arising under federal, state, or local laws prohibiting employment discrimination, including Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act), the Employment Employee Retirement Income Security Act of 1974, all as amended; and all other federal, state and local laws. By signing this General Executive Release and Waiver (the "RELEASE") the Executive acknowledges that he intends to waive and release any rights known or unknown he may have against the Releasees under these and any other laws; PROVIDED, that the Executive does not waive or release claims with respect to the right to enforce the Retirement Agreement. Notwithstanding the foregoing, the Equal Pay ActExecutive does not release, discharge or waive any rights to indemnification that he may have under the By-Laws of the Company, the Fair Labor Standards Actlaws 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. 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 termination or retirement therefrom (each individually a "Proceeding"). The Executive represents that he is not aware of any basis on which such a Proceeding could reasonably be instituted. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceedings and will not participate in any Proceeding, in each case, except as amended, the District of Columbia Human Rights Act, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the District of Columbia Wage Payment required by law; and Wage Collection Law, as amended, the Maryland Wage Payment and Collection Act, as amended, claims growing (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any legal restrictions on an employer’s right Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission ("EEOC"). Further, the Executive understands that by entering into the Release, he will be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to terminate its employees in any jurisdiction, such as pursue certain claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay, position, or title while employed by against the Releasees. Excluded from this Release are claims which cannot be lawfully waived, including the right to file an administrative charge of discrimination with federal or state agencies. You are, however, waiving all rights to monetary recovery in connection with any such charge. You specifically promise not to sue the Releasees in any forum for any of Notwithstanding the above-mentioned claims, except that you may bring a lawsuit nothing in this Section 1 shall prevent the Executive from (i) initiating or causing to challenge 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 this letter agreement the waiver of his claims under ADEA contained in Section 1A of the Age Discrimination Release (but no other portion of such waiver); or (ii) initiating or participating in Employment Act an investigation or proceeding conducted by the EEOC. C. The Executive acknowledges that he has been advised that he has twenty-one (“21) days from the date of receipt of the Release to consider all the provisions of the Release and he does hereby knowingly and voluntarily waive said given twenty-one day period. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE RELEASE CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED 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 ANY OF THE RELEASEES, AS DESCRIBED IN XXXS SECTION 1 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. D. The Executive shall have seven (7) days from the date of his execution of the Release to revoke the Release, with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA”). If you violate this covenantthe Executive revokes the Release, you the Executive will be deemed not to have accepted the terms of the Retirement Agreement, and no action will be required to pay the Releasees’ defense costs, including its reasonable fees; alternatively, at Nasdaq’s option, Nasdaq’s remaining obligations to pay severance money and/or benefits under the CIC Agreement shall cease, and you will be required to repay to Nasdaq upon demand all but $100.00 (one hundred dollars) of the payments and other benefits you received Company under any section of the CIC Retirement Agreement. The above payment/repayment provisions do not apply in the event you sue the Releasees under the ADEA.