Common use of Complete Releases Clause in Contracts

Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, and representatives, from ANY and ALL causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. /s/ H.M.S. Franklin Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of the Company to terminate, discipline, or otherwise manage employees or any federal, state, or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of the Company from causes of action, claims or damages, including attorney’s fees, which may arise from acts or omissions by the Company after the Execution Date or in contravention of this Agreement. (1) These releases and waivers include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under the Company’s personnel policies or any contract of employment that may exist between Employee and the Company. (2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it. (b) In consideration of the promises made in this Agreement, the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee from ANY and ALL causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, or any /s/ T.F. /s/ H.M.S. Franklin Company federal, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or damages, including attorney’s fees, which may arise from acts or omissions of Employee after the Execution Date or in contravention of this Agreement. (c) Employee and the Company (as defined above in this section), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other obligations by the Company under Sections 3, 4, 5 (through the date on which the mutual release is executed) and 9 of this Agreement. (d) It is expressly agreed and understood by Employee and the Company that this Agreement Section 7(a)-(e) constitutes a general release. (e) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.

Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, and representatives, from ANY and ALL causes of action, /s/ H.M.S. /s/ J.S.B. ▇▇▇▇▇▇▇ Company claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. /s/ H.M.S. Franklin Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of the Company to terminate, discipline, or otherwise manage employees or any federal, state, or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of the Company from causes of action, claims or damages, including attorney’s fees, which may arise from acts or omissions by the Company after the Execution Date or in contravention of this Agreement. (1) These releases and waivers include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under the Company’s personnel policies or any contract of employment that may exist between Employee and the Company. (2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it. (b) In consideration of the promises made in this Agreement, the Company RELEASES(and each of its past and present parents, ACQUITSsubsidiaries, affiliates, shareholders, directors, officers, attorneys, consultants, accountants, agents, employees, and representatives) RELEASE, ACQUIT, and /s/ H.M.S. /s/ J.S.B. ▇▇▇▇▇▇▇ Company FOREVER DISCHARGES DISCHARGE Employee from ANY and ALL causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, or any /s/ T.F. /s/ H.M.S. Franklin Company federal, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or damages, including attorney’s fees, which may arise from acts or omissions of Employee after the Execution Date or in contravention of this Agreement. (c) Employee and the Company (as defined above in this section), in consideration for the promises made in this Agreement, will will, once again again, reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other obligations by the Company under Sections 3, 4, 5 5, 8 (through the date on which the mutual release is executed) and 9 11 of this Agreement. (d) It is expressly agreed and understood by Employee and the Company that this Agreement Section 7(a)-(e9(a)-(e) constitutes a general release. (e) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.

Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, and representatives, from ANY and ALL causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms of this the Separation Agreement, the Employee agrees that the Company does not owe Employee any other monetary /s/ H.M.S. /s/ J.S.B. ▇▇▇▇▇▇▇ Company payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. /s/ H.M.S. Franklin Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of the Company to terminate, discipline, or otherwise manage employees or any federal, state, or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of the Company from causes of action, claims or damages, including attorney’s fees, which may arise from acts or omissions by the Company after the Execution Date or in contravention of this the Separation Agreement. (1) These releases and waivers include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under the Company’s personnel policies or any contract of employment that may exist between Employee and the Company. (2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it. (b) In consideration of the promises made in this Agreement, the Company RELEASES(and each of its past and present parents, ACQUITSsubsidiaries, affiliates, shareholders, directors, officers, attorneys, consultants, accountants, agents, employees, and representatives) RELEASE, ACQUIT, and FOREVER DISCHARGES DISCHARGE Employee from ANY and ALL causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all /s/ H.M.S. /s/ J.S.B. ▇▇▇▇▇▇▇ Company charges, complaints, claims, liabilities, obligations, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, or any /s/ T.F. /s/ H.M.S. Franklin Company federal, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or damages, including attorney’s fees, which may arise from acts or omissions of Employee after the Execution Date or in contravention of this the Separation Agreement. (c) Employee and the Company (as defined above in this section), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other obligations by the Company under Sections 3, 4, 5 (through the date on which the mutual release is executed) and 9 of this Agreement. (d) It is expressly agreed and understood by Employee and the Company that this Agreement Section 7(a)-(e1(a)-(d) constitutes a general release. (ed) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.

Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, and representatives, from ANY and ALL causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to /s/ A.M. /s/ H.M.S. ▇▇▇▇▇▇▇ Company his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. /s/ H.M.S. Franklin Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of the Company to terminate, discipline, or otherwise manage employees or any federal, state, or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of the Company from causes of action, claims or damages, including attorney’s fees, which may arise from acts or omissions by the Company after the Execution Date or in contravention of this Agreement. (1) These releases and waivers include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under the Company’s personnel policies or any contract of employment that may exist between Employee and the Company. (2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it. (b) In consideration of the promises made in this Agreement, the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee from ANY and ALL causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation /s/ A.M. /s/ H.M.S. ▇▇▇▇▇▇▇ Company due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, or any /s/ T.F. /s/ H.M.S. Franklin Company federal, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or damages, including attorney’s fees, which may arise from acts or omissions of Employee after the Execution Date or in contravention of this Agreement. (c) Employee and the Company (as defined above in this section), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other obligations by the Company under Sections 3, 4, 5 (through the date on which the mutual release is executed) and 9 of this Agreement. (d) It is expressly agreed and understood by Employee and the Company that this Agreement Section 7(a)-(e) constitutes a general release. (e) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.

Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, and representatives, from ANY and ALL causes of action, claims, and damages, losses, costs, expenses (including attorney’s fees) and all other liabilities, indebtedness and obligations that Employee may have against the Company or the Company may owe the Employee which could have arisen prior to the Execution Date in connection with or have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, : (i) including any of the same arising in connection with the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution DateDate but (ii) excluding from such release however, the obligations, indebtedness and liability of the Company under Sections 3, 4, and 6(d) and the other provisions of this Agreement and the rights of Employee under any officer and director liability insurance provided by the Company (the obligations described in this clause (ii), herein the “Excluded Obligations”). Other than the monetary payments the Company agrees to make to Employee pursuant with respect to the terms of this AgreementExcluded Obligations, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. /s/ H.M.S. Franklin Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of the Company to terminate, discipline, or otherwise manage employees or any federal, state, or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing /s/ S.B. /s/ ▇.▇. ▇▇▇▇▇▇ Company herein will constitute a release of the Company from causes of action, claims or claims, damages, losses, costs, expenses (including attorney’s fees) or other liabilities, indebtedness and obligations which may arise from acts or omissions by the Company after the Execution Date or in contravention of this Agreement. (1) These releases and waivers include, but are not limited to, to (but only to the extent not included in the Excluded Obligations) the following: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under the Company’s personnel policies or any contract of employment that may exist between Employee and the Company. (2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it. (b) In consideration of the promises made in this Agreement, the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his attorneys, accountants, agents and other representatives from ANY and ALL causes of action, claims and claims, damages, losses, costs, expenses (including attorney’s fees) and all other liabilities, the indebtedness and obligations that Company may have against the Employee (or any such representatives) or the Employee (or any such representatives) may owe the Company which could have arisen prior to the Execution Date in connection with or have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including including, without limitation, any of the same arising in connection with the Employment Agreement and any compensation due thereunderAgreement, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, or any /s/ T.F. /s/ H.M.S. Franklin Company federal, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or damages, losses, costs, or expenses (including attorney’s fees) or other liabilities, indebtedness and obligations which may arise from acts or omissions of Employee after the Execution Date or in contravention of this Agreement. Employee acknowledges that he is given up to 21 days in which to consider his release under the Age Discrimination in Employment Act of 1967, and an additional seven days after his actual execution of this Agreement in which to revoke this his waiver with respect to the Age /s/ S.B. /s/ ▇.▇. ▇▇▇▇▇▇ Company Discrimination in Employment Act of 1967, in which case, at the option of the Company, this entire Agreement may be made null and void. (c) Employee and the Company (as defined above in this section), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other obligations by the Company under Sections 3, 4, 5 (through the date on which the mutual release is executed) and 9 of this Agreement. (d) It is expressly agreed and understood by Employee and the Company that Sections 6(a)-(d) of this Agreement Section 7(a)-(e) constitutes a general releaserelease subject to the exclusions set forth therein. (ed) The Company will indemnify and hold harmless the Employee in respect of his acts or omissions as a director, officer, employee, or consultant occurring up to and including in respect of the actions of the board of directors of the Company through and until the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation incorporation, bylaws and bylaws officer and director liability insurance polices in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.

Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, and representatives, from ANY and ALL causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. s/ ▇.▇. /s/ H.M.S. Franklin ▇▇▇▇▇▇▇▇▇ Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of the Company to terminate, discipline, or otherwise manage employees or any federal, state, or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of the Company from causes of action, claims or damages, including attorney’s fees, which may arise from acts or omissions by the Company after the Execution Date or in contravention of this Agreement. (1) These releases and waivers include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under the Company’s personnel policies or any contract of employment that may exist between Employee and the Company. (2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it. (b) In consideration of the promises made in this Agreement, the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee from ANY and ALL causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, or any /s/ T.F. s/ ▇.▇. /s/ H.M.S. Franklin ▇▇▇▇▇▇▇▇▇ Company federal, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or damages, including attorney’s fees, which may arise from acts or omissions of Employee after the Execution Date or in contravention of this Agreement. (c) Employee and the Company (as defined above in this section), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other obligations by the Company under Sections 3, 4, 5 (through the date on which the mutual release is executed) and 9 of this Agreement. (d) It is expressly agreed and understood by Employee and the Company that this Agreement Section 7(a)-(e) constitutes a general release. (e) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.

Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, and representatives, from ANY and ALL causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary /s/ A.M. /s/ H.M.S. ▇▇▇▇▇▇▇ Company payments the Company agrees to make to Employee pursuant to the terms of this the Separation Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. /s/ H.M.S. Franklin Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of the Company to terminate, discipline, or otherwise manage employees or any federal, state, or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of the Company from causes of action, claims or damages, including attorney’s fees, which may arise from acts or omissions by the Company after the Execution Date or in contravention of this the Separation Agreement. (1) These releases and waivers include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under the Company’s personnel policies or any contract of employment that may exist between Employee and the Company. (2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it. (b) In consideration of the promises made in this Agreement, the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee from ANY and ALL causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee /s/ A.M. /s/ H.M.S. ▇▇▇▇▇▇▇ Company from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, or any /s/ T.F. /s/ H.M.S. Franklin Company federal, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or damages, including attorney’s fees, which may arise from acts or omissions of Employee after the Execution Date or in contravention of this the Separation Agreement. (c) Employee and the Company (as defined above in this section), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other obligations by the Company under Sections 3, 4, 5 (through the date on which the mutual release is executed) and 9 of this Agreement. (d) It is expressly agreed and understood by Employee and the Company that this Agreement Section 7(a)-(e1(a)-(d) constitutes a general release. (ed) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.

Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, employees and representatives, from ANY and ALL causes of action, claims, and damages, including attorney’s 's fees, Employee may have against the Company which could have arisen out of Employee’s 's employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms date of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, unconditionally and fully releases, acquits, acquits and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. /s/ H.M.S. Franklin Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney’s 's fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of the Company to terminate, discipline, or otherwise manage employees or any federal, state, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will shall constitute a release of the Company from causes of action, claims or damages, including attorney’s 's fees, which that may arise from acts or omissions by the Company after the Execution Date or in contravention of this Agreement. (1) Effective Date. These releases and waivers include, but are not limited to, claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers’ ' Compensation Act, and any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under the Company’s 's personnel policies or any contract of employment that may exist between Employee and the Company. (2) . Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releasesclaims. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it. (b) In consideration of the promises made in this Agreement, the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee from ANY and ALL causes of action, claims and damages, including attorney’s 's fees, the Company may have against Employee which could have arisen out of Employee’s 's employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, unconditionally and fully releases, acquits, acquits and forever discharges Employee from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts and expenses (including attorney’s 's fees and costs actually incurred), of any nature whatsoever (excluding any fraudulent, illegal or felonious actsacts committed or alleged to have been committed by Employee) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, or any tort, or any /s/ T.F. /s/ H.M.S. Franklin Company federal, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will shall constitute a release of Employee from causes of action, claims, or damages, including attorney’s 's fees, which that may arise from acts or omissions of Employee after the Execution Date or in contravention of this Agreement. (c) Employee and the Company (as defined above in this section), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other obligations by the Company under Sections 3, 4, 5 (through the date on which the mutual release is executed) and 9 of this Agreement. (d) Date. It is expressly agreed and understood by Employee and the Company that this Agreement Section 7(a)-(e) constitutes is a general release. (e) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.

Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, and representatives, from ANY and ALL causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments and the Option Grant the Company agrees to make to Employee pursuant under Sections 5 and 6 to the terms of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. /s/ H.M.S. Franklin Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of the Company to terminate, discipline, or otherwise manage employees or any federal, state, or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of the Company from causes of action, claims or damages, including attorney’s fees, which may arise from acts or omissions by the Company after the Execution Date or in contravention of this Agreement. (1) These releases and waivers include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under the Company’s personnel policies or any contract of employment that may exist between Employee and the Company. (2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it. (b) In consideration of the promises made in this Agreement, the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee from ANY and ALL causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, or any /s/ T.F. /s/ H.M.S. Franklin Company federal, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or damages, including attorney’s fees, which may arise from acts or omissions of Employee after the Execution Date or in contravention of this Agreement. (c) Employee and the Company (as defined above in this section)Section 8), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B D upon full payment by the Company of the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other applicable obligations by the Company under Sections 3, 4, 5 and 6 (through the date on which the mutual release is executed) and 9 of this Agreement). (d) It is expressly agreed and understood by Employee and the Company that this Agreement Section 7(a)-(e8(a)-(e) constitutes a general release. (e) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.

Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, employees and representatives, from ANY and ALL causes of action, claims, and damages, including attorney’s 's fees, Employee may have against the Company which could have arisen out of Employee’s 's employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms date of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, unconditionally and fully releases, acquits, acquits and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. /s/ H.M.S. Franklin Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney’s 's fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of the Company to terminate, discipline, or otherwise manage employees or any federal, state, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will shall constitute a release of the Company from causes of action, claims or damages, including attorney’s 's fees, which that may arise from acts or omissions by the Company after the Execution Date or in contravention of this Agreement. (1) Resignation Date. These releases and waivers include, but are not limited to, Title VII of the Civil Rights Act of 19641954, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 18661966, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers’ ' Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under the Company’s 's personnel policies or any contract of employment that may exist between Employee and the Company. (2) . Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releasesclaims. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it. (b) In consideration of the promises made in this Agreement, the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee from ANY and ALL causes of action, claims and damages, including attorney’s 's fees, the Company may have against Employee which could have arisen out of Employee’s 's employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, unconditionally and fully releases, acquits, acquits and forever discharges Employee from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts and expenses (including attorney’s 's fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, or any tort, or any /s/ T.F. /s/ H.M.S. Franklin Company federal, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will shall constitute a release of Employee from causes of action, claims, or damages, including attorney’s 's fees, which that may arise from acts or omissions of Employee after the Execution Resignation Date or in contravention of this Agreement. (c) Employee and relating to Employee's service as a consultant to the Company (as defined above in this section), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other obligations by the Company under Sections 3, 4, 5 (through the date on which the mutual release is executed) and 9 of this Agreement. (d) 5. It is expressly agreed and understood by Employee and the Company that this Agreement Section 7(a)-(e) constitutes is a general release. (e) . The Company will shall indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, employee or consultant occurring up to and including the Execution Resignation Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s 's articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, obligations or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.

Complete Releases. (a) In consideration of the promises made in this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present parents, subsidiaries, affiliates, shareholders, directors, officers, attorneys, accountants, agents, employees, and representatives, from ANY and ALL causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments and the grant of options to purchase 2,277,000 shares of Common Stock of the Company, the Company agrees to make to Employee pursuant to the terms of this the Transition Ferry Company Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. /s/ H.M.S. Franklin Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts, and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, any legal restrictions on the right of the Company to terminate, discipline, or otherwise manage employees or any federal, state, or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of the Company from causes of action, claims or damages, including attorney’s fees, which may arise from acts or omissions by the Company after the Execution Date or in contravention of this the Transition Agreement. (1) These releases and waivers include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under the Company’s personnel policies or any contract of employment that may exist between Employee and the Company. (2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it. (b) In consideration of the promises made in this Agreement, the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee from ANY and ALL causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, obligations, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts) known or unknown, suspected or unsuspected, including without Ferry Company limitation any rights arising out of alleged violations of any contract, express or implied, written or verbal, any covenant of good faith and fair dealing, express or implied, any tort, or any /s/ T.F. /s/ H.M.S. Franklin Company federal, state or other governmental statute, regulation, or ordinance. Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or damages, including attorney’s fees, which may arise from acts or omissions of Employee after the Execution Date or in contravention of this the Transition Agreement. (c) Employee and the Company (as defined above in this section), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other obligations by the Company under Sections 3, 4, 5 (through the date on which the mutual release is executed) and 9 of this Agreement. (d) It is expressly agreed and understood by Employee and the Company that this Agreement Section 7(a)-(e1(a)-(d) constitutes a general release. (ed) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.