Common use of Complete Release Clause in Contracts

Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive fully releases Company and its direct and indirect, past present and future, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, owners, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company Releasees”), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims arising out of or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by Executive, (ii) any claims that the Executive may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive fully releases Company Employer and its direct and indirect, past present and future, parents, subsidiariessubsidiaries (including without limitation MERI), affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.)affiliates, divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, owners, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company Employer Releasees”), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns may have or may claim to have against any of the Company Employer Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims arising out of or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director of Company Employer or any Company ReleaseeMERI, and the termination of such relationship or service service, (the “Release”); provided, however, that this Release shall not apply to Employer’s obligations under this Agreement. This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligencenegligent, gross negligencegrossly negligent, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by Executive, (ii) any claims that the Executive may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesexecuted.

Complete Release. On behalf of Executive Employee and ExecutiveEmployee’s heirs and assigns, Executive Employee fully releases Company BGH, BPLSC and its direct and indirect, past present and future, each of their parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.)affiliates, divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, ownersmanagers, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company BGH Releasees”), from any and all claims, demands, damages, losses, expenses, liabilities and or causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns Employee may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this AgreementBGH Releasees, including but not limited to any claims arising out of or in any way connected with or based upon ExecutiveEmployee’s employment relationship with and service as an employee, officer or director of Company BPLSC or any Company BGH Releasee, and the termination of such relationship or service (the “Employee Release”); provided, however, that this Employee Release shall not apply to the obligations of BPLSC or BGH under this Agreement. This Employee Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligencenegligent, gross negligencegrossly negligent, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA planAct. This Employee Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed executed. Nothing in this Agreement shall constitute a waiver or release by Executive, (ii) any claims that the Executive may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or Employee of any vested benefits under any pension, retirement savings, deferred compensation, vacation, health care or other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any benefit plan of them BGH or BPLSC in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is which he was a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesparticipant.

Complete Release. On behalf a. As a material inducement to the Company to enter into this Separation Agreement and General Release, Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and each of Executive and Executivethe Company’s heirs and owners, stockholders, predecessors, successors, assigns, Executive fully releases Company and its direct and indirectagents, past present and futuredirectors, parentsofficers, employees, representatives, attorneys, parent companies, divisions, subsidiaries, affiliates (includingand agents, without limitationdirectors, Calumet Specialty Products Partnersofficers, L.P.)employees, representatives and attorneys of such parent companies, divisions, predecessors, successorssubsidiaries and affiliates), and assignsall persons acting by, andthrough, under or in concert with respect to all such entities, their partners, members, shareholders, owners, officers, directors, attorneys, agents, representatives and employees any of them (collectively, the collectively “Company Releasees”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, damagescosts, losses, expenses, liabilities debts and causes of action (including claims for attorneys’ fees) expenses of any kind and character (collectively, “Claims”)nature whatsoever, known or unknown, that Executivesuspected or unsuspected, his heirsincluding, executorsbut not limited to, administratorsany rights arising out of any alleged contracts or violations or breaches of any contracts, and assigns may have express or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreementimplied, including but not limited to any claims arising out the Employment Agreement, the RSA, the Non-Qualified Stock Option Agreement for Director granted May 16, 2001 between Bank of or Powhatan, N.A. (predecessor in any way connected with or based upon Executive’s employment relationship with interest to the Company) and service Employee granting Employee stock option rights for 5,850 shares of common stock of the Company, the Non-Qualified Stock Option Agreement for Employee granted April 15, 2003 between the Company and Employee granting Employee stock option rights for 30,000 shares of common stock of the Company (the last two described documents being hereinafter collectively referred to as an employeethe “Stock Option Agreements”) and all amendments thereto, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligence, gross negligencetort, or intentional conduct); any legal restrictions on the Company’s right to terminate employees, or any federal, statestate or other governmental statute, regulation, or local lawordinance, includingincluding without limitation (1) Title VII of the Civil Rights Act of 1964, without limitationas amended by the Civil Rights Act of 1991, (race, color, religion, sex, and national origin discrimination); (2) the Americans with Disabilities Act (disability discrimination); (3) 42 U.S.C. § 1981 (discrimination); (4) the federal Age Discrimination in Employment Act (age discrimination); (5) the Older Workers Benefit Protection Act; (6) the Equal Pay Act; and (8) the Employee Retirement Income Security Act (“ERISA”) (all collectively hereinafter referred to as the “Claim” or “Claims”), other than benefits that Executive is entitled which Employee now has, owns or holds, or claims to under have, own or hold, or which Employee at any time heretofore had owned or held, or claimed to have owned or held, against each or any of the terms Releasees at any time up to and including the Effective Date of an ERISA planthis Agreement. In furtherance of the foregoing, Employee agrees that, as of the Effective Date, the Employment Agreement, the RSA and the Stock Option Agreements, and all amendments thereto, shall be null and void, with the Company having no further obligations thereunder. This Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by Executiveaffect Employee’s right to elect continued medical, (ii) any claims that the Executive may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) dental and vision coverage at his own expense pursuant to the Executive Consolidated Omnibus Budget Reconciliation Act (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company ReleaseesCOBRA).

Complete Release. On behalf of Executive hereby unconditionally and Executive’s heirs and assigns, Executive fully releases the Company and each of its direct and indirectowners, past present and futurepartners, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisionsshareholders, predecessors, successors, and assigns, andagents, with respect to all such entities, their partners, members, shareholders, ownersdirectors, officers, directorsemployees, representatives, attorneys, subsidiaries, joint ventures and affiliates (and agents, directors, officers, employees, representatives and employees attorneys of such subsidiaries and affiliates) (collectively, the “Company ReleaseesReleased Parties”), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns unknown claims or demands Executive may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreementthem (collectively, including but not limited to those specifically named below, the “Executive Released Claims”). Executive expressly waives and opts out of all claims, whether asserted on an individual or class action basis, against any Company Released Party arising out of (i) the LTIP and any other contract, express or implied, any covenant of good faith and fair dealing, express or implied; (ii) any tort (whether intentional or negligent, including claims arising out of the negligence or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director gross negligence of Company or any Company Releasee, Released Party and the termination claims of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or impliedimplied past or future defamation by any Company Released Party); any tort (whether based on negligence, gross negligence, or intentional conduct); or iii) any federal, statestate or other governmental statute, regulation or local lawordinance, including, without limitation, those relating to employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act as amended, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act and the Employee Retirement Income Security Act (“ERISA”)Genetic Information and Nondiscrimination Act. Executive represents that Executive has not assigned to any other person any of such claims and that Executive has the full right to grant this release. Notwithstanding any other provision herein, other than benefits Executive and the Company agree that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) waiving any claims that may arise in the future under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by ExecutiveAct, (ii) any claims that the Executive may have against the Company in respect of claim for benefits under the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4health and welfare or retirement benefit plans, or (iii) any future claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs Company’s obligations and agreements set forth in this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Complete Release. On behalf In consideration of Executive those payments and Executive’s heirs and assignsbenefits listed above which are payable only under this Agreement, Executive fully releases Company agrees to and its direct hereby does knowingly and indirectvoluntarily release and discharge the Company, past Western Union, their respective subsidiaries, Affiliates, and insurers, each of the foregoing entities' respective past, present and futurefuture agents, parentsexecutives, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, ownersdirectors, officers, attorneys, employees, and the predecessors and successors of each of the foregoing entities, including the subsidiaries, Affiliates, and insurers, agents, executives, directors, officers, attorneys, agents, representatives and employees of any such predecessors and successors (collectively, the “Company Releasees”"Released Parties"), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) and demands of any kind and character (collectivelykind, “Claims”), whether known or unknown, that Executivewhich Executive has, his heirsever has had, executors, administrators, and assigns or ever in the future may have and which are based on acts, omissions or may claim events occurring up to have against any and including the date of this Agreement. Included in the release set forth in the preceding sentence, without limiting its scope, are claims related to Executive's employment arising under Title VII of the Company Releasees based upon facts occurring on or prior to Civil Rights Act of 1964, the date Executive signs this AgreementAmericans with Disabilities Act of 1990, including but not limited to any claims arising out the Family and Medical Leave Act of or in any way connected with or based upon Executive’s employment relationship with 1993, the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and service as an employee, officer or director Retraining Notification Act of Company or any Company Releasee, and the termination of such relationship or service 1988 (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, "WARN Act") and the Age Discrimination in Employment Act and the Employee Retirement Income Security Act of 1967 (“ERISA”"ADEA"), each as amended, as well as any other than benefits federal, state or local employment or labor laws, wrongful discharge or other statutory employment law claims, as well as any claims in contract, tort, or common law, and which are related to Executive's employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the "Claims"). The term "Claims" is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Executive also agrees not to participate in any class, collective, representative or group action that may include any of the Claims released above, and will affirmatively opt out of any such class, collective, representative or group action. Executive affirms that Executive is has been paid and/or has received all compensation, wages, bonuses, commissions, expense reimbursements, and/or benefits to which Executive may be entitled, except the Termination Payment referenced in subparagraph (a) of the "Payments and Benefits" paragraph of this Agreement. Executive affirms that Executive has been granted any leave to which Executive was entitled to under the terms Family and Medical Leave Act, or related state or local leave or disability accommodation laws. Executive further affirms that Executive has no known workplace injuries or occupational diseases not previously disclosed in writing to the Released Parties. Executive further acknowledges and agrees that she is not eligible for any severance payments or benefits under The Western Union Company Severance/Change in Control Policy (Executive Committee Level) (the "Severance Policy") upon Executive's termination of an ERISA planemployment with the Company. This Release In consideration for the payments and benefits hereunder, Executive therefore hereby waives any severance payments or benefits to which Executive may be entitled under the Severance Policy upon Executive's Termination Date. Notwithstanding the foregoing, Executive does not include (i) waive claims, causes of action or demands of any claims under the Age Discrimination in Employment Act kind to enforce this Agreement; claims, causes of action or demands that may arise after the date this Agreement is executed by Executive, (ii) any claims that the Executive may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that which are based on any alleged violation of federal acts or state securities law or breach of fiduciary duty arising before omissions occurring after the date that this Agreement is signed; or claims, causes of action or demands which by law cannot be released by private agreement between the employer and employee, including but not limited to any claim for any accrued benefits to which Executive signs has a non-forfeitable right under any ERISA retirement benefit plan. Furthermore, notwithstanding the foregoing, nothing in this Agreement. Executive understands that this is Agreement waives a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesclaim which by law cannot be waived.

Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive fully releases Company and its direct and indirect, past present and future, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successorsIn exchange for, and assignsin consideration of the commitments of the Company provided in Paragraph 1 of the First Release, andEmployee agrees to release the Company, any company that was or is directly or indirectly the parent or subsidiary of, related to or affiliated with respect to all such entitiesthe Company, their partnersany Company benefit plans and the employees, membersadministrators, shareholders, owners, officers, directors, attorneysfiduciaries, agents, representatives officers and employees (collectivelydirectors of any of them, the “Company Releasees”)and any predecessors, successors or assigns, from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns demands Employee may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims arising out of or in any way connected with or based upon Executiverelating to Employee’s employment relationship with and service as an employee, officer or director of the Company or any Company Releasee, and the termination of such relationship or service (the “Release”)that employment. This Release includes, without limitationbut is not limited to, any claims arising out a release of any contract (express rights or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the claims Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) any claims may have under the Age Discrimination in Employment Act of 1967, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Xxxxxxxxx Fair Pay Act, the Employee Retirement Income Security Act of 1974 or any other federal, state or local laws, regulations or orders. This also includes, but is not limited to, a release by Employee of any contractual or tort claims or other claims arising under common law including, but not limited to, any claims for wrongful discharge. This release covers both claims that Employee knows about and those he may arise after not know about prior to the date of the Second Release. This release, however, does not preclude Employee from enforcing the terms of this Agreement is executed by Executive, (ii) Second Release. This release does not include a release of any claims pension benefits for which Employee may be eligible under the terms of applicable benefit plans. Employee agrees and intends that the Executive foregoing release shall be construed in the broadest sense possible and shall be effective as a prohibition to all claims, charges, actions, suits, demands, obligations, damages, injuries, liabilities, losses, and causes of action of every character, nature, kind or description, known or unknown, and suspected or unsuspected that Employee may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4and its agents, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partnerssuccessors, L.P. or of any other Company Releasee (except that Executive covenants with Company assignees and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesrepresentatives.

Complete Release. On behalf of Executive Employee and ExecutiveEmployee’s heirs and assigns, Executive Employee fully releases Company BPL, BGH, BPLSC and its direct and indirect, past present and future, each of their parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.)affiliates, divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, ownersmanagers, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company Releasees”), from any and all claims, demands, damages, losses, expenses, liabilities and or causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns Employee may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this AgreementReleasees, including but not limited to any claims arising out of or in any way connected with or based upon ExecutiveEmployee’s employment relationship with and service as an employee, officer or director of Company BPLSC or any Company Releasee, and the termination of such relationship or service (the “Employee Release”); provided, however, that this Employee Release shall not apply to the obligations of BPLSC or BPL under this Agreement. This Employee Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligencenegligent, gross negligencegrossly negligent, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA planAct. This Employee Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed executed. Nothing in this Agreement shall constitute a waiver or release by ExecutiveEmployee of any vested benefits under any pension, (ii) any claims that the Executive may have against the Company in respect retirement savings, deferred compensation, vacation, health care or other benefit plan of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4BPL, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of BPLSC in which he was a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesparticipant.

Complete Release. On behalf of Executive (a) As a further material inducement to Mike's to enter into this Agreement, the employment agreements with Michael and Executive’s heirs Rachelle Rosen xxx xxreby xxxxxxxxxx xxd except as set forth in paragraphs 2 and assigns3(b) hereof, Executive fully any outstanding indebtedness to Michael Rosen and Rachexxx Xxxxx xx herebx xxxxxxxxxx xnd Michael Rosen and Rachellx Xxxxx xxxx herebx xxxxxx, xxxits, releases Company and forever discharges Mike's, its direct and indirect, past present and future, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, Board members, shareholders, owners, officers, directors, attorneysstockholders, employees, agents, representatives attorneys, subsidiaries, servants, successors, insurers, affiliates and employees (collectively, the “Company Releasees”)their successors and assignees, from any and all manner of action, claims, liens, demands, liabilities, causes of action, charges, complaints, suits (judicial, administrative, or otherwise), damages, lossesdebts, expensesdemands, liabilities and causes of action (including claims for attorneys’ fees) obligations of any kind and character (collectivelyother nature, “Claims”)past or present, known or unknown, that Executivewhether in law or in equity, his heirswhether founded upon contract (expressed or implied), executorstort (including, administratorsbut not limited to, and assigns may have defamation), statute or may claim to have against regulation (State, Federal or local), common law and/or any other theory or basis, from the beginning of the Company Releasees based upon facts occurring on or prior world to the date Executive signs this Agreementhereof, including including, but not limited to to, any claim that Michael Rosen and Rachelle Xxxxx xxx asserxxx, xxx xxserts or could have asserted. This includes, but is not limited to, claims for additional compensation or benefits, under employment agreements or otherwise, tortious claims arising out of the employment relationship, claims of an expressed or in implied contract of employment, claims under the Family and Medical Leave Act, claims arising under Federal, State or local laws prohibiting employment or other discrimination or claims growing out of any way connected with or based upon Executive’s employment relationship with and service as an employeelegal restrictions on the Company's rights to terminate its employees, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includes, including without limitation, limitation any claims arising out under Title VII of any contract (express or implied); any tort (whether based on negligencethe United States Code, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, and the Age Discrimination in Employment Act Act, but excludes indemnification for acts as officers and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms directors of an ERISA plan. This Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by Executive, (ii) any claims that the Executive may have against the Company to the extent permitted by applicable laws. Included in respect this General Release are any and all claims for future damages allegedly arising from the alleged continuation of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless effect of when such claims may arise) under the agreements referenced in Section 4any past action, omission or (iii) any claims that the Executive event. Michael Rosen and Rachellx Xxxxx xxxxxer agxxx xx xxxxx xxy rights he or she may have to receive distributions reinstatement or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (reemployment with Mike's except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them as set forth in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesparagraph 3(b).

Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive Xxxxx hereby fully releases the Company and all of its direct and indirectowners, past present and futurepartners, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisionsshareholders, predecessors, successors, and assigns, andagents, with respect to all such entities, their partners, members, shareholders, ownersdirectors, officers, directorsemployees, representatives, attorneys, subsidiaries, joint ventures and affiliates, and agents, directors, officers, employees, representatives and employees attorneys of such subsidiaries and affiliates (collectively, the “Company ReleaseesReleased Parties”), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns unknown claims or demands Xxxxx may have or may claim to have against any of the Company Releasees based upon facts occurring them. Xxxxx expressly waives and opts out of all claims, whether asserted on an individual or prior to the date Executive signs this Agreementclass action basis, against any Released Party arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or negligent, including but not limited to any claims arising out of the negligence or in gross negligence of any way connected with Released Party and claims of express or based upon Executive’s employment relationship with and service as an employee, officer or director of Company or implied defamation by any Company ReleaseeReleased Party), and the termination of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, statestate or other governmental statute, regulation or local lawordinance, includingincluding those relating to employment discrimination, without limitationtermination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act and Act, the Employee Retirement Income Security Older Workers Benefit Protection Act (“ERISAOWBPA”), the Worker Adjustment and Retraining Notification (“WARN”) Act, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Occupational Safety and Health Act. Xxxxx represents that he has not assigned to any other than benefits person any of such claims and that Executive he has the full right to grant this release. Notwithstanding any other provision herein, Xxxxx and the Company agree that Xxxxx is entitled to under the terms of an ERISA plan. This Release does not include waiving (ia) any claims that may arise under the Age Discrimination in Employment Act that may arise or COBRA after the date this Agreement is executed by Executive, executed; (iib) any claim for benefits under the Company’s health and welfare or other benefit plans; (c) any future claims based on the Company’s obligations and agreements set forth in this Agreement or in that certain Advisory Agreement by and between the Executive may have against Parties executed contemporaneously with this Agreement (the Company in respect “Advisory Agreement”); or (d) any future claim by Xxxxx for indemnification pursuant to the terms of the Company’s Continuing Obligations 's Certificate of Incorporation or Bylaws (as defined in Section 4or the constituent documents of any subsidiary of the Company) to the Executive (regardless of when such claims may arise) or for insurance coverage or recovery under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued liability insurance policy carried by the Company or for the benefits of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with its directors and officers. Company and the Company Releasees not to bring Xxxxx hereby acknowledge and agree that if any claim is asserted against Xxxxx (or Xxxxx otherwise becomes involved in any of them in respect of Executive’s securities that are based on any alleged violation of federal action, suit, investigation or state securities law proceeding) for which such indemnification or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this insurance coverage is a full and final releaseor may be available, with limitation, all known, unknown and suspected Claims Xxxxx shall be entitled to be represented by legal counsel (other than described the Company’s in-house counsel) at the Company’s expense. Such legal counsel shall be selected by the Company and may be outside counsel that also represents the Company or other related defendants (unless the Company’s outside counsel determines that it is appropriate for Xxxxx to be represented by separate counsel, in which case such separate counsel shall be selected by Xxxxx with the preceding sentence) reasonable approval of the Company). Xxxxx further agrees that he may have against will not voluntarily become a party to, or directly or indirectly aid or encourage any other party in connection with, any lawsuit, claim, demand or adversarial proceeding of any kind involving the Company or any of the Released Parties that relates in any material way to his employment with the Company Releaseesor that is based on facts about which Xxxxx obtained personal knowledge while employed with the Company. Xxxxx’x compliance with a subpoena or other legally compulsive process will not be a violation of this provision.