Common use of ADEA Release Clause in Contracts

ADEA Release. Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act (“ADEA”) and that this waiver and release is knowing and voluntary. Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which Executive is already entitled. Executive further acknowledges that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive has seven (7) days following Executive’s execution of this Agreement and General Release to revoke the Agreement and General Release (the “Revocation Period”); (iv) this Agreement, including the ADEA waiver, shall not be effective until the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be in writing and must be delivered to the L3 Corporate Vice President of Human Resources, by certified mail or courier service (signature of receipt required).

ADEA Release. Executive acknowledges represents to the Company that Executive is waiving aware, understands and releasing agrees that: (a) Executive is voluntarily entering into and signing this Agreement; (b) the claims waived, released and discharged in Section 8 of this Agreement include any rights and all claims Executive has or may have arising out of or related to Executive’s employment with the Company or termination of that employment, including any and all claims under the Age Discrimination in Employment Act (the “ADEA”); (c) those claims waived, released and discharged in that this waiver Section 8 do not include, and release is knowing and voluntary. Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which Executive is already entitled. Executive further acknowledges not waiving, releasing or discharging, any claims that may arise after the Date of this Agreement; (d) payment by the Company of continued salary pursuant to Section 2 above provides consideration that Executive has been advised by was not entitled to receive before signing this writing that: Agreement; (ie) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to was given twenty-one (21) days from the date hereof within which to consider this Agreement, but Executive has been informed that Executive may waive this twenty-one day consideration period and elect to execute this document prior to the expiration of the twenty-one day consideration period, in order to expedite the execution of this Agreement and the General Release attached as Exhibit A, and payment of the Severance Benefit; Executive will have the may waive this twenty-one day consideration period by signing a separate waiver, entitled ELECTION TO EXECUTE PRIOR TO EXPIRATION OF TWENTY-ONE DAY CONSIDERATION PERIOD, made available to Executive with this Agreement; (21f) days ending on January 31Executive had and has the right to consult with an attorney regarding this Agreement before signing this Agreement, 2018 within which to consider the General Release attached and acknowledges that Executive has obtained such legal counsel as Exhibit BExecutive deems necessary, although such that Executive mayis entering into this Agreement freely, at Executive’s discretion, sign knowingly and return the appropriate release voluntarily; (g) Executive may revoke this Agreement at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive has seven (7) days following Executive’s execution of after the day Executive signs this Agreement and General Release this document will not become effective or enforceable as to revoke any claims under the ADEA and no payments under this Agreement and General Release will be payable until the eighth day after the day Executive signs this Agreement on which day (the “Revocation PeriodAgreement’s Effective Date”); (iv) this Agreement, including the ADEA waiver, shall not be effective until the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, will automatically become effective and enforceable unless specifically authorized by federal law. Executive agrees previously revoked within that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21seven-day consideration period provided in this paragraph. period); and (h) Executive acknowledges that if Executive has not returned the signed Agreement and General Release within the time permittedHAS CAREFULLY READ THIS DOCUMENT, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be in writing and must be delivered to the L3 Corporate Vice President of Human Resources, by certified mail or courier service (signature of receipt required)AND FULLY UNDERSTANDS EACH AND EVERY TERM.

ADEA Release. Executive acknowledges In further consideration of the payments and benefits provided to you under this Agreement, the Releasors hereby unconditionally release and forever discharge the Released Parties from any and all Claims that Executive is waiving and releasing any rights Executive the Releasors may have as of the date you sign this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“"ADEA”"). By signing this Agreement, you hereby acknowledge and confirm the following: (i) and that this waiver and release is knowing and voluntary. Executive acknowledges that you were advised by the consideration given for Company in connection with your termination to consult with an attorney of your choice prior to signing this Agreement is and to have such attorney explain to you the terms of this Agreement, including, without limitation, the terms relating to your release of claims arising under ADEA; (ii) you were given a period of not fewer than twenty-one days to consider the terms of this Agreement and to consult with an attorney of your choosing with respect thereto; (iii) you are providing the release and discharge set forth in this Section 7(b) only in exchange for consideration in addition to anything of value to which Executive is you are already entitled. Executive further acknowledges that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive has seven (7) days following Executive’s execution of this Agreement and General Release to revoke the Agreement and General Release (the “Revocation Period”); (iv) that you knowingly and voluntarily accept the terms of this Agreement, including the ADEA waiver, shall not be effective until . You further acknowledge that you understand that during the Revocation Period has expired(the seven-day period following the date on which you sign this Agreement) you may revoke the release contained in this Section 7(b), by delivering to the Company by hand or by mail a written notice of your revocation of the release and waiver contained in this Section 7(b) prior to the expiration of the Revocation Period. If delivered by mail, the revocation must be: (1) postmarked within the Revocation Period; (2) properly addressed to the Company at the address on this letterhead, to the attention of the General Counsel; and (v3) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be in writing and must be delivered to the L3 Corporate Vice President of Human Resources, sent by certified mail or courier service (signature return receipt requested. Such right of receipt required)revocation right relates only to the release set forth in this Section 7(b) does not act as a revocation of any other term of this Agreement.

ADEA Release. The Executive acknowledges that hereby fully, finally, and completely releases the Released Parties of and from any and all claims, charges, or causes of action arising on or before the date on which the Executive is waiving and releasing any rights Executive may have execute this ADEA Release under the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act, 42 U.S.C. §§ 1981, 1983, 1985 (together, the “ADEA”) and any state-law counterparts, which prohibit age discrimination in employment (“ADEA Release”), and hereby acknowledges and agrees that: a. The Executive has read and understands the Separation Agreement and Release as well as the legal and binding effect of this document and that the Executive is hereby advised in writing to consult an attorney before signing this waiver Separation Agreement and release Release; b. The Executive has relied solely on the Executive’s own judgment and/or that of the Executive’s attorney regarding the consideration for and the terms of this Separation Agreement and Release and is signing this Separation Agreement and Release knowingly and voluntarily of the Executive’s own free will; ​ c. The Executive is not otherwise entitled to the Severance Benefits unless he or she agrees to and complies fully with the terms of this Separation Agreement and Release; d. The Executive has been given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Separation Agreement and Release; e. The Executive specifically waives any rights and claims under the ADEA; f. The Executive acknowledges and understands that any claims under the ADEA that may arise after the date on which the Executive execute this Separation Agreement and Release are not waived; g. The Executive has been provided with certain additional information (in the appendix, attached hereto as Exhibit C) required by the ADEA, including the job titles and ages of other employees in the Executive’s decisional unit who were, or were not, separated from employment and offered a separation agreement; h. The Executive has been given at least forty-five (45) days to consider this Separation Agreement and Release, and if the Executive chose to sign this Separation Agreement and Release in fewer than forty-five (45) days from receipt, that decision was entirely knowing and voluntary. ; i. To accept this Separation Agreement and Release, the Executive acknowledges must deliver a signed Separation Agreement and Release to the applicable individual set forth below, within forty-five (45) days of the Executive’s receipt of this Separation Agreement and Release: ​ Xxxxxxxx Xxxxxxxx General Counsel xxxxxxxxx@xxxxxxxx.xxx ​ The Executive further understands that the consideration given for Executive may revoke this Agreement is in addition to anything of value to which Executive is already entitled. Executive further acknowledges that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date hereof to consider this Separation Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive has seven (7) days following Executive’s execution of after signing by providing written notice within such period to the individual set forth above. The Executive further understands that this Separation Agreement and General Release to revoke is not effective or enforceable until the Agreement and General Release day following the seven (7) day period of revocation has expired without revocation (the “Revocation PeriodEffective Date”); , and that if the Executive revokes this Separation Agreement and Release within the seven (iv7) day revocation period, the Executive will not receive the Severance Benefits. j. The Executive has read and understands the Separation Agreement and Release and further understands that it includes a general release of any all known and unknown, foreseen and unforeseen claims presently asserted or otherwise arising through the date of the Executive’s signing of this Agreement, including Separation Agreement and Release that he or she may have against any of the ADEA waiver, shall not be effective until Released Parties; k. No statements made or conduct by any of the Revocation Period Released Parties has expiredin any way coerced or unduly influenced the Executive to execute this Separation Agreement and Release; and ​ l. Other than as set forth herein, all stock options and other stock-based awards held by the Executive shall be governed by the applicable equity incentive plan and award agreements (v) the “Equity Documents”). Executive understands that nothing in this Separation Agreement prevents and Release is intended to interfere with or precludes deter the Executive’s right to (i) challenge the waiver of an ADEA or state-law age discrimination claim, (ii) file an ADEA or state-law age discrimination claim with the Equal Employment Opportunity Commission (“EEOC”) or any similar state-agency, or (iii) otherwise participate in any EEOC or state-agency investigation or proceeding regarding any such claim. Further, the Executive from challenging understands that nothing in this Separation Agreement and Release would require the Executive to tender back the money or seeking a determination in good faith of other benefits received under this Separation Agreement and Release if the Executive seeks to challenge the validity of the ADEA Release, and the Executive does not ratify any ADEA or state-law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money or other benefits received under this waiver under Separation Agreement and Release. Further, nothing in this Separation Agreement and Release is intended to require the ADEApayment of damages, nor does it impose any condition precedentattorneys’ fees, penalties or costs for doing so, unless specifically to the Company should the Executive challenge the ADEA Release or file an ADEA or state-law age discrimination suit except as authorized by federal or state law. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be in writing and must be delivered to the L3 Corporate Vice President of Human Resources, by certified mail or courier service (signature of receipt required).

ADEA Release. Executive acknowledges In further consideration of the payments and benefits provided to you under this Agreement, the Releasors hereby unconditionally release and forever discharge the Released Parties from any and all Claims that Executive is waiving and releasing any rights Executive the Releasors may have as of the date you sign this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“"ADEA”"). By signing this Agreement, you hereby acknowledge and confirm the following: (i) and that this waiver and release is knowing and voluntary. Executive acknowledges that you were advised by the consideration given for Company in connection with your termination to consult with an attorney of your choice prior to signing this Agreement is and to have such attorney explain to you the terms of this Agreement, including, without limitation, the terms relating to your release of claims arising under ADEA; (ii) you were given a period of not fewer than twenty-one days to consider the terms of this Agreement and to consult with an attorney of your choosing with respect thereto; (iii) you are providing the release and discharge set forth in this Section 5(b) only in exchange for consideration in addition to anything of value to which Executive is you are already entitled. Executive further acknowledges that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive has seven (7) days following Executive’s execution of this Agreement and General Release to revoke the Agreement and General Release (the “Revocation Period”); (iv) that you knowingly and voluntarily accept the terms of this Agreement, including the ADEA waiver, shall not be effective until . You further acknowledge that you understand that during the Revocation Period has expired(the seven-day period following the date on which you sign this Agreement) you may revoke the release contained in this Section 5(b), by delivering to the Company by hand or by mail a written notice of your revocation of the release and waiver contained in this Section 5(b) prior to the expiration of the Revocation Period. If delivered by mail, the revocation must be: (1) postmarked within the Revocation Period; (2) properly addressed to the Company at the address on this letterhead, to the attention of the General Counsel; and (v3) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be in writing and must be delivered to the L3 Corporate Vice President of Human Resources, sent by certified mail or courier service (signature return receipt requested. Such right of receipt required)revocation right relates only to the release set forth in this Section 5(b) does not act as a revocation of any other term of this Agreement.

ADEA Release. In recognition of the consideration provided in the Employment Agreement, the Executive acknowledges hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that Executive is waiving and releasing any rights Executive he may have against the Released Parties arising under the U.S. Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and that this waiver and release is knowing and voluntary). The Executive acknowledges that he understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. By signing this Release, the Executive hereby acknowledges and confirms the following: (a) The Executive is providing the release and discharge set forth in this Release in exchange for consideration given for this Agreement is in addition to anything of value to which Executive he is already entitled. . (b) The Executive further acknowledges that Executive has been was hereby advised by this the Company in writing that: (i) Executive should to consult with an attorney of his choice prior to executing signing this Agreement; Release and to have such attorney explain to his the terms of this Release including, without limitation, the terms relating to his release of claims arising under the ADEA. (iic) The Executive has up to read this Release carefully and completely and understands each of the terms thereof. (d) The Executive is aware that he has twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within in which to consider the General Release attached as Exhibit Bterms of this Release, although which the Executive may, at Executive’s discretion, sign has knowingly and return voluntarily waived by accepting the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance terms of the applicable review period; (iii) Executive has offer as described herein. For a period of seven (7) days following Executive’s execution of this Agreement and General Release his acceptance hereof, the Executive has the right to revoke the Agreement and General Release release contained in this Section 3 (the “Revocation Period”)) commencing immediately following the date he signs and delivers this Release to the Company. The Revocation Period shall expire at 5:00 p.m. New York City time on the last day of the Revocation Period; (iv) this Agreementprovided, including the ADEA waiverhowever, shall that if such seventh day is not be effective until a business day, the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of shall extend to 5:00 p.m. on the validity of this waiver under the ADEA, nor does next succeeding business day. No such revocation by shall be effective unless it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be is in writing and must be delivered signed by the Executive and received by the Company prior to the L3 Corporate Vice President expiration of Human Resources, by certified mail or courier service (signature of receipt required)the Revocation Period.

ADEA Release. The Company advises Executive acknowledges to consult with an attorney prior to signing this Agreement. Executive understands that he has twenty-one (21) days to consider whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of the Consideration Period, it is waiving because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and releasing any rights Executive related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) and that this waiver and release is knowing and voluntary. Executive acknowledges that as amended by the consideration given for Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement is in addition to anything does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of value to which Executive is already entitled. execution of this Agreement Executive further acknowledges understands that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive he has seven (7) days following Executive’s execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o Corporate Secretary and c/o Legal Department, 0000 Xxxx Xxxxxx Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and General Release to state, "I hereby revoke my acceptance of the Agreement." This Agreement and General Release shall not become effective or enforceable until the revocation period has expired without revocation (the “Revocation PeriodRelease Effective Date”); (iv) . If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that changes ​ ​ to this Agreement, including the ADEA waiver, shall not be effective until the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Executive agrees that any modifications, whether material or otherwiseimmaterial, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned running of the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be in writing and must be delivered to the L3 Corporate Vice President of Human Resources, by certified mail or courier service (signature of receipt required)Consideration Period.

ADEA Release. The Company advises Executive acknowledges to consult with an attorney prior to signing this Agreement. Executive understands that he has twenty-one (21) days to consider whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of the Consideration Period, it is waiving because he has freely chosen to do so ​ ​ Xxxxx X. Xxxxx December 16, 2020 ​ after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and releasing any rights Executive related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) and that this waiver and release is knowing and voluntary. Executive acknowledges that as amended by the consideration given for Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement is in addition to anything does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of value to which Executive is already entitled. execution of this Agreement Executive further acknowledges understands that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive he has seven (7) days following Executive’s execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o Xxxxxx X. Xxxxxx, Chairman and Chief Executive Officer, 0000 Xxxx Xxxxxx Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and General Release to state, "I hereby revoke my acceptance of the Agreement." This Agreement and General Release shall not become effective or enforceable until the revocation period has expired without revocation (the “Revocation PeriodRelease Effective Date”); (iv) . If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement, including the ADEA waiver, shall not be effective until the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Executive agrees with the Company that any modificationschanges to this Letter Agreement, whether material or otherwiseimmaterial, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned running of the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be in writing and must be delivered to the L3 Corporate Vice President of Human Resources, by certified mail or courier service (signature of receipt required)Consideration Period.

ADEA Release. The Company advises Executive acknowledges to consult with an attorney prior to signing this Agreement. Executive understands that he has twenty-one (21) days to consider whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of the Consideration Period, it is waiving because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and releasing any rights Executive related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) and that this waiver and release is knowing and voluntary. Executive acknowledges that as amended by the consideration given for Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement is in addition to anything does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of value to which Executive is already entitled. execution of this Agreement Executive further acknowledges understands that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive he has seven (7) days following Executive’s execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o Xxxxxx X. Xxxxxx, Chairman and Chief Executive Officer, 0000 Xxxx Xxxxxx Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and General Release to state, "I hereby revoke my acceptance of the Agreement." This Agreement and General Release shall not become effective or enforceable until the revocation period has expired without revocation (the “Revocation PeriodRelease Effective Date”); (iv) . If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement. Executive agrees with the Company that changes to this Agreement, including the ADEA waiver, shall not be effective until the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Executive agrees that any modifications, whether material or otherwiseimmaterial, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraphrunning of the Consideration Period. Executive acknowledges that if Executive has not returned the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be in writing and must be delivered to the L3 Corporate Vice President of Human Resources, by certified mail or courier service (signature of receipt required).​

ADEA Release. In recognition of the consideration provided in the Agreement, the Executive acknowledges hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that Executive is waiving and releasing any rights Executive he may have against the Released Parties arising under the U.S. Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and that this waiver and release is knowing and voluntary). The Executive acknowledges that he understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. By signing this Release, the Executive hereby acknowledges and confirms the following: (a) He is providing the release and discharge set forth in this Section 2 in exchange for consideration given for this Agreement is in addition to anything of value to which Executive he is already entitled. Executive further acknowledges that Executive has been . (b) He was hereby advised by this the Company in writing that: (i) Executive should to consult with an attorney of his choice prior to executing signing this Agreement; Release and to have such attorney explain to his the terms of this Release including, without limitation, the terms relating to his release of claims arising under ADEA. (iic) Executive He has up to read this Release carefully and completely and understands each of the terms thereof. (d) He is aware that he has twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within in which to consider the General Release attached as Exhibit Bterms of this Release, although which the Executive may, at Executive’s discretion, sign has knowingly and return voluntarily waived by accepting the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance terms of the applicable review period; (iii) offer as described herein. For a period of seven days following his acceptance hereof, the Executive has seven (7) days following Executive’s execution of this Agreement and General Release the right to revoke the Agreement and General Release release contained in this Section 2 (the “Revocation Period”)) commencing immediately following the date he signs and delivers this Release to the Company. The Revocation Period shall expire at 5:00 p.m. E.S.T. on the last day of the Revocation Period; (iv) this Agreementprovided, including the ADEA waiverhowever, shall that if such seventh day is not be effective until a business day, the Revocation Period has expired; shall extend to 5:00 p.m. on the next succeeding business day. No such revocation by shall be effective unless it is in writing and (v) nothing in this Agreement prevents or precludes signed by the Executive from challenging or seeking a determination in good faith and received by the Company prior to the expiration of the validity Revocation Period. As set forth in section 7(f)(1)(C) of this waiver under the ADEA, nor does it impose as added by the Older Workers Benefit Protection Act of 1990, Executive understands that Executive is not waiving any condition precedent, penalties rights or costs for doing so, unless specifically authorized by federal law. Executive agrees claims provided under ADEA that any modifications, material or otherwise, made to may arise after this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire is executed by its own terms at such time. Executive also recognizes that revocation of this Agreement must be in writing and must be delivered to the L3 Corporate Vice President of Human Resources, by certified mail or courier service (signature of receipt required)Executive.

ADEA Release. Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act (“ADEA”) and that this waiver and release is knowing and voluntary. Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which Executive is already entitled. Executive further acknowledges that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 prior to the end of the Employment Period within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive has seven (7) days following Executive’s execution of this Agreement and General Release to revoke the Agreement and General Release (the “Revocation Period”); (iv) this Agreement, including the ADEA waiver, shall not be effective until the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be in writing and must be delivered to the L3 L-3 Corporate Vice President of Human Resources, by certified mail or courier service (signature of receipt required).

ADEA Release. Executive acknowledges In recognition of the consideration provided in the Agreement, the Employee hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that Executive is waiving and releasing any rights Executive he may have against the Released Parties arising under the U.S. Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“"ADEA”) and that this waiver and release is knowing and voluntary"). Executive The Employee acknowledges that he understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. By signing this Release, the Employee hereby acknowledges and confirms the following: (a) He is providing the release and discharge set forth in this Section 2 in exchange for consideration given for this Agreement is in addition to anything of value to which Executive he is already entitled. Executive further acknowledges that Executive has been . (b) He was hereby advised by this the Company in writing that: (i) Executive should to consult with an attorney of his choice prior to executing signing this Agreement; Release and to have such attorney explain to his the terms of this Release including, without limitation, the terms relating to his release of claims arising under ADEA. (iic) Executive He has up to read this Release carefully and completely and understands each of the terms thereof. (d) He is aware that he has twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within in which to consider the General Release attached as Exhibit Bterms of this Release, although Executive may, at Executive’s discretion, sign which the Employee has knowingly and return voluntarily waived by accepting the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance terms of the applicable review period; (iii) Executive has offer as described herein. For a period of seven (7) days following Executive’s execution of this Agreement and General Release his acceptance hereof, the Employee has the right to revoke the Agreement and General Release release contained in this Section 2 (the “"Revocation Period”)") commencing immediately following the date he signs and delivers this Release to the Company. The Revocation Period shall expire at 5:00 p.m. E.S.T. on the last day of the Revocation Period; (iv) this Agreementprovided, including the ADEA waiverhowever, shall that if such seventh day is not be effective until a business day, the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of shall extend to 5:00 p.m. on the validity of this waiver under the ADEA, nor does next succeeding business day. No such revocation by shall be effective unless it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be is in writing and must be delivered signed by the Employee and received by the Company prior to the L3 Corporate Vice President expiration of Human Resources, by certified mail or courier service (signature the Revocation Period. The Employee further understands that this right to revoke the release contained in this Section 2 relates only to this section and does not act as a revocation of receipt required)any other term of the Agreement and the Release.

ADEA Release. The Company advises Executive acknowledges to consult with an attorney prior to signing this Agreement. Executive understands that he has twenty-one (21) days to consider Xxxxxx X. Xxxxxx December 31, 2019 whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of the Consideration Period, it is waiving because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and releasing any rights Executive related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) and that this waiver and release is knowing and voluntary. Executive acknowledges that as amended by the consideration given for Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement is in addition to anything does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of value to which Executive is already entitled. execution of this Agreement Executive further acknowledges understands that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive he has seven (7) days following Executive’s execution of this Agreement to validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o Xxxxxx X. Xxxxxx, Chairman and Chief Executive Officer, 0000 Xxxx Xxxxxx Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and General Release to state, "I hereby revoke my acceptance of the Agreement." This Agreement and General Release shall not become effective or enforceable until the revocation period has expired without revocation (the “Revocation PeriodRelease Effective Date”); (iv) . If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement, including the ADEA waiver, shall not be effective until the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Executive agrees with the Company that any modificationschanges to this Letter Agreement, whether material or otherwiseimmaterial, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned running of the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be in writing and must be delivered to the L3 Corporate Vice President of Human Resources, by certified mail or courier service (signature of receipt required)Consideration Period.

ADEA Release. The Company advises Executive acknowledges to consult with an attorney prior to signing this Letter Agreement. Executive understands that he has twenty-one (21) days to consider whether to sign this Letter Agreement (the “Consideration Period”). Executive must return this signed Letter Agreement to the Company within the Consideration Period. If Executive signs and returns this Letter Agreement before the end of the Consideration Period, it is waiving because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and releasing any rights Executive related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) and as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Letter Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of execution of this waiver and release is knowing and voluntary. Executive acknowledges that the consideration given for this Letter Agreement is in addition to anything of value to which Executive is already entitled. Executive further acknowledges understands that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive he has seven (7) days following Executive’s execution of this Letter Agreement to validly revoke this Letter Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o Xxxxxx X. Xxxxxx, Chairman and Chief Executive Officer, 0000 Xxxx Xxxxxx Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Letter Agreement and General Release to state, "I hereby revoke my acceptance of the Letter Agreement." This Letter Agreement and General Release shall not become effective or enforceable until the revocation period has expired without revocation (the “Revocation PeriodRelease Effective Date”); (iv) this Agreement. If the last day of the revocation period is a Saturday, including Sunday, or legal holiday in Colorado, then the ADEA waiver, revocation period shall not be effective expire until the Revocation Period has expired; next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Letter Agreement will become irrevocable and (v) nothing in enforceable on the eighth day after Executive signs this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal lawLetter Agreement. Executive agrees with the Company that any modificationschanges to this Letter Agreement, whether material or otherwiseimmaterial, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned running of the signed Agreement and General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement must be in writing and must be delivered to the L3 Corporate Vice President of Human Resources, by certified mail or courier service (signature of receipt required)Consideration Period.