Common use of Employee Release Clause in Contracts

Employee Release. Employee, ON BEHALF OF HIMSELF, HIS SPOUSE, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its respective predecessors, successors and assigns and its respective past and present stockholders, members, directors, officers, employees, agents, representatives, principals, insurers and attorneys (together the “Company Parties”) from any and all claims, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the Company Parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalf.

Employee Release. (a) Employee, ON BEHALF OF HIMSELFon Employee’s own part and on behalf of Employee’s dependents, HIS SPOUSEheirs, ATTORNEYSexecutors, HEIRSadministrators, EXECUTORSassigns, ADMINISTRATORSand successors, AGENTSand each of them, ASSIGNS AND ANY TRUSTShereby covenants not to xxx and fully releases, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHERacquits, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES and discharges the Company, its respective predecessors, successors and assigns and its respective past parent, subsidiaries, affiliates, and present stockholdersin such capacities, membersowners, trustees, directors, officers, agents, employees, agentsstockholders, representatives, principalsassigns, insurers and attorneys successors (together the collectively referred to as “Company PartiesReleasees”) with respect to and from any and all claims, demandswages, liabilitiesagreements, contracts, covenants, actions, suits, damages, lossescauses of action, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoeverdamages, and WHETHER OR NOT ACCRUED OR MATUREDliabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any of them have time heretofore owned or may haveheld against said Company Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive separation under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any transactionclaims for accrued, dealing, relationship, conduct, act vested benefits under any employee benefit plan or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the Company Parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee pension plan of the Company or any of its subsidiaries, or otherwise relating Releasees subject to the termination terms and conditions of such employment plan and applicable law; or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i5) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) a stockholder of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfReleasees.

Employee Release. (a) Employee, ON BEHALF OF HIMSELFon Employee’s own part and on behalf of Employee’s dependents, HIS SPOUSEheirs, ATTORNEYSexecutors, HEIRSadministrators, EXECUTORSassigns, ADMINISTRATORSand successors, AGENTSand each of them, ASSIGNS AND ANY TRUSTShereby covenants not to xxx and fully releases, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHERacquits, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES and discharges the Company, its respective predecessors, successors and assigns and its respective past parent, subsidiaries, affiliates, and present stockholdersin such capacities, membersowners, trustees, directors, officers, agents, employees, agentsstockholders, representatives, principalsassigns, insurers and attorneys successors (together the collectively referred to as “Company PartiesReleasees”) with respect to and from any and all claims, demandswages, liabilitiesagreements, contracts, covenants, actions, suits, damages, lossescauses of action, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoeverdamages, and WHETHER OR NOT ACCRUED OR MATUREDliabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any of them have time heretofore owned or may haveheld against said Company Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any transactionclaims for accrued, dealing, relationship, conduct, act vested benefits under any employee benefit plan or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the Company Parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee pension plan of the Company or any of its subsidiaries, or otherwise relating Releasees subject to the termination terms and conditions of such employment plan and applicable law; (5) as a stockholder or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release optionholder of the Company Parties from their respective obligations Releasees; [or (i6) under any provisions of the Agreement that expressly survive termination of employment, (ii) payments and benefits to provide the which Employee with any accrued or vested benefits the Employee may haveis entitled, if any, under the Company’s benefit plans terms and agreementsconditions of that certain Secondment Agreement, including without limitation by and between Employee and the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s terminationdated February __, 2010.]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalf.

Employee Release. (a) Employee, ON BEHALF OF HIMSELFon Employee’s own part and on behalf of Employee’s dependents, HIS SPOUSEheirs, ATTORNEYSexecutors, HEIRSadministrators, EXECUTORSassigns, ADMINISTRATORSand successors, AGENTSand each of them, ASSIGNS AND ANY TRUSTShereby covenants not to xxx and fully releases, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHERacquits, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES and discharges the Company, its respective predecessors, successors and assigns and its respective past parent, subsidiaries, affiliates, and present stockholdersin such capacities, membersowners, trustees, directors, officers, agents, employees, agentsstockholders, representatives, principalsassigns, insurers and attorneys successors (together the collectively referred to as “Company PartiesReleasees”) with respect to and from any and all claims, demandswages, liabilitiesagreements, contracts, covenants, actions, suits, damages, lossescauses of action, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoeverdamages, and WHETHER OR NOT ACCRUED OR MATUREDliabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any of them have time heretofore owned or may haveheld against said Company Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any transactionclaims for accrued, dealing, relationship, conduct, act vested benefits under any employee benefit plan or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the Company Parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee pension plan of the Company or any of its subsidiaries, or otherwise relating Releasees subject to the termination terms and conditions of such employment plan and applicable law; (5) as a stockholder or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release optionholder of the Company Parties from their respective obligations Releasees; [or (i6) under any provisions of the Agreement that expressly survive termination of employment, (ii) payments and benefits to provide the which Employee with any accrued or vested benefits the Employee may haveis entitled, if any, under the Company’s benefit plans terms and agreementsconditions of that certain Secondment Agreement, including without limitation by and between Employee and the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s terminationdated March 3, 2010.]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalf.

Employee Release. Except for the Stock Option Agreement or as otherwise provided in this Agreement, as of the Separation Date, Employee, ON BEHALF OF HIMSELFPrinse and Praag’s Company hereby and forever release and discharge Collexis and each director, HIS SPOUSEofficer, ATTORNEYSemployee, HEIRSconsultant, EXECUTORSshareholder, ADMINISTRATORSparent, AGENTSsubsidiary, ASSIGNS AND ANY TRUSTSsuccessor, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL assign and other affiliate thereof (TOGETHERcollectively, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its respective predecessors, successors and assigns and its respective past and present stockholders, members, directors, officers, employees, agents, representatives, principals, insurers and attorneys (together the “Company Collexis Released Parties”) from any and all claimsClaims, demandsincluding, liabilitieswithout limitation, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, all such Claims arising out of or relating related to, Employee’s Employment Agreement and any and all rights thereunder or termination thereof; any rights or promises made or believed to have been made with respect to any transactionshares, dealingoptions or other securities in or issued by the Collexis Released Parties; and any and all rights, relationshipclaims or interests in, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited in any way related to, any claim against of the Company assets or properties of or used by all or any one of the Collexis Released Parties based on, (the “Employee Release”). The foregoing Employee Release shall constitute a complete and general release of all such Claims and a covenant not to xxx all or any one of the Collexis Released Parties relating to or arising under wrongful dischargesuch Claims. Notwithstanding any provision of this Agreement to the contrary, breach but subject to any other agreement that may exist between any one of contract the Employee Released Parties and any Collexis Released Party with respect to the Van Praag Stock Sale (whether oral or writtenas defined below), tort, fraud in no event shall this Employee Release constitute a release by either Employee or Praag’s Company of Claims for monies (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII the “Purchase Price”) due from the private sale (the “Van Praag Stock Sale”) by either of Collexis B.V.’s shares (the Civil Rights Act of 1964, as amended, any other civil or human rights law, “Van Praag Stock”)(which shares have since been exchanged for CHI’s common shares via a corporate reorganization (the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “ClaimsExchange”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide any Collexis Released Party (other than Collexis) who is obligated to pay the Employee with any accrued Purchase Price or vested benefits such person’s obligation to pay the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements Purchase Price in connection with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfVan Praag Stock Sale.

Employee Release. EmployeeIn exchange for the consideration provided for in this Agreement and the Purchase Agreement, ON BEHALF OF HIMSELFEmployee (i) will (a) contemporaneously with the execution of this Agreement provide the Company’s counsel with an executed Stipulation of Discontinuance with Prejudice in the form annexed hereto as Exhibit C, HIS SPOUSErelating to the Summons with Notice, ATTORNEYSIndex No. 153282/12 filed in the Supreme Court of the State of New York, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL County of New York (TOGETHER, THE the “EMPLOYEE PARTIESSummons”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES which Stipulation of Discontinuance with Prejudice the Company’s counsel will hold in escrow in accordance with the terms of the Escrow Agreement and (b) within two (2) business days after the release of the Payment from escrow under the Escrow Agreement, the Company may file the Stipulation of Discontinuance with Prejudice in the Supreme Court of the State of New York, County of New York, without any further notice to Employee (provided, however, that in the event the Payment is not received by Employee for any reason, then the Company agrees that notwithstanding any termination or revocation of this Agreement, (x) the Stipulation of Discontinuance with Prejudice shall not be filed and (y) any suit or proceeding arising directly and/or indirectly pursuant to or under the Employment Agreement shall be brought solely in state court located in the City, County and State of New York); and (ii) irrevocably and unconditionally releases the Company, its respective predecessors, parents, subsidiaries, affiliates, and past, present and future officers, directors, agents, consultants, employees, representatives, and insurers, as applicable, together with all successors and assigns and its respective past and present stockholdersof any of the foregoing (collectively, members, directors, officers, employees, agents, representatives, principals, insurers and attorneys (together the “Company PartiesReleasees”) ), of and from any and all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, damagesand proceedings of whatsoever kind, lossesnature, expensesor description, attorneys’ feesdirect or indirect, obligations vested or causes of actioncontingent, KNOWN OR UNKNOWNknown or unknown, CONTINGENT OR NON-CONTINGENT suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any kind and every nature whatsoeverjurisdiction, and WHETHER OR NOT ACCRUED OR MATUREDthat the Employee or his predecessors, which any of them have legal representatives, heirs, successors or assigns, ever had, now has, or hereafter can, shall, or may have, arising out against the Company Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or relating to any transactionthing whatsoever from the beginning of the world through, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (and including, the date of this Agreement (“Claims”). Such release includes, but is not limited to, the violation of any claim against the Company Parties based onexpress or implied contract; any federal, relating state or local laws, restricting an employer’s right to terminate employees, or arising otherwise regulating employment; workers compensation, wage and hour, or other employee relations statutes, executive orders, ordinance, or regulations, including any rights or claims under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amendedamended by the Civil Rights Act of 1991, any other civil or human rights lawthe Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, Americans with Disabilities the Fair Labor Standards Act, Employee Retirement Income Security the WARN Act, the California Wage Orders, the California Labor Code Sections 207, 1183, and 6404.5, the California Occupational Safety and Health Act; AB 1825; the California Family Rights Act of 1974, as amended, or and/or any other federal, state or local laws covering the same subject matter; tort (including, without limitation, negligent conduct, invasion of privacy and defamation); any federal, state, or local laws providing recourse for retaliation, wrongful discharge, dismissal or other obligations arising out of public policy, physical or personal injury, fraud, negligent misrepresentations, and similar or related claims. The laws referred to in this section include statutes, regulations, other administrative guidance, and common law relating to employment or discrimination in employment) doctrines. Any and all claims and/or disputes arising out of or relating to any of the foregoing shall be, and are, finally compromised, released and settled. Notwithstanding the foregoing, this release does not include: (A) Employee’s right to enforce the terms of this Agreement, the Purchase Agreement and the relevant escrow agreements; (B) claims that may not be released as a matter of law; and (C) any rights under that certain indemnification agreement by and between the Company and the Employee dated as of on or around January 22, 2012 (the "Indemnification Agreement"). Employee understands that this Agreement releases claims that he may not know about. This is Employee’s knowing and voluntary intent, even though Employee recognizes that someday he might learn that some or all of the facts that he currently believes to be true are untrue and even though he might then regret having signed this Agreement. Except to enforce this Agreement, the Purchase Agreement, the relevant escrow agreements and the Indemnification Agreement, Employee agrees that he will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will he seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning his employment relationship with the Company and/or the termination thereof with respect to all of the claims released herein arising from the beginning of the world up to and including the date of execution of this Agreement (whether known or unknown to him and including any continuing effects of any acts or practices prior to the date of execution of this Agreement). Except for the payments and benefits set forth herein and in the Purchase Agreement, Employee acknowledges that he has been paid all wages and other amounts due to him and that he is not entitled to any other payments or benefits of any kind. If Employee should bring any action arising out of the subject matter covered by this Agreement, except to enforce this Agreement, the Purchase Agreement, the relevant escrow agreements, or the Indemnification Agreement, he understands and recognizes that he will, at the option of the Company, be considered in breach of this Agreement and shall be required to immediately return any and all funds received pursuant to this Agreement. Furthermore, if the Company should prevail concerning any or all of the issues so presented, Employee shall pay to the Company all of the costs and expenses associated with prosecuting a claim for breach, including attorneys’ fees. The Employee agrees that this Agreement does not constitute any admission by the Company that any personnel action it took with respect to the Employee was wrongful, unlawful, tortious, in contravention to the laws or his services as an officer or employee public policies of the Company State of New York or California, in breach of any of its subsidiarieswritten or oral contract, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description in violation of any other agreements with the Company that expressly survive Employee’s termination]. Employeefederal statute, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIESregulation, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfand/or constitutional provision.

Employee Release. EmployeeExcept for the Stock Option Agreement or as otherwise provided in this Agreement, ON BEHALF OF HIMSELFas of the Separation Date, HIS SPOUSEEmployee and Buurman’s Company hereby and forever release and discharge Collexis and each director, ATTORNEYSofficer, HEIRSemployee, EXECUTORSconsultant, ADMINISTRATORSshareholder, AGENTSparent, ASSIGNS AND ANY TRUSTSsubsidiary, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL successor, assign and other affiliate thereof (TOGETHERcollectively, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its respective predecessors, successors and assigns and its respective past and present stockholders, members, directors, officers, employees, agents, representatives, principals, insurers and attorneys (together the “Company Collexis Released Parties”) from any and all claimsClaims, demandsincluding, liabilitieswithout limitation, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, all such Claims arising out of or relating related to, Employee’s Employment Agreement and any and all rights thereunder or termination thereof; any rights or promises made or believed to have been made with respect to any transactionshares, dealingoptions or other securities in or issued by the Collexis Released Parties; and any and all rights, relationshipclaims or interests in, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited in any way related to, any claim against of the Company assets or properties of or used by all or any one of the Collexis Released Parties based on, (the “Employee Release”). The foregoing Employee Release shall constitute a complete and general release of all such Claims and a covenant not to sxx all or any one of the Collexis Released Parties relating to or arising under wrongful dischargesuch Claims. Notwithstanding any provision of this Agreement to the contrary, breach but subject to any other agreement that may exist between any one of contract the Employee Released Parties and any Collexis Released Party with respect to the Buurman Stock Sale (whether oral or writtenas defined below), tort, fraud in no event shall this Employee Release constitute a release by either Employee or Buurman’s Company of Claims for monies (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII the “Purchase Price”) due from the private sale (the “Buurman Stock Sale”) by either of Collexis B.V.’s shares (the Civil Rights Act of 1964, as amended, any other civil or human rights law, “Buurman Stock”)(which shares have since been exchanged for CHI’s common shares via a corporate reorganization (the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “ClaimsExchange”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide any Collexis Released Party (other than Collexis) who is obligated to pay the Employee with any accrued Purchase Price or vested benefits such person’s obligation to pay the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements Purchase Price in connection with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfBuurman Stock Sale.

Employee Release. Employee, ON BEHALF OF HIMSELF, HIS SPOUSE, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE a) In consideration of the payments (less all applicable withholdings) set forth in Section 3(b) above and subject to the Company’s execution and delivery of this Release in the space provided below (the “EMPLOYEE PARTIESEmployee Consideration”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the CompanyEmployee, its respective predecessorson behalf of himself and his agents, heirs, executors, successors and assigns (collectively, the “Employee Parties”), knowingly and voluntarily releases, remises, and forever discharges the Company and its respective past parents, subsidiaries or affiliates, together with each of their current and present stockholdersformer principals, membersofficers, directors, officerspartners, employeesshareholders, agents, representativesrepresentatives and employees, principalsand each of their respective affiliates, insurers and attorneys each of the above listed person’s heirs, executors, successors and assigns whether or not acting in his or her representative, individual or any other capacity (together collectively, the “Company PartiesReleasees”) ), to the fullest extent permitted by law, from any and all claimsdebts, demands, liabilitiesactions, suitscauses of actions, accounts, covenants, contracts, agreement, claims, damages, lossescosts, expenses, attorneys’ feesomissions, obligations or causes of actionpromises, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of and any kind and every nature all claims and liabilities whatsoever, of every name and WHETHER OR NOT ACCRUED OR MATUREDnature, known or unknown, suspected or unsuspected, both in law and equity (“Claims”), which any of them have Employee ever had, now has, or may have, arising out of or relating hereafter claim to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim have against the Company Parties based onReleasees by reason of Employee’s employment with the Company or any other Company Releasee, the termination thereof, or any other matter, cause or thing whatsoever relating thereto arising from the beginning of time to the time he signs this Release (the “Employee General Release”). The Employee General Release shall apply to any Claim of any type, including, without limitation, any Claims with respect to Employee’s entitlement to any wages, bonuses, benefits, payments, or arising under other forms of compensation; any claims of wrongful discharge, breach of contract (whether oral or written)contract, tortbreach of the covenant of good faith and fair dealing, fraud (including fraudulent inducement into this Release)violation of public policy, defamation, negligencepersonal injury, promissory estoppel, retaliatory discharge, or emotional distress; any Claims of any type that Employee may have arising under the common law; any Claims under Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights lawthe Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Americans with With Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974Act, the Fair Labor Standards Act, the federal Workers’ Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended, or ; and any other federal, state or local law relating statutes, regulations, ordinances or common law, or under any policy, release, contract, understanding or promise, written or oral, formal or informal, between any of the Company Releasees and Employee, and shall further apply, without limitation, to employment any and all Claims in connection with, related to or discrimination in employment) arising out of or relating to Employee’s employment by relationship, or the Company or termination of his services as an officer or employee of employment, with the Company or any Company Releasee. (b) Employee intends that the Employee General Release extend to any and all Claims of its subsidiariesany kind or character related to the Company or any Company Releasee, and Employee, on behalf of himself, his agents, heirs, executors, successors and assigns, therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release of unknown claims. (c) Employee represents and warrants that Employee has not filed, and Employee will not file, any lawsuit or institute any proceeding, charge, complaint or action asserting any claim released by this Release before any federal, state, or otherwise relating local administrative agency or court against any Company Releasee, concerning any event occurring prior to the termination signing of such employment this Release. Employee further represents and warrants that his resignation from the Company is not the result of any issue, concern or disagreement with the Agreement Company’s strategy, operations, accounting, financial reporting or internal control over financial reporting. (collectivelyd) Employee understands that nothing contained in this Release limits Employee’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (each a “ClaimsGovernment Agency”); provided. Employee further understands that this Release does not limit Employee’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, howeverincluding providing documents or other information, without notice to the Company. However, to the maximum extent permitted by law, Employee agrees that if such general release will a charge or complaint is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. This Release does not limit or prohibit Employee’s right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law. The Parties also hereby agree that nothing contained in this Release shall constitute or be treated as an admission of liability or wrongdoing by any party. (e) Nothing in this Section 8 shall be deemed to release the Company Parties from their respective obligations (i) under any provisions Employee’s right to enforce the terms of the Agreement that expressly survive termination of employmentthis Release, (ii) to provide the Employee with any accrued or vested benefits the Employee may haveEmployee’s rights, if any, to any vested benefits as of Employee’s last day of employment with the Company under the Company’s terms of an employee compensation or benefit plans and agreementsplan, including without limitation the Company’s equity incentive plansprogram or arrangement in which Employee is a participant, (iii) any rights of the Employee to indemnification or advancement of expenses under any director and officer indemnification agreements of the organizational documents of, or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of any other agreement with, the Company or of any Affiliate of its subsidiaries the Company, or [(iv) insert at the time of termination a description of any other agreements with the Company Claim that expressly survive Employee’s termination]. Employeecannot be waived under applicable law, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, including any rights to workers’ compensation or unemployment insurance. (f) Employee hereby represents and warrants to the Company that no other Employee is the sole owner of any Claims that he may now have or in the past had against any of the Company Releasees and that Employee has not assigned, transferred, or purported to assign or transfer any such Claim to any person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfentity.

Employee Release. Xxxxx X. Xxxxx (“Employee, ON BEHALF OF HIMSELF, HIS SPOUSE, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES in consideration for the payment of monies and benefits by Department 56, Inc. (the “Company”) pursuant to the Letter Agreement to which this Release is annexed as Exhibit A (the “Letter Agreement”), does hereby confirm his agreement and delivery of this Release by setting forth his signature in the space provided below. Employee, on behalf of himself and his heirs and representatives, hereby releases Company and all of its respective affiliates, predecessors, successors and assigns and its respective past and present stockholderssubsidiaries, memberssuccessors, employees, officers, directors, officersagents, employees, agentsinsurers, representatives, principalscounsel, insurers and attorneys (together the “Company Parties”) from any shareholders, and all other persons, entities, and corporations affiliated or related with any of them, from all liability for damages, claims, and, demands, liabilitieswhether known or unknown, suitsof any kind, damages, lossesincluding all claims for costs, expenses, and attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, fees arising out of any events, acts, decisions, or relating omissions occurring prior to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE execution of this Release (including, but not limited to, any claim against Employee’s resignation of employment with Company). Employee understands that this Release is a full, final and complete settlement and release of all his claims whatsoever. Without limiting the Company Parties based ongenerality of the foregoing, relating to or arising under wrongful Employee does hereby waive, release and discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amendedand agree to hold harmless Company from, any other civil or human rights lawand all rights, the Age Discrimination in Employment Act claims and causes of 1967, Americans with Disabilities Act, action whatsoever Employee Retirement Income Security Act of 1974, as amendedmay have, or which may arise, against Company for all claims, including equitable or at law and including but not limited to those based on libel, invasion of privacy, violation of any other federalright of publicity, state copyright or local law relating trademark infringement in connection with any publication or use, past, present or future, of Employee’s name, image, signature or any photographic reproductions, modifications or alterations thereof in conjunction with Company’s promotional material and products. Employee hereby further assigns to employment Company all his right, title and interest in any and all inventions, discoveries, improvements and ideas, whether or discrimination not in employmentwriting or reduced to practice and whether or not patentable or copyrightable, made, authored or conceived by Employee, whether by the Employee’s individual efforts or in connection with the efforts of others, and that either (i) arising out of relate or relating related to the Company’s business, products or processes, past, present, anticipated or under development, or (ii) result or resulted from the Employee’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiariesCompany, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under use or used Company’s equipment, supplies, facilities or trade secret information. Employee further agrees that he will not institute any director claim for damages, by charge or otherwise, nor otherwise authorize any other party, governmental or otherwise, to institute any claim for damages via administrative or legal proceedings against Company, its affiliates, predecessors, subsidiaries, successors, employees, officers, directors, agents, insurers, representatives, counsel, shareholders, and officer indemnification agreements all other persons, entities, and corporations affiliated or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or related with any of its subsidiaries them based on any events, acts, decisions, or [omissions occurring prior to execution of this Release. Employee also waives the right to money damages or other legal or equitable relief awarded by any governmental agency related to any such claim. ADDITIONALLY, THIS RELEASE SPECIFICALLY WAIVES ALL OF EMPLOYEE’S RIGHTS AND CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee29 U.S.C. § 621 et seq.), ON BEHALF OF HIMSELF AS AMENDED, AND THE EMPLOYEE PARTIESOLDER WORKERS’ BENEFIT PROTECTION ACT, hereby represents AS AMENDED. In connection with this waiver, Employee acknowledges and warrants that no other person or entity has initiated or, agrees to the extent within his control, will initiate any such proceeding on his or their behalf.following:

Employee Release. Employee, ON BEHALF OF HIMSELFfor Employee and for Employee's executors, HIS SPOUSEadministrators, ATTORNEYSattorneys, HEIRSpersonal representatives, EXECUTORSsuccessors, ADMINISTRATORSand assigns, AGENTSfor and in consideration of promises made herein, ASSIGNS AND ANY TRUSTSdoes hereby irrevocably and KNOWINGLY, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHERVOLUNTARILY and unconditionally waive and release fully and forever any claim, THE “EMPLOYEE PARTIES”)cause of action, HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES loss, expense, or damage, known or unknown, of any and every nature whatsoever against the Company, its respective predecessors, successors and assigns Company and its respective past and present stockholdersparents, memberssubsidiaries, divisions, related or affiliated entities, and all officers, directors, officersagents, insurers, attorneys, employees, agentsor trustees of any or all of the aforesaid entities (hereinafter collectively referred to as "Released Entities"), representatives, principals, insurers and attorneys (together the “Company Parties”) of whatever nature arising from any and all claimsoccurrence or occurrences, demandsfrom the beginning of time until the date of Employee's execution of this Agreement, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations including without limitation any claims arising or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of in any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, arising out of way resulting from or relating to Employee's employment with the Company or the termination therefrom. It is understood that this release does not serve to waive any transactionclaims that, dealingpursuant to law, relationshipcannot be waived or subject to a release of this kind, conductincluding claims for unemployment or workers' compensation benefits. By signing this Agreement, act Employee is not giving up: (i) any rights or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE claims that arise after Employee signs this Agreement; (including, but not limited to, ii) any claim to challenge the release under the ADEA; (iii) any rights to vested retirement benefits; and (iv) any rights that cannot be waived by operation of law. Without limitation of the foregoing, Employee specifically waives any claims against the Company Parties based on, relating to or all Released Entities arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights lawthe Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Fair Labor Standards Act, the Portal to Portal Act, the Pennsylvania Human Relations Act, the Pennsylvania Minimum Wage Act, the Pennsylvania Wage Payment and Collection Law, the South Carolina Human Affairs Law, S.C. Code Xxx. §§ 1-13-10 et seq.; the South Carolina Wage Payment Law, S.C. Code Xxx. §§ 41-10-10 et seq.; the South Carolina Military Reemployment Rights Law, S.C. Code Xxx. §§ 25-1-2310 et seq.; the South Carolina Right to Work Law, S.C. Code Xxx. §§ 47-7-10 et seq.; all as amended, or any other federal, state state, or local law or ordinance relating in any way to unlawful discharge, discrimination, retaliation, wage payment, or fair employment practices, or discrimination any claim under any statutory or common law theory. Should Employee institute any claim released by this paragraph, or should any other person institute such a claim on his behalf, Employee will reimburse the Company or applicable party, as applicable, for any legal fees and expenses incurred in employment) defending such a claim. The intent of this paragraph is to capture any and all claims that Employee has or may have against the Released Parties arising out from events occurring prior to the execution of this Agreement and covered by the foregoing release of claims. Employee warrants and represents that Employee has not, prior to signing this Agreement, filed any claim, charge, or complaint with any court or government agency in any way relating to Employee's employment with the Company, nor has Employee filed any claim, charge, or complaint whatsoever against any of the Released Entities identified above. While this release does not prohibit Employee from disclosing the terms of this Agreement and/or filing a charge with the EEOC, NLRB or any other governmental entity related to the Employee’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination separation of employment, (ii) Employee understands and acknowledges that the General Release and Waiver of Claims set forth above will completely bar any recovery or relief obtained on Employee's behalf, whether monetary or otherwise, with respect to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or claims that Employee has released against any and all of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfReleased Entities.

Employee Release. Employee, ON BEHALF OF HIMSELF, HIS SPOUSE, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL In consideration of the benefits provided to you pursuant to this Agreement (TOGETHER, THE “EMPLOYEE PARTIES”including the Severance Benefits set forth in Paragraph 3), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES you hereby release and forever discharge the Company, its Prudential plc, and each of their respective predecessorsparents, successors subsidiaries, affiliates, and assigns investors, each fund, and its each of the above parties’ respective past and present stockholdersofficers, owners, directors, partners, members, directors, officersshareholders, employees, business partners, agents, representativesportfolio companies predecessors, principalssuccessors, insurers and attorneys assigns (together collectively, the “Company Parties”) ), from any and all claims, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT and liabilities of any kind and every nature whatsoevernature, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, those claims concerning or arising, directly or indirectly, from your service with the Company or the termination thereof, including, but not limited to, all actions, causes of action, suits, debts, sums of money, attorneys’ fees, costs, accounts, covenants, controversies, agreements, promises, damages, claims, grievances, arbitrations, and demands whatsoever, known or unknown, at law or in equity, by contract (express or implied), in tort, or pursuant to statute, or otherwise (collectively, “Claims”), that you now have, ever have had, or will ever have based on, by reason of, or arising out of any claim against event, occurrence, action, inaction, transaction, or thing of any kind or nature occurring prior to or on the date that you sign this Agreement. Without limiting the generality of the above, you specifically release and discharge the Company Parties based onfrom any and all Claims arising, relating to directly or indirectly, from your affiliation with the Company and its affiliates or any other Company Party or the termination thereof, arising under wrongful discharge, breach the Employee Retirement Income Security Act of contract 1974 (whether oral or writtenexcept as to Claims pertaining to vested benefits under the Company’s employee benefit plan(s), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act (the “ADEA”), the National Labor Relations Act, the Immigration Reform Control Act, the Occupational Safety and Health Act, the Civil Rights Act of 19671991, the Equal Pay Act, the Rehabilitation Act, the Americans with Disabilities Act, Employee Retirement Income Security Act the New York State Human Rights Law, the New York City Human Rights Law, or the New York Labor Law, or any applicable amendment to any of 1974, as amendedthe foregoing acts and laws, or any other federal, state state, local, or local law relating to employment non-U.S. law, statute, ordinance, rule, regulation, decision, or discrimination order. The release contained in employment) arising out of or relating to Employee’s employment by the Company or his services this Paragraph 7 covers all Claims that have accrued as an officer or employee of the Company or any of its subsidiariestime you execute this Agreement, or otherwise relating to including both those that you know about and those that you may not know about, and you intend that the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such release contained herein shall constitute a general release will not limit or release of any and all claims that you may have against the Company Parties from their respective obligations (i) under to the fullest extent permissible by law, including any provisions rights to participate in, or collect damages in connection with, a collective action brought in respect of the any such released claims. The provision of any benefits to you in this Agreement that expressly survive termination does not signify any admission of employment, (ii) to provide the Employee with any accrued wrongdoing or vested benefits the Employee may have, if any, under liability by the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalf.

Employee Release. (a) Employee, ON BEHALF OF HIMSELFon Employee’s own part and on behalf of Employee’s dependents, HIS SPOUSEheirs, ATTORNEYSexecutors, HEIRSadministrators, EXECUTORSassigns, ADMINISTRATORSand successors, AGENTSand each of them, ASSIGNS AND ANY TRUSTShereby covenants not to xxx and fully releases, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHERacquits, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES and discharges the Company, its respective predecessors, successors and assigns and its respective past parent, subsidiaries, affiliates, and present stockholdersin such capacities, membersowners, trustees, directors, officers, agents, employees, agentsstockholders, representatives, principalsassigns, insurers and attorneys successors (together the collectively referred to as “Company PartiesReleasees”) with respect to and from any and all claims, demandswages, liabilitiesagreements, contracts, covenants, actions, suits, damages, lossescauses of action, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoeverdamages, and WHETHER OR NOT ACCRUED OR MATUREDliabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any of them have time heretofore owned or may haveheld against said Company Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive separation under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any transactionclaims for accrued, dealing, relationship, conduct, act vested benefits under any employee benefit plan or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the Company Parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee pension plan of the Company or any of its subsidiaries, or otherwise relating Releasees subject to the termination terms and conditions of such employment plan and applicable law; (5) as a stockholder or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release optionholder of the Company Parties from their respective obligations Releasees and as provided in any agreement with regard thereto; and (i6) under any provisions of payments and benefits to which Employee is entitled to receive following the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may haveSeparation Date, if any, under the Company’s benefit plans terms and agreementsconditions of that certain Secondment Agreement, including without limitation by and between Employee and the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or dated as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. EmployeeMarch 3, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalf2010.

Employee Release. (a) In consideration of the payments and benefits provided to the Employee under the Employment Agreement and after consultation with counsel, the Employee and each of the Employee’s respective heirs, ON BEHALF OF HIMSELFexecutors, HIS SPOUSEadministrators, ATTORNEYSrepresentatives, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its respective predecessorsagents, successors and assigns (collectively, the “Employee Parties”) hereby irrevocably and unconditionally release and forever discharge the Company and its subsidiaries and affiliates and each of their respective past and present stockholders, members, directors, officers, employees, agentsdirectors, representatives, principals, insurers shareholders and attorneys agents (together the “Company Parties”) from any and all claims, demandsactions, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWNrights, CONTINGENT OR NON-CONTINGENT judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any kind and every nature whatsoeverClaims under any federal, and WHETHER OR NOT ACCRUED OR MATUREDstate, which any of them have local or foreign law, that the Employee Parties may have, or in the future may possess, arising out of (i) the Employee’s employment relationship with and service as an employee, officer or relating director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the Employee does not release, discharge or waive (i) any rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Employee of this Release, (ii) any right the Employee may have to enforce this Release or the Employment Agreement, (iii) the Employee’s eligibility for indemnification in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any transactionliability he incurred or might incur as an employee, dealingofficer or director of the Company, relationshipor (iv) any claims for accrued, conductvested benefits under any long‑term incentive, act employee benefit or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (retirement plan of the Company subject to the terms and conditions of such plan and applicable law including, but not limited towithout limitation, any claim against such claims under the Company Parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalf.

Employee Release. Employee, ON BEHALF OF HIMSELF, HIS SPOUSE, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL In consideration of the benefits provided to you pursuant to this Agreement (TOGETHER, THE “EMPLOYEE PARTIES”including the Severance Benefits set forth in Paragraph 3), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES you hereby release and forever discharge the Company, its Prudential plc, and each of their respective predecessorsparents, successors subsidiaries, affiliates, and assigns investors, each fund, and its each of the above parties’ respective past and present stockholdersofficers, owners, directors, partners, members, directors, officersshareholders, employees, business partners, agents, representativesportfolio companies predecessors, principalssuccessors, insurers and attorneys assigns (together collectively, the “Company Parties”) ), from any and all claims, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT and liabilities of any kind and every nature whatsoevernature, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, those claims concerning or arising, directly or indirectly, from your service with the Company or the termination thereof, including, but not limited to, all actions, causes of action, suits, debts, sums of money, attorneys’ fees, costs, accounts, covenants, controversies, agreements, promises, damages, claims, grievances, arbitrations, and demands whatsoever, known or unknown, at law or in equity, by contract (express or implied), in tort, or pursuant to statute, or otherwise (collectively, “Claims”), that you now have, ever have had, or will ever have based on, by reason of, or arising out of any claim against event, occurrence, action, inaction, transaction, or thing of any kind or nature occurring prior to or on the date that you sign this Agreement. Without limiting the generality of the above, you specifically release and discharge the Company Parties based onfrom any and all Claims arising, relating to directly or indirectly, from your affiliation with the Company and its affiliates or any other Company Party or the termination thereof, arising under wrongful discharge, breach the Employee Retirement Income Security Act of contract 1974 (whether oral or writtenexcept as to Claims pertaining to vested benefits under the Company’s employee benefit plan(s), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act (the “ADEA”), the National Labor Relations Act, the Immigration Reform Control Act, the Occupational Safety and Health Act, the Civil Rights Act of 19671991, the Equal Pay Act, the Rehabilitation Act, the Americans with Disabilities Act, Employee Retirement Income Security Act the New York State Human Rights Law, the New York City Human Rights Law, or the New York Labor Law, or any applicable amendment to any of 1974, as amendedthe foregoing acts and laws, or any other federal, state state, local, or local law relating non-U.S. law, statute, ordinance, rule, regulation, decision, or order. The release contained in this Paragraph 7 covers all Claims that have accrued as of the time you execute this Agreement, including both those that you know about and those that you may not know about, and you intend that the release contained herein shall constitute a general release of any and all claims that you may have against the Company Parties to employment the fullest extent permissible by law, including any rights to participate in, or discrimination collect damages in employment) arising out connection with, a collective action brought in respect of any such released claims. The provision of any benefits to you in this Agreement does not signify any admission of wrongdoing or relating to Employee’s employment liability by the Company or his services as an officer or employee Parties. Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) your rights with respect to payment of amounts under this Agreement (or to bring any provisions claim against the Company alleging a breach of the this Agreement that expressly survive termination of employment, and/or seeking damages arising from such alleged breach) or (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreementsClaims that cannot be waived by law, including without limitation the right to bring an administrative charge with, or to participate in an investigation conducted by, or to participate in a proceeding involving, the Equal Employment Opportunity Commission or other comparable state or local administrative agency. You hereby acknowledge that you have been provided Schedule B to this Agreement, a table that lists the job titles and ages of the positions selected or not selected for participation in the separation program, in compliance with the Older Workers Benefit Protection Act, Title 29, section 1625.22. By executing this Agreement, you understand that you are explicitly releasing all Claims relating to your employment and its termination under the ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. In addition, and notwithstanding anything to the contrary herein, the above release of claims does not release or affect (i) your right to receive payment of accrued but unpaid base salary through the Separation Date (ii) your rights under the Company’s equity incentive group health and/or welfare plans, (iii) your vested rights under any director the Company’s 401(k) plan, and officer (iv) your rights to indemnification agreements or as provided by law or under the certificates of incorporation or Company’s by-laws (and/or other corporate agreements and/or under any D&O and/or other insurance policies or like constitutive documents) Company practices applicable to you or company executives and/or employees. For the avoidance of doubt, the Company or any conclusion of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements your employment with the Company that expressly survive Employee’s termination]. Employeeshall not diminish your rights under the foregoing indemnification arrangements, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or which shall remain in effect in accordance with their behalfterms.

Employee Release. Employee, ON BEHALF OF HIMSELF, HIS SPOUSE, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES Employee agrees that the Company, its respective predecessors, successors and assigns foregoing consideration represents settlement in full of all outstanding obligations owed to him by the Company and its respective past and present stockholders, membersofficers, directors, officers, employees, agents, representativesinvestors, principalsattorneys, insurers shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and attorneys subsidiaries, and predecessor and successor corporations and assigns (together collectively, the “Company PartiesReleasees”) ). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation: i. any and all claimsclaims relating to or arising from Employee’s employment relationship with the Company and the Separation of that relationship; ii. any and all claims relating to, demandsor arising from, liabilitiesEmployee’s right to acquire, suitsor acquisition of securities of the Company, damagesincluding, losseswithout limitation, expensesany claims for fraud, attorneys’ feesmisrepresentation, obligations breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or causes federal law; iii. any and all claims for wrongful discharge of actionemployment; separation in violation of public policy; discrimination; harassment; retaliation; breach of contract, KNOWN OR UNKNOWNboth express and implied; breach of covenant of good faith and fair dealing, CONTINGENT OR NON-CONTINGENT both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; iv. any and all claims for violation of any kind and every nature whatsoeverfederal, and WHETHER OR NOT ACCRUED OR MATUREDstate, which any of them have or may havemunicipal statute, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the Company Parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, ; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967, Americans with Disabilities ; the Older Workers Benefit Protection Act, ; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; v. any and all claims for violation of the federal or any state constitution; vi. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; vii. any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as amendeda result of this Agreement; and viii. any and all claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement or the Consulting Agreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other federallocal, state state, or local law relating federal administrative body or government agency that is authorized to employment enforce or discrimination in administer laws related to employment) , against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company). This release does not extend to any claims for indemnity, including pursuant to the Indemnification Agreement, occurring prior to the Separation Date, to the maximum extent permitted by applicable law, arising out of any claims or relating to suits against Employee in connection with Employee’s employment with the Company, for which Employee shall immediately notify Company upon his awareness of such a claim. Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this agreement, except as required by the Company applicable law. Employee represents that he has made no assignment or his services as an officer or employee transfer of the Company or any right, claim, complaint, charge, duty, obligation, demand, cause of its subsidiariesaction, or otherwise relating to the termination of such employment other matter waived or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided released by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfthis Section.

Employee Release. Except for those obligations created by or arising out of this Agreement, Employee, ON BEHALF OF HIMSELFon Employee’s own behalf and on behalf of Employee’s descendants, HIS SPOUSEdependants, ATTORNEYSspouse, HEIRSheirs, EXECUTORSexecutors, ADMINISTRATORSadministrators, AGENTSassigns and successors, ASSIGNS AND ANY TRUSTSand each of them, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL does hereby covenant not to xxx and acknowledges complete satisfaction of and hereby fully and forever releases, absolves and discharges Bancorp and Bank and their respective subsidiaries, and affiliated corporations, businesses and partnerships, past, present and future (TOGETHERcollectively, THE the “EMPLOYEE PARTIESGroup”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES and each of Group’s respective trustees, directors, officers, shareholders, partners, agents, employees, representatives, attorneys, employee benefits plans (including the Companypast, its present, and future respective trustees and administrator’s fiduciaries thereof), past and present, as well as the heirs, executors, administrators, predecessors, successors and assigns of all the foregoing, and its respective past and present stockholders, members, directors, officers, employees, agents, representatives, principals, insurers and attorneys each of them (together hereinafter collectively referred to as the “Company PartiesReleasees”) with respect to and from any and all claims, demands, liabilitiesrights, liens, agreements, contracts, covenants, actions, suits, damagescauses of action, lossescharges, grievances, wages, employment benefits, obligations, debts, costs, expenses, attorneys’ fees, obligations damages, judgments, orders and liabilities of whatever kind or causes of actionnature in law, KNOWN OR UNKNOWNequity or otherwise, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoeverwhether now known or unknown, suspected or unsuspected, and WHETHER OR NOT ACCRUED OR MATUREDwhether or not concealed or hidden (hereinafter collectively referred to as “Claims” and individually a “Claim”), which Employee now owns or holds or has at any time heretofore owned or held as against Company Releasees, or any of them have or may havethem, arising out of or relating in any way connected with or related to or concerning: (i) any transactionClaim that was or could have been asserted by Employee; or (ii) Employee’s employment relationship with Bank or Bancorp or the termination or resignation thereof; or (iii) wrongful termination, breach of express and/or implied-in-fact contract, breach of the covenant of good faith and fair dealing, relationshipviolation of public policy, conductintentional and/or negligent infliction of emotional distress, act defamation, invasion of privacy, fraud and/or negligent misrepresentation, intentional and/or negligent interference with contractual relations and/or prospective economic advantage, and other common law counts; or omission(iv) any violation of any federal, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE state, or local law (whether statutory or common law), regulation or ordinance (including, but not limited to, to any claim against the Company Parties based on, relating to for discrimination or arising retaliation under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967Act, the Americans with Disabilities Act, the Family and Medical Leave Act, that Fair Labor Standards Act, the National Labor Relations Act, the Worker Adjustment Retraining and Notification Act, the Employee Retirement Income Security Act Act, the California Fair Employment and Housing Act, the California Family Rights Act, and the California Labor Code); or (v) any Claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health and medical insurance or any other fringe benefit, or disability; or (vi) any other transactions, or occurrences, acts, or omissions of 1974any laws, as amendedand damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of Company Releasees, or any other federalof them, state committed or local law relating omitted prior to employment or discrimination in employment) arising out the date of or relating to Employee’s employment by the Company or his services as an officer or employee execution of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfthis Agreement.

Employee Release. Employee, ON BEHALF OF HIMSELFfor Employee and for Employee's executors, HIS SPOUSEadministrators, ATTORNEYSattorneys, HEIRSpersonal representatives, EXECUTORSsuccessors, ADMINISTRATORSand assigns, AGENTSfor and in consideration of promises made herein, ASSIGNS AND ANY TRUSTSdoes hereby irrevocably and KNOWINGLY, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHERVOLUNTARILY and unconditionally waive and release fully and forever any claim, THE “EMPLOYEE PARTIES”)cause of action, HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES loss, expense, or damage, known or unknown, of any and every nature whatsoever against the Company, its respective predecessors, successors and assigns Company and its respective past and present stockholdersparents, memberssubsidiaries, divisions, related or affiliated entities, and all officers, directors, officersagents, insurers, attorneys, employees, agentsor trustees of any or all of the aforesaid entities (hereinafter collectively referred to as "Released Entities"), representatives, principals, insurers and attorneys (together the “Company Parties”) of whatever nature arising from any and all claimsoccurrence or occurrences, demandsfrom the beginning of time until the date of Employee's execution of this Agreement, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations including without limitation any claims arising or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of in any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, arising out of way resulting from or relating to Employee's employment with the Company or the termination therefrom. It is understood that this release does not serve to waive any transactionclaims that, dealingpursuant to law, relationshipcannot be waived or subject to a release of this kind, conductincluding claims for unemployment or workers' compensation benefits. By signing this Agreement, act Employee is not giving up: (i) any rights or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE claims that arise after Employee signs this Agreement; (including, but not limited to, ii) any claim to challenge the release under the ADEA; (iii) any rights to vested retirement benefits; and (iv) any rights that cannot be waived by operation of law. Without limitation of the foregoing, Employee specifically waives any claims against the Company Parties based on, relating to or all Released Entities arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights lawthe Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Fair Labor Standards Act, the Portal to Portal Act, the Pennsylvania Human Relations Act, the Pennsylvania Minimum Wage Act, the Pennsylvania Wage Payment and Collection Law, all as amended, or any other federal, state state, or local law or ordinance relating in any way to unlawful discharge, discrimination, retaliation, wage payment, or fair employment practices, or discrimination any claim under any statutory or common law theory. Should Employee institute any claim released by this paragraph, or should any other person institute such a claim on her behalf, Employee will reimburse the Company or applicable party, as applicable, for any legal fees and expenses incurred in employment) defending such a claim. The intent of this paragraph is to capture any and all claims that Employee has or may have against the Released Parties arising out from events occurring prior to the execution of this Agreement and covered by the foregoing release of claims. Employee warrants and represents that Employee has not, prior to signing this Agreement, filed any claim, charge, or complaint with any court or government agency in any way relating to Employee's employment with the Company, nor has Employee filed any claim, charge, or complaint whatsoever against any of the Released Entities identified above. While, this release does not prohibit Employee from disclosing the terms of this Agreement and/or filing a charge with the EEOC, NLRB or any other governmental entity related to the Employee’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination separation of employment, (ii) Employee understands and acknowledges that the General Release and Waiver of Claims set forth above will completely bar any recovery or relief obtained on Employee's behalf, whether monetary or otherwise, with respect to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or claims that Employee has released against any and all of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfReleased Entities.

Employee Release. Employee(i) In consideration for the rights and benefits set forth in the Letter Agreement, ON BEHALF OF HIMSELFEmployee for and on behalf of himself and his successors, HIS SPOUSEheirs, ATTORNEYSadministrators, HEIRSexecutors, EXECUTORSand assigns (individually and collectively, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE the “EMPLOYEE PARTIESEmployee Releasors”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES based on events that have occurred on or before the date of Employee’s signature on this Agreement, knowingly and voluntarily agrees not to xxx and waives and releases forever whatever claims the Employee Releasors may have against Company, its Group, Apollo Management, L.P. and Xxxxxx Partners, Inc. and each of their respective affiliates, subsidiaries, divisions, shareholders, members, partners, predecessors, successors directors, employees, managers, officers, agents, and assigns and its respective attorneys, past and present stockholdersand/or each of their respective successors, membersassigns, directorsheirs, officersexecutors, employeesand administrators (individually and collectively, agents, representatives, principals, insurers and attorneys (together the “Company PartiesReleasees”) ), from any and all manner of action, claims, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or rights and causes of actionaction which Employee had, KNOWN OR UNKNOWNmay have had, CONTINGENT OR NON-CONTINGENT or now has against the Company Releasees, for or by reason of any kind and every nature matter, cause or thing whatsoever, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, to any claim against arising out of or attributable to the Company Parties based onDisputes, relating Employee’s employment with the Company, the termination of Employee’s employment with Company, including but not limited to or arising under wrongful discharge, claims of breach of contract (whether oral contract, wrongful termination, unjust dismissal, impairment of economic opportunity, intentional infliction of emotional harm or written), tort, fraud (including fraudulent inducement into this Release)distress, defamation, negligencelibel or slander, promissory estoppelor under any federal, retaliatory dischargestate or local law dealing with discrimination or harassment based on race, color, sex, national origin, handicap, religion, disability or sexual preference, or any thing or matter of whatsoever nature, from the beginning of the world to the date hereof, it being the intention of the parties that the releases be unconditional general releases. This release of claims includes, but is not limited to, all claims arising under Title VII of the Civil Rights Act of 1964Act, as amended, any other civil or human rights lawthe Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967(“ADEA”), Americans with Disabilities Act, Employee Retirement Income Security the Civil Rights Act of 19741991, Executive Order 11246, the Equal Pay Act of 1962, Older Workers Benefit Protection Act, as amended, or any the Medical Leave Act of 1993, as amended, the Indiana Civil Rights Act, I.C. 22-9-1-1, ET SEQ., the Indiana Age Discrimination In Employment Act, I.C. 22-9-2-1, ET SEQ, and the Employment Discrimination Against Disabled Persons Act, I.C. 22-9-5-1, ET SEQ., state fair employment, human rights and/or civil rights laws, and all other federal, state or and local labor and anti-discrimination laws, the common law relating and any other purported restriction on an employer’s right to terminate the employment or discrimination of employees. Notwithstanding anything to the contrary in employment) this Section 2(a)(i), nothing in this release shall affect any claims arising out of the Company’s breach, violation or relating to default, in each case after the date of this Agreement, of any condition, restriction or obligation under the Letter Agreement, the Employment Agreement (as defined in the Letter Agreement), any option agreement between Employee and Group, any stockholders’ agreement in respect of the common stock of Group, or any other written agreement between Employee or Employee’s employment by the Company or his services as an officer or employee of affiliates and the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, affiliates. (ii) to provide Employee’s signature below constitutes his representation and warranty that he has not suffered an on the Employee with job or occupational injury or incurred any accrued wage, overtime or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreementsleave claims, including without limitation limitation, any claims pursuant to the Company’s equity incentive plansFair Labor Standards Act and the Family and Medical Leave Act, (iii) under that could be asserted against any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [Releasees. (iv) insert at Nothing in this Agreement waives Employee’s rights under the time Consolidated Omnibus Budget Reconciliation Act of termination 1985 (COBRA), or any equivalent state law, or to claims based on events that have not yet occurred. (b) Employee hereby represents and warrants that, as of the date of this Agreement, the Employee has not instituted a description lawsuit or proceeding of any other agreements with the Company kind asserting any claims that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, are released in Section 2(a)(i) (“Employee Released Claims”) and promises never to file a lawsuit asserting any such Employee Released Claims. (c) Employee hereby represents and warrants that no other it holds all right, title to and interest in all the Employee Released Claims, and that the Employee has not assigned or otherwise transferred any right, title or interest in any of the Employee Released Claims, and the Employee hereby covenants that it will not assign or otherwise transfer any right, title or interest in any of the Employee Released Claims, and agrees to forever indemnify and hold forever harmless the Company Releasees from all Employee Released Claims, including, but not limited to reasonable attorneys’ fees, incurred as a result of any person or entity has initiated or, to the extent within his control, will initiate asserting any such proceeding on his Employee Released Claims against the Company Releasees pursuant to any such assignment or their behalftransfer.

Employee Release. Employee, ON BEHALF OF HIMSELFfor Employee and for Employee's executors, HIS SPOUSEadministrators, ATTORNEYSattorneys, HEIRSpersonal representatives, EXECUTORSsuccessors, ADMINISTRATORSand assigns, AGENTSfor and in consideration of promises made herein, ASSIGNS AND ANY TRUSTSdoes hereby irrevocably and KNOWINGLY, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHERVOLUNTARILY and unconditionally waive and release fully and forever any claim, THE “EMPLOYEE PARTIES”)cause of action, HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES loss, expense, or damage, known or unknown, of any and every nature whatsoever against the Company, its respective predecessors, successors and assigns Company and its respective past and present stockholdersparents, memberssubsidiaries, divisions, related or affiliated entities, and all officers, directors, officersagents, insurers, attorneys, employees, agentsor trustees of any or all of the aforesaid entities (hereinafter collectively referred to as "Released Entities"), representatives, principals, insurers and attorneys (together the “Company Parties”) of whatever nature arising from any and all claimsoccurrence or occurrences, demandsfrom the beginning of time until the date of Employee's execution of this Agreement, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations including without limitation any claims arising or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of in any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, arising out of way resulting from or relating to Employee's employment with the Company or the termination therefrom. It is understood that this release does not serve to waive any transactionclaims that, dealingpursuant to law, relationshipcannot be waived or subject to a release of this kind, conductincluding claims for unemployment or workers' compensation benefits. By signing this Agreement, act Employee is not giving up: (i) any rights or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE claims that arise after Employee signs this Agreement; (including, but not limited to, ii) any claim to challenge the release under the ADEA; (iii) any rights to vested retirement benefits; and (iv) any rights that cannot be waived by operation of law. Without limitation of the foregoing, Employee specifically waives any claims against the Company Parties based on, relating to or all Released Entities arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights lawthe Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Fair Labor Standards Act, the Portal to Portal Act, the Pennsylvania Human Relations Act, the Pennsylvania Minimum Wage Act, the Pennsylvania Wage Payment and Collection Law, all as amended, or any other federal, state state, or local law or ordinance relating in any way to unlawful discharge, discrimination, retaliation, wage payment, or fair employment practices, or discrimination any claim under any statutory or common law theory. Should Employee institute any claim released by this paragraph, or should any other person institute such a claim on his behalf, Employee will reimburse the Company or applicable party, as applicable, for any legal fees and expenses incurred in employment) defending such a claim. The intent of this paragraph is to capture any and all claims that Employee has or may have against the Released Parties arising out from events occurring prior to the execution of this Agreement and covered by the foregoing release of claims. Employee warrants and represents that Employee has not, prior to signing this Agreement, filed any claim, charge, or complaint with any court or government agency in any way relating to Employee's employment with the Company, nor has Employee filed any claim, charge, or complaint whatsoever against any of the Released Entities identified above. While this release does not prohibit Employee from disclosing the terms of this Agreement and/or filing a charge with the EEOC, NLRB or any other governmental entity related to the Employee’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination separation of employment, (ii) Employee understands and acknowledges that the General Release and Waiver of Claims set forth above will completely bar any recovery or relief obtained on Employee's behalf, whether monetary or otherwise, with respect to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or claims that Employee has released against any and all of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfReleased Entities.

Employee Release. In consideration for the payments and benefits set forth in the Separation Agreement, as well as the other promises set forth in this Agreement, Employee, ON BEHALF OF HIMSELFon behalf of Employee, HIS SPOUSEEmployee’s heirs and assigns, ATTORNEYSirrevocably and unconditionally releases, HEIRSwaives, EXECUTORSand forever discharges the Company (as defined in the Separation Agreement) and its present and former affiliates, ADMINISTRATORSagents, AGENTSemployees, ASSIGNS AND ANY TRUSTSofficers, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL directors, attorneys, stockholders, plan fiduciaries and benefit plans, and any successors and assigns of the foregoing (TOGETHERcollectively, THE the “EMPLOYEE PARTIESReleasees”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its respective predecessors, successors and assigns and its respective past and present stockholders, members, directors, officers, employees, agents, representatives, principals, insurers and attorneys (together the “Company Parties”) from any and all claims, demands, liabilitiesactions, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWNcosts, CONTINGENT OR NON-CONTINGENT of any kind fees, and every nature all liabilities whatsoever, and WHETHER OR NOT ACCRUED OR MATUREDwhether known or unknown, fixed or contingent, which any of them have Employee has, had, or may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim have against the Company Parties based on, Releasees relating to or arising out of Employee’s employment or separation from employment with the Company, or any other matter that arises through the date that this Agreement is executed, including claims arising out of any contract between Employee and the Company (“Released Claims”). Employee agrees not to file a lawsuit to assert any such Released Claims and Employee agrees not to accept any monetary damages or other personal relief (including legal or equitable relief) in connection with any administrative claim or lawsuit filed by any person or entity or governmental agency for a Released Claim, other than any award or relief under wrongful dischargeany Securities and Exchange Commission (“SEC”) program. Notwithstanding anything in the foregoing, breach of this Agreement or any other agreement to the contrary, the Released Claims shall not include Employee’s rights to the payments and benefits promised by the Company to Employee under the Separation Agreement. 1.1. Employee understands that included in the Released Claims to the extent permitted by applicable law are claims at law or equity or sounding in contract (whether oral express or written), implied) or tort, fraud claims (including fraudulent inducement into this Release)claims for monetary damages or other injuries) arising under any federal, defamationstate, negligenceor local laws, promissory estoppelof any jurisdiction, retaliatory dischargeincluding laws that prohibit age, sex, race, national origin, color, disability, religion, veteran or any other form of discrimination, harassment, or retaliation (including the Age Discrimination in Employment Act, the Americans with Disabilities Act, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 19641991, as amended42 U.S.C. § 1981, any other civil or human rights lawthe Rehabilitation Act), under the Family and Medical Leave Act, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amendedAct, or any other federal, claim under any state or local federal or other applicable law relating to employment or discrimination in employment) arising out of or relating related to Employee’s employment by with or termination from any member of the Company, or any other matter arising between Employee and the Company through the date that this Agreement is executed. 1.2. The Released Claims include any claims against the Company relating to any promise or his services as an officer agreement or employee policy or offer with the Company and any alleged entitlement to any form of compensation or benefit, including salary, commissions, vacation, payment of personal time off, annual or periodic incentives, bonuses, severance payments, reimbursements, benefits, restricted stock awards, restricted stock units, stock options, stock appreciation rights, and any other financial recovery against the Company or any of its subsidiariesReleasees. Further, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any terms and provisions of the this Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated orshall, to the extent within his controlpermitted by applicable law, will initiate extend and apply to all unknown, unsuspected or unanticipated injuries or damages, claims growing out of any legal restrictions on the Company’s right to terminate its employees including any claims based on any violation of public policy or retaliation, or claims regarding any restrictions, scope or the Company’s right to fully enforce any of Employee’s Employee Obligations and/or Employee’s obligations under the Employment Agreement. 1.3. Nothing in this Agreement shall be construed as an attempt to waive or release any right or claim which: is not waivable as a matter of law, involves the consideration provided under this Agreement, arises after the date this Agreement is executed by Employee, involves any legal indemnification rights (if any exist) of Employee for acts or omissions occurring prior to the Separation Date, involves unemployment compensation benefits if Employee is otherwise qualified for such proceeding on his benefits under applicable law, involves any pending workers’ compensation claim (however Employee represents and acknowledges that he has no unfiled workers’ compensation claim or their behalfunreported injury) or any rights to payments or benefits that Employee has pursuant to or under the Separation Agreement.

Employee Release. Employee, ON BEHALF OF HIMSELFon behalf of himself and his heirs, HIS SPOUSEexecutors, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its respective predecessors, successors and assigns and its respective past and present stockholders, members, directors, officers, employeesadministrators, agents, assigns, and other representatives, principalshereby fully and unconditionally releases and discharges, insurers and attorneys (together promises not to file a lawsuit against, the “Company Parties”) from and for any and all claims, demands, liabilities, suitsactions, damages, lossesliabilities, expensesobligations, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT promises and agreements of any kind kind, whether in law or equity and every nature whatsoever, whether known or unknown that Employee had at any time before or through the Separation Date (“Employee Claims”). This release includes without limitation a release and WHETHER OR NOT ACCRUED OR MATURED, which waiver of any of them have or may have, Employee Claims arising out of or relating related to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, failure to act by the Company or Employee’s employment relationship or separation from employment with the Company. This release includes but is not limited toto Employee Claims for attorney fees or punitive damages, any claim against the Company Parties based on, relating to or as well as Employee Claims arising under wrongful dischargeany federal or state law, breach of contract (whether oral statute, or written)regulation, local ordinance, contract, tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other statutory or common law claims recognized under federal, state state, or local law relating law. Except as provided in this Agreement, Employee acknowledges and agrees that the Company does not owe him any other compensation or benefits of any type whatsoever for his services rendered during his employment with the Company, or for any other reason, including commissions, bonuses, expenses, equity, and any other incentive compensation. This release shall be interpreted broadly to employment or discrimination in employment) arising out accomplish its purpose of or relating to being a full release of all Employee Claims and Employee’s employment by the Company or his services as an officer or employee of the Company or promise not to sue. However, nothing in this release prohibits Employee from pursuing any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations Employee Claim that: (i) under any provisions arises after the Effective Date of the Agreement that expressly survive termination of employmentthis Agreement, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plansarises from this Agreement itself, (iii) cannot be waived or released under any director and officer indemnification agreements the law, or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive relates to Employee’s termination]. Employeeown vested or accrued employee benefits under Employer’s qualified retirement benefit plans as of the Separation Date, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to including any 401(k) match required under the extent within his control, will initiate any such proceeding on his or their behalfterms of Employer’s 401(k) plan.

Employee Release. EmployeeThe Employee hereby releases the Employer and Holdings, ON BEHALF OF HIMSELFtogether with all of their parents, HIS SPOUSEsubsidiaries, ATTORNEYSaffiliates and divisions, HEIRSincluding all related companies, EXECUTORSemployee leasing companies, ADMINISTRATORSand as to each, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its their respective predecessors, successors and assigns assigns, general and its respective past and present stockholders, memberslimited partners, directors, officers, employeesrepresentatives, attorneys, shareholders, agents, representativesemployees, principalsAAC/Xxxx X. Xxxx Separation Agreement and Release and their respective heirs and personal representatives (collectively, insurers and attorneys (together the “Company PartiesEmployee Releasees”) ), from any and all claims, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWNgrievances, CONTINGENT OR NON-CONTINGENT expenses, liabilities, costs (including attorneys’ fees), obligations (whether known or unknown), that in any way arise from, grow out of, or are related to the Employee’s employment with the Employer, Employee’s termination of employment with the Employer, Employee’s service as the Chief Financial Officer of Holdings, Employer or their subsidiaries, or events that occurred before the date Employee executes this Agreement (collectively, the “Employee Released Claims”). Employee also represents and warrants that Employee has not sold, assigned or transferred any kind and every nature whatsoeverReleased Claims. The Employee Released Claims include, and WHETHER OR NOT ACCRUED OR MATUREDwithout limitation, which any rights or claims in law or equity for breach of them have contract, wrongful termination or may have, arising out of or past wages under applicable state law; claims relating to any transactiondiscrimination, dealingharassment, relationshipretaliation, conductaccommodation, act or omissionwhistle blowing (for example, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the Company Parties based on, relating to or arising claims under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967(“ADEA”); claims relating to benefits (for example, Americans with Disabilities Act, claims under the Employee Retirement Income Security Act of 1974); claims relating to employee leave (for example, as amendedclaims under the Family and Medical Leave Act); claims relating to mandatory notifications (for example, claims under the Worker Adjustment and Retraining Notification Act or the Fair Credit Reporting Act); claims relating to worker safety (for example, claims under the Occupational Health and Safety Act of 1970); or claims for personal injury, defamation, mental anguish, injury to health and personal reputation; and any other related claim under federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”)form against Employer Releasees; provided, however, that this release does not extend to rights or claims the release of which is expressly prohibited by law or that may arise after the Separation Date in this Agreement. The Employee understands that the categories and statutes listed above are for example only, and that the Employee is waiving all claims, whether based on federal, state, or local law, common law or otherwise. As part of this release, the Employee covenants and agrees not to file, commence or initiate any suits, grievances, demands or causes of action against any Employer Releasee based upon or relating to any Employee Released Claim forever discharged pursuant to this Agreement. In accordance with 29 C.F.R. § 1625.23(b), this covenant not to xxx does not preclude Employee from bringing a lawsuit to challenge the validity of the release language contained in this Agreement. If Employee breaches this covenant not to xxx, Employee hereby agrees to pay all of the reasonable costs and attorneys’ fees actually incurred by the Employer Releasees in defending against such general release claims, demands, or causes of action, together with such and further damages as may result, directly or indirectly, from that breach. Moreover, Employee agrees that Employee will not limit persuade or instruct any person to file a suit, claim, or complaint with any state or federal court or administrative agency against the Releasees. The parties agree that this Agreement will not prevent Employee from filing a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”), or its equivalent state or local agencies, or otherwise participating in an administrative investigation. However, to the fullest extent permitted by law, Employee agrees to relinquish and forgo all legal relief, equitable relief, statutory relief, reinstatement, back pay, front pay, and any other damages, benefits, remedies, and relief to which Employee may be entitled as a result of any claim, charge, or complaint against the Releasees and agrees to forgo and relinquish reinstatement, all back pay, front pay, and other damages, benefits, remedies, and relief that Employee could receive from claims, actions, or suits filed or charges instituted or pursued by any agency or commission based upon or arising out of the matters that are released and waived by this Agreement. The Parties intend AAC/Xxxx X. Xxxx Separation Agreement and Release 2 that this paragraph and the release of claims herein be construed as broadly as lawfully possible. Notwithstanding the Company Parties from their respective obligations foregoing, nothing herein shall release or be construed to release (i) under any provisions claims for indemnification and contribution by Employee arising as an employee or officer of the Agreement that expressly survive termination of employment, Holdings and/or Employer; (ii) to provide the Employee with Employee’s rights under any accrued retirement or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, ; (iii) under any director claims for workers’ compensation; and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfrights under this Agreement.

Employee Release. Employee(a) Effective as of the Separation Date, ON BEHALF OF HIMSELF, HIS SPOUSEthe Company hereby, ATTORNEYSon its behalf and on behalf of its subsidiaries’ respective officers, HEIRSdirectors, EXECUTORSmanagers, ADMINISTRATORSmembers, AGENTSpartners, ASSIGNS AND ANY TRUSTSshareholders, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHERlenders, THE “EMPLOYEE PARTIES”)funding sources, HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Companyinvestors, its respective employees, vendors, agents, attorneys, accountants, affiliates, predecessors, successors and assigns and its respective past and present stockholders(collectively, members, directors, officers, employees, agents, representatives, principals, insurers and attorneys (together the “Company Releasors”),unconditionally, fully, and completely releases and forever discharges each of you and your agents, heirs, executors, administrators, successors, personal representatives and/or assigns (collectively, the “Employee Released Parties,”) from any and all claims, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATURED, Claims which any of them have the Company Releasors ever had, now has, or hereafter can, shall or may havehave against any of the Employee Released Parties, from the beginning of the world up to and including the Separation Date other than any Claims arising out of any Employee Released Parties’ fraud, gross negligence or relating willful misconduct. Company Releasors hereby agree that they (or any them) will not commence, prosecute, file, or permit to any transactionbe commenced, dealing, relationship, conduct, act prosecuted or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited tofiled in their name or on their behalf, any lawsuit, claim or action against any of the Company Employee Released Parties based on, relating to upon or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of any act or relating event which occurred before the Separation Date (whether known or unknown, anticipated or unanticipated, suspected or unsuspected) other than with respect to Employeeany Claims arising out of any Employee Released Party’s employment by fraud, gross negligence or willful misconduct. The release and waiver contained in this Section 9 is a material inducement for you in entering into this Agreement. (b) The Company further acknowledges and agrees that this release and waiver of rights is knowing and voluntary, that the Company has consulted (or his services as been given the opportunity to consult) with an officer or employee attorney regarding the terms and conditions of this Agreement, that it has read this Agreement in its entirety, and that it fully understands all of the terms and conditions contained herein. The Company or any further acknowledges that it is entering into this Agreement knowingly, voluntarily and of its subsidiariesown free will. Furthermore, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations acknowledges that it was permitted a reasonable period of time to consider whether or not to enter into this Agreement and either took the time or opted to return the executed Agreement before that time. (ic) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under Upon the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) receipt of the Company or any of its subsidiaries or [(ivrelease and undertaking contemplated by Section 8(c) insert at the time of termination a description of any other agreements with above duly executed by you, the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents will execute an additional release and warrants that no other person or entity has initiated or, to undertaking substantially in the extent within his control, will initiate any such proceeding on his or their behalfform of this Section 9.

Employee Release. Employee(a) As used in this Waiver, ON BEHALF OF HIMSELFthe term "claims" shall include all claims, HIS SPOUSEcovenants, ATTORNEYSwarranties, HEIRSpromises, EXECUTORSundertakings, ADMINISTRATORSactions, AGENTSsuits, ASSIGNS AND ANY TRUSTScauses of action, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL obligations, debts, accounts, judgments, losses and liabilities (TOGETHER, THE “EMPLOYEE PARTIES”including attorney's fees and costs), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES of whatsoever kind or nature, in law, equity or otherwise. (b) For and in consideration of Executive's eligibility to participate in the CompanySeverance Plan and other good and valuable consideration, its respective predecessorsExecutive, successors for and assigns on behalf of himself and his heirs, administrators, executors and assigns, as of the date hereof, does hereby fully and forever release, remise and discharge the Company and its respective past subsidiaries and present stockholdersaffiliates (and their respective predecessors and successors), memberstogether with their respective officers, directors, officerspartners, shareholders, employees, agents, representatives, principals, insurers agents and attorneys advisors (together such enumerated entities and persons individually and collectively referred to herein as the “Company Parties”"Releasees") from any and all claimsclaims that Executive had, demandsmay have had, liabilitiesor now has against the Company and the Releasees, suitsfor any benefits, damages, losses, expenses, attorneys’ fees, obligations awards or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of payments or any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, other claims arising out of or relating to the Executive Severance Agreement. Executive further hereby releases and discharges Company and the Releasees not only from any transactionand all claims that Executive could have made on his own behalf but also from those that may or could be brought by any person, dealinggovernmental authority or organization and waives any right to become, relationshipand promises not to become, conduct, act a member of any class in any proceeding or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any case in which a claim or claims against the Company Parties based onor the Releasees arises, relating in whole or in part, from any act, event, matter, omission or thing whatsoever that occurred on or prior to the date hereof that relates to any rights Executive may have under the Executive Severance Agreement. The releases under this Section 2(b) shall be full and final and Executive hereby waives any right or arising under wrongful dischargeclaim of any right to assert hereafter that any matter or claim released has, breach through ignorance, oversight or error, been omitted from the terms of contract (whether oral or written)any such release. Notwithstanding the foregoing, tort, fraud (including fraudulent inducement into the release provided in this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII Section 2 shall only become effective as of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee closing date of the Company or Merger, and shall not become effective and shall be null and void upon any of its subsidiaries, or otherwise relating to the termination of such employment or the Merger Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee in accordance with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfterms.

Employee Release. Employee, ON BEHALF OF HIMSELF, HIS SPOUSE, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL Tn consideration of the benefits provided to you pursuant to this Agreement (TOGETHER, THE “EMPLOYEE PARTIES”including the Severance Benefits set forth in Paragraph 3), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES you hereby release and forever discharge the Company, its Prudential pie and each of their respective predecessorsparents, successors subsidiaries, affiliates, and assigns investors, each fund, and its each of the above parties' respective past and present stockholdersofficers, owners, directors, partners, members, directors, officersshareholders, employees, business partners, agents, representativesportfolio companies predecessors, principalssuccessors, insurers and attorneys assigns (together collectively, the “"Company Parties”) "), from any and all claims, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT and liabilities of any kind and every nature whatsoevernature, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, those claims concerning or arising, directly or indirectly, from your service with the Company or the termination thereof, including, but not limited to, all actions, causes of action, suits, debts, sums of money, attorneys' fees, costs, accounts, covenants, controversies, agreements, promises, damages, claims, grievances, arbitrations, and demands whatsoever, known or unknown, at law or in equity, by contract (express or implied), in tort, or pursuant to statute, or otherwise (collectively, "Claims"), that (a) covers all Claims that have accrued as of the time you execute this Agreement, including both those that you know about and those that you may not know about, and you intend that the release contained herein shall constitute a general release of any and all claims that you may have against the Company Parties to the fullest extent permissible by law, including any rights to participate in, or collect damages in connection with, a collective action brought in respect of any such released claims. The provision of any benefits to you in this Agreement does not signify any admission of wrongdoing or liability by the Company Parties. Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of (i) your rights with respect to payment of amounts under this Agreement (or to bring any claim against the Company Parties based on, relating to or arising under wrongful discharge, alleging a breach of contract (whether oral this Agreement and/or seeking dan1ages arising from such alleged breach) or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreementsClaims that cannot be waived by law, including without limitation the right to bring an administrative charge with, or to participate in an investigation conducted by, or to participate in a proceeding involving, the Equal Employment Opportunity Commission or other comparable state or local administrative agency. You hereby acknowledge that you have been provided Schedule B to this Agreement, a table that lists the job titles and ages of the positions selected or not selected for participation in the separation program, in compliance with the Older Workers Benefit Protection Act, Title 29, section 1625.22. By executing this Agreement, you understand that you are explicitly releasing all Claims relating to your employment and its termination under the ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. In addition, and notwithstanding anything to the contrary herein, the above release of claims does not release or affect (i) your rights under the Company’s equity incentive 's group health and/or welfare plans, (ii) your vested rights under the Company's 40 l(k) plan, (iii) your rights to indemnification under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or Company's by-laws (and/or other corporate agreements and/or under any D&O and/or other insurance policies or like constitutive documents) of the Company practices applicable to you or any of its subsidiaries company executives and/or employees or [(iv) insert at Claims based on criminal or fraudulent conduct by the time Company Parties. For the avoidance of termination a description doubt, the conclusion of any other agreements your employment with the Company that expressly survive Employee’s termination]. Employeeshall not diminish your rights under the foregoing indemnification arrangements, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or which shall remain in effect in accordance with their behalfterms.

Employee Release. In consideration of and in return for the promises and covenants undertaken in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, Xxxxx & Xxxxx does hereby unconditionally, irrevocably and absolutely release, absolve and discharge Employee, ON BEHALF OF HIMSELF, HIS SPOUSE, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its respective predecessors, successors and assigns and its respective past and present stockholders, members, directors, officers, employees, agents, representatives, principals, insurers and attorneys (together the “Company Parties”) from any and all claims, demandslosses, liabilities, charges, suits, damages, lossesliabilities, expenses, attorneys’ fees, obligations or demands and causes of action, KNOWN OR UNKNOWNknown or unknown, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATUREDsuspected or unsuspected, which Xxxxx & Xxxxx now owns or holds or has at any time owned or held against Employee (collectively, the “Xxxxx & Xxxxx Claims” and, together with the Employee Claims, the “Claims”) arising directly or indirectly out of them have or may have, arising out in any way connected with the transactions or occurrences between Company and Employee to date and all actions taken by Employee on behalf of or relating to any transactionCompany, dealingto the fullest extent permitted by law, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the Company Parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by with Company, the termination of Employee’s employment with Company, Employee’s service as Executive Vice President, General Counsel and Corporate Secretary of the Company or his services and Employee’s service as an officer or employee and/or director of any direct and indirect subsidiaries of the Company Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, and all claims for attorney’s fees, costs and expenses. Except as described below, Xxxxx & Xxxxx agrees and covenants not to file any of its subsidiariessuit, charge, or otherwise relating complaint against Employee in any court or administrative agency, with regard to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]Xxxxx & Xxxxx Claim. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby Xxxxx & Xxxxx further represents and warrants that no claims, complaints, charges, or other person proceedings are pending in any court, administrative agency, commission or entity has initiated orother forum relating directly or indirectly to your employment with, to the extent within his controlor separation from, will initiate any such proceeding on his or their behalfXxxxx & Xxxxx.

Employee Release. Employee, ON BEHALF OF HIMSELF, HIS SPOUSE, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES Employee agrees that the Company, its respective predecessors, successors and assigns foregoing consideration represents settlement in full of all outstanding obligations owed to him by the Company and its respective past and present stockholders, membersofficers, directors, officers, employees, agents, representativesinvestors, principalsattorneys, insurers shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and attorneys subsidiaries, and predecessor and successor corporations and assigns (together collectively, the “Company PartiesReleasees”) ). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation: i. any and all claimsclaims relating to or arising from Employee’s employment relationship with the Company and the Separation of that relationship; ii. any and all claims relating to, demandsor arising from, liabilitiesEmployee’s right to acquire, suitsor acquisition of securities of the Company, damagesincluding, losseswithout limitation, expensesany claims for fraud, attorneys’ feesmisrepresentation, obligations breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or causes federal law; iii. any and all claims for wrongful discharge of actionemployment; separation in violation of public policy; discrimination; harassment; retaliation; breach of contract, KNOWN OR UNKNOWNboth express and implied; breach of covenant of good faith and fair dealing, CONTINGENT OR NON-CONTINGENT both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; iv. any and all claims for violation of any kind and every nature whatsoeverfederal, and WHETHER OR NOT ACCRUED OR MATUREDstate, which any of them have or may havemunicipal statute, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the Company Parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, ; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967, Americans with Disabilities ; the Older Workers Benefit Protection Act, ; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; v. any and all claims for violation of the federal or any state constitution; vi. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; vii. any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as amendeda result of this Agreement; and viii. any and all claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other federallocal, state state, or local law relating federal administrative body or government agency that is authorized to employment enforce or discrimination in administer laws related to employment) , against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company). This release does not extend to any claims for indemnity, including pursuant to the Indemnification Agreement, occurring prior to the Separation Date, to the maximum extent permitted by applicable law, arising out of any claims or relating to suits against Employee in connection with Employee’s employment with the Company, for which Employee shall immediately notify Company upon his awareness of such a claim. Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this agreement, except as required by the Company applicable law. Employee represents that he has made no assignment or his services as an officer or employee transfer of the Company or any right, claim, complaint, charge, duty, obligation, demand, cause of its subsidiariesaction, or otherwise relating to the termination of such employment other matter waived or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided released by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfthis Section.

Employee Release. Employee, ON BEHALF OF HIMSELF, HIS SPOUSE, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE a) In consideration of the payments (less all applicable withholdings) set forth in Section 3(b) above and subject to the Company’s execution and delivery of this Release in the space provided below (the “EMPLOYEE PARTIESEmployee Consideration”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the CompanyEmployee, its respective predecessorson behalf of himself and his agents, heirs, executors, successors and assigns (collectively, the “Employee Parties”), knowingly and voluntarily releases, remises, and forever discharges the Company and its respective past parents, subsidiaries or affiliates, together with each of their current and present stockholdersformer principals, membersofficers, directors, officerspartners, employeesshareholders, agents, representativesrepresentatives and employees, principalsand each of their respective affiliates, insurers and attorneys each of the above listed person’s heirs, executors, successors and assigns whether or not acting in his or her representative, individual or any other capacity (together collectively, the “Company PartiesReleasees”) ), to the fullest extent permitted by law, from any and all claimsdebts, demands, liabilitiesactions, suitscauses of actions, accounts, covenants, contracts, agreement, claims, damages, lossescosts, expenses, attorneys’ feesomissions, obligations or causes of actionpromises, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of and any kind and every nature all claims and liabilities whatsoever, of every name and WHETHER OR NOT ACCRUED OR MATUREDnature, known or unknown, suspected or unsuspected, both in law and equity (“Claims”), which any of them have Employee ever had, now has, or may have, arising out of or relating hereafter claim to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim have against the Company Parties based onReleasees by reason of Employee’s employment with the Company or any other Company Releasee, the termination thereof, or any other matter, cause or thing whatsoever relating thereto arising from the beginning of time to the time he signs this Release (the “Employee General Release”). The Employee General Release shall apply to any Claim of any type, including, without limitation, any Claims with respect to Employee’s entitlement to any wages, bonuses, benefits, payments, or arising under other forms of compensation; any claims of wrongful discharge, breach of contract (whether oral or written)contract, tortbreach of the covenant of good faith and fair dealing, fraud (including fraudulent inducement into this Release)violation of public policy, defamation, negligencepersonal injury, promissory estoppel, retaliatory discharge, or emotional distress; any Claims of any type that Employee may have arising under the common law; any Claims under Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights lawthe Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Americans with With Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974Act, the Fair Labor Standards Act, the federal Workers’ Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended, or ; and any other federal, state or local law relating statutes, regulations, ordinances or common law, or under any policy, release, contract, understanding or promise, written or oral, formal or informal, between any of the Company Releasees and Employee, and shall further apply, without limitation, to employment any and all Claims in connection with, related to or discrimination in employment) arising out of or relating to Employee’s employment by relationship, or the Company or termination of his services as an officer or employee of employment, with the Company or any Company Releasee. (b) Employee intends that the Employee General Release extend to any and all Claims of its subsidiariesany kind or character related to the Company or any Company Releasee, and Employee, on behalf of himself, his agents, heirs, executors, successors and assigns, therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release of unknown claims. (c) Employee represents and warrants that Employee has not filed, and Employee will not file, any lawsuit or institute any proceeding, charge, complaint or action asserting any claim released by this Release before any federal, state, or otherwise relating local administrative agency or court against any Company Releasee, concerning any event occurring prior to the termination signing of such employment this Release. (d) Employee understands that nothing contained in this Release limits Employee’s ability to file a charge or the Agreement complaint with any federal, state or local governmental agency or commission (collectively, each a “ClaimsGovernment Agency”); provided. Employee further understands that this Release does not limit Employee’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, howeverincluding providing documents or other information, without notice to the Company. However, to the maximum extent permitted by law, Employee agrees that if such general release will a charge or complaint is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. This Release does not limit or prohibit Employee’s right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law. The Parties also hereby agree that nothing contained in this Release shall constitute or be treated as an admission of liability or wrongdoing by any party. (e) Nothing in this Section 7 shall be deemed to release the Company Parties from their respective obligations (i) under any provisions Employee’s right to enforce the terms of the Agreement that expressly survive termination of employmentthis Release, (ii) to provide the Employee with any accrued or vested benefits the Employee may haveEmployee’s rights, if any, to any vested benefits as of Employee’s last day of employment with the Company under the Company’s terms of an employee compensation or benefit plans and agreementsplan, including without limitation the Company’s equity incentive plansprogram or arrangement in which Employee is a participant, (iii) any rights of the Employee to indemnification or advancement of expenses under any director and officer indemnification agreements of the organizational documents of, or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of any other agreement with, the Company or of any Affiliate of its subsidiaries the Company, or [(iv) insert at the time of termination a description of any other agreements with the Company Claim that expressly survive Employee’s termination]. Employeecannot be waived under applicable law, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, including any rights to workers’ compensation or unemployment insurance. (f) Employee hereby represents and warrants to the Company that no other Employee is the sole owner of any Claims that he may now have or in the past had against any of the Company Releasees and that Employee has not assigned, transferred, or purported to assign or transfer any such Claim to any person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalfentity.

Employee Release. Xxxxx X. Xxxxx ("Employee"), in consideration for the payment of monies and benefits by Department 56, Inc. (the "Company") pursuant to the Letter Agreement to which this Release is annexed as Exhibit A (the "Executive Continuity Agreement"), does hereby confirm her agreement and delivery of this Release by setting forth her signature in the space provided below. Employee, ON BEHALF OF HIMSELFon behalf of herself and her heirs and representatives, HIS SPOUSEhereby releases Company and all of its affiliates, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its respective predecessors, successors and assigns and its respective past and present stockholderssubsidiaries, memberssuccessors, employees, officers, directors, officersagents, employees, agentsinsurers, representatives, principalscounsel, insurers and attorneys (together the “Company Parties”) from any shareholders, and all other persons, entities, and corporations affiliated or related with any of them, from all liability for damages, claims, and, demands, liabilitieswhether known or unknown, suitsof any kind, damages, lossesincluding all claims for costs, expenses, and attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, ' fees arising out of any events, acts, decisions, or relating omissions occurring prior to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE execution of this Release (including, but not limited to, Employee's termination from employment with Company). Employee understands that this Release is a full, final and complete settlement and release of all her claims whatsoever. Employee further agrees that she will not institute any claim for damages, by charge or otherwise, nor otherwise authorize any other party, governmental or otherwise, to institute any claim for damages via administrative or legal proceedings against Company, its affiliates, predecessors, subsidiaries, successors, employees, officers, directors, agents, insurers, representatives, counsel, shareholders, and all other persons, entities, and corporations affiliated or related with any of them based on any events, acts, decisions, or omissions occurring prior to execution of this Release. Employee also waives the Company Parties based onright to money damages or other legal or equitable relief awarded by any governmental agency related to any such claim. ADDITIONALY, relating to or arising under wrongful discharge, breach of contract THIS RELEASE SPECIFICALLY WAIVES ALL OF EMPLOYEE'S RIGHTS AND CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (whether oral or written29 U.S.C. § 621 et seq.), tortAS AMENDED, fraud (including fraudulent inducement into AND THE OLDER WORKERS' BENEFIT PROTECTION ACT, AS AMENDED. In connection with this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Actwaiver, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiaries, or otherwise relating acknowledges and agrees to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may have, if any, under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalf.following:

Employee Release. (a) Employee, ON BEHALF OF HIMSELFon Employee’s own part and on behalf of Employee’s dependents, HIS SPOUSEheirs, ATTORNEYSexecutors, HEIRSadministrators, EXECUTORSassigns, ADMINISTRATORSand successors, AGENTSand each of them, ASSIGNS AND ANY TRUSTShereby covenants not to xxx and fully releases, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHERacquits, THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES and discharges the Company, its respective predecessors, successors and assigns and its respective past parent, subsidiaries, affiliates, and present stockholdersin such capacities, membersowners, trustees, directors, officers, agents, employees, agentsstockholders, representatives, principalsassigns, insurers and attorneys successors (together the collectively referred to as “Company PartiesReleasees”) with respect to and from any and all claims, demandswages, liabilitiesagreements, contracts, covenants, actions, suits, damages, lossescauses of action, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoeverdamages, and WHETHER OR NOT ACCRUED OR MATUREDliabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any of them have time heretofore owned or may haveheld against said Company Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive separation under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any transactionclaims for accrued, dealing, relationship, conduct, act vested benefits under any employee benefit plan or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the Company Parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment by the Company or his services as an officer or employee pension plan of the Company or any of its subsidiaries, or otherwise relating Releasees subject to the termination terms and conditions of such employment plan and applicable law; (5) as a stockholder or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release optionholder of the Company Parties from their respective obligations Releasees and as provided in any agreement with regard thereto; (i6) under any provisions of payments and benefits to which Employee is entitled to receive following the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or vested benefits the Employee may haveSeparation Date, if any, under the Company’s benefit plans terms and agreementsconditions of that certain Secondment Agreement, including without limitation by and between Employee and the Company’s equity incentive plans, dated as of February 22, 2010; and (7) with respect to eBay, Inc. and its affiliates (“eBay”), any rights to (i) indemnification and liability insurance provided by eBay pursuant to the terms thereof; (ii) rights to tax equalization payments pursuant to agreements by and between the Employee and eBay; and (iii) under rights to any director unpaid payments and officer indemnification agreements or as provided benefits from eBay pursuant to that certain transfer of employment letter by law or and between the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. EmployeeEmployee and eBay, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIESdated November 14, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalf2009.