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. 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 Exhibit 10.1 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 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. EmployeeIn consideration of this Agreement, 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 Employee agrees to release and forever discharge the Company, its respective predecessors, successors and assigns and its respective past and present stockholders, memberssubsidiaries, directors, officersofficers and employees, employeesand any affiliates, agents, representatives, principalssuccessors, insurers and attorneys assigns of any of the foregoing, including Elyo S.A., Suez Lyonnais des Eaux, Tractebel S.A./N.V., and Societe Generale de Belgique, and their respective affiliates, stockholders, officers and directors (together collectively referred to as the “Company Parties”) "Releasees"), from and against any and all claims, demandsobligations, liabilities, suits, damages, lossescosts, expensesclaims, attorneys’ feescomplaints, obligations charges, or causes of actionactions in law or equity (collectively "Claims") that the Employee or his heirs, KNOWN OR UNKNOWNadministrators, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoeversuccessors, and WHETHER OR NOT ACCRUED OR MATURED, which any of them or assigns may now have or may haveever have against any Releasee, arising whether accrued, absolute, contingent, unliquidated or otherwise, and whether known or unknown on the date hereof, and which have or may have arisen out of or relating to any transaction, dealing, relationship, conduct, act or omissionomission occurring, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (or state of facts existing, prior to the date of execution of this Agreement, in any way related to the Employee's employment with, and services as a director of, the Company and its affiliates and the termination thereof, or in connection with the Employee's ownership of any securities of the Company or any of its affiliates, including, without limitation, (i) Claims arising under the Employment Agreement or any arrangement, plan, program, or policy for employee benefits, with the exception of any tax qualified plans under which the Employee has a vested accrued interest, (ii) any other Claims related to the Employee's employment with the Company or the termination of that employment and (iii) Claims based on federal, state, or local law or regulation or the common law, including but not limited to, Claims in any claim against the Company Parties based on, relating way related 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 1967Act, the Equal Pay Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, as amended, or any the New York Human Rights Law, and all other federal, applicable state or and local law relating to labor and 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 (including all laws concerning unlawful and unfair labor and employment practices), breach of contract, wrongful discharge, defamation or like constitutive documents) intentional infliction 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]emotional distress. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents If and warrants that no other person or entity has initiated or, to the extent within his controla court of competent jurisdiction shall determine any part or portion of the foregoing release to be invalid or unenforceable, will initiate any such proceeding on his the same shall not affect the remainder of the release which shall be given full effect without regard to the invalid part or their behalfportion of the release.

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. EmployeeIn consideration for, ON BEHALF OF HIMSELFamong other terms, HIS SPOUSEthe payments and benefits described in Section 2, ATTORNEYSto which you acknowledge you would otherwise not be entitled, 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 you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns assigns, its and its their respective past employee benefit plans and present stockholdersfiduciaries of such plans, membersand the current and former officers, directors, officersshareholders, employees, agentsattorneys, representatives, principals, insurers accountants and attorneys agents of each of the foregoing in their official and personal capacities (together collectively referred to as the “Company Parties”"Releasees") generally from any and all claims, demands, liabilitiesdebts, suitsdamages and liabilities of every name and nature, damagesknown or unknown ("Claims") that, lossesas of the date when you sign this Agreement, expensesyou have, attorneys’ feesever had, 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 now claim to have or may haveever claimed to have had against any or all of the Releasees. This release includes, arising out of or without limitation, all Claims: • relating to any transactionyour employment by and termination of employment with the Company; • of wrongful discharge; • of breach of contract; • of retaliation or discrimination under federal, dealing, relationship, conduct, act state or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE local law (including, but not limited towithout limitation, any claim against Claims of age discrimination or retaliation under the Company Parties based onAge Discrimination in Employment Act, relating to Claims of disability discrimination or arising retaliation under wrongful dischargethe Americans with Disabilities Act, breach and Claims of contract (whether oral discrimination or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, retaliation under Title VII of the Civil Rights Act of 1964, as amended, ); • under any other civil federal or human rights lawstate statute; • of defamation or other torts; • of violation of public policy; • for wages, the Age Discrimination in Employment Act of 1967bonuses, Americans with Disabilities Actincentive compensation, Employee Retirement Income Security Act of 1974, as amended, vacation pay or any other federalcompensation or benefits; and • for damages or other remedies of any sort, 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 subsidiariesincluding, or otherwise relating to the termination of such employment or the Agreement (collectivelywithout limitation, “Claims”)compensatory damages, punitive damages, injunctive relief and attorney's fees; provided, however, such general that this release will shall not limit or release the Company Parties from their respective obligations (i) under in any provisions of the Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or way affect your vested benefits the Employee may have, if any, rights under the Company’s benefit plans and agreements, including without limitation the Company’s equity incentive plans, (iii's Section 401(k) under any director and officer indemnification agreements or plan as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) having been employed for all of the Company 2006 calendar year or any your rights under this Agreement (including but not limited to your rights to payment under Sections 2(a) and 17 (b) hereunder) or with respect to vested stock options per Section 3 of its subsidiaries or [(iv) insert at the time of termination this Agreement. As a description of any other agreements with material inducement to the Company to enter into this Agreement, you represent that expressly survive Employee’s termination]. Employee, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents you have not assigned to any third party and warrants that no other person you have not filed with any agency or entity has initiated or, to the extent within his control, will initiate court any such proceeding on his or their behalfClaim released by this Agreement.

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. 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 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 Employee knowingly 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”) Employer from any and all claims, demandsactions, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWNsuits, CONTINGENT OR NON-CONTINGENT of any kind charges, damages and every nature demands whatsoever, and WHETHER OR NOT ACCRUED OR MATUREDin law or equity, which any Employee ever had, has or hereafter may have against Employer, directly or indirectly, whether known or unknown, from the beginning of them have or may have, his/her employment to the date of this Agreement. Employee acknowledges that this Release includes all claims arising out of his employment and the termination of that employment, whether before courts, administrative agencies, or relating to any transactionother forums wherever situated, 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, including but not limited to, any claim against the Company Parties based on, relating to or arising all 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 lawthe Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, Sections 1981 through 1988 of Title 42 of the United States Code, the Americans with Disabilities Act, as amended, the Fair Labor Standards Act, the National Labor Relations Act, as amended, the Equal Pay Act, the Family and Medical Leave Act, as amended, the Employee Retirement Income Security Act of 1974(ERISA), the Occupational Safety and Health Act, as amended, or the New York Human Rights Law, the New York Labor Law, the nondiscrimination and/or retaliation provisions of the New York Workers’ Compensation Law, and any other federal, state or local employment laws and regulations, and all common law relating to employment claims of the State of New York, including, but not limited to, claims of express or discrimination in employment) implied contract, wrongful discharge, defamation, slander, intentional and negligent infliction of emotional distress, and all claims for attorneys’ fees, costs and expenses, and any other claims arising out of or relating related to Employee’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiarieswith Employer, or otherwise relating to and 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) but specifically excepting from this Release Employer’s obligations to provide Employee under this Agreement. The payments set forth in paragraph “3” are contingent on Employee executing and providing to Employer the General Release attached as Appendix “A” on the Retirement Date. If Employee with fails to sign the General Release, Employer shall have no obligation to make any accrued or vested benefits the Employee may haveseparation payments under this Agreement, 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 but all other terms 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 shall remain in effect.

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. 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. 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 hereby irrevocably and unconditionally releases and discharges the Company, its respective predecessors, successors and assigns and its respective past and present stockholderssubsidiaries, membersdivisions, officers, directors, officersagents, employees, agentssuccessors, representativesand assigns (separately and collectively, principals"releasees") jointly and individually, insurers and attorneys (together the “Company Parties”) from any and all claims, known or unknown, which he, his heirs, successors or assigns have or may have against releasees and any and all liability which releasees may have to him whether denominated as claims, demands, liabilitiescauses or action, suitsobligations, damages, lossesor liabilities arising from any and all bases, expenseshowever denominated, 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, including but not limited to, any claim against claims of discrimination under the Company Parties based onAge Discrimination in Employment Act, relating to or arising under wrongful dischargethe Older Workers Benefit Protection Act, breach of contract (whether oral or written)the Rehabilitation Act, tortthe Family Medical Leave Act, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory dischargethe American with Disabilities Act, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Civil Rights Act of 19671991 or any federal or state civil rights act, Americans with Disabilities Actclaims for wrongful discharge, Employee Retirement Income Security Act breach of 1974, as amendedcontract, or for damages under any other federal, state or local law, rule or regulation, or common law relating to employment under any theory; provided, however, that this release does not affect: (1) any claims which are based on releasees' willful acts, gross negligence or discrimination in employmentdishonesty; (2) arising out any claims for benefits which have vested or shall vest on or before the date of this Agreement under any of the Company's benefit plans (other than its Employee Incentive Compensation Plan); (3) any claims for indemnification for acts of Employee which have occurred or relating to Employee’s employment by the Company or his services may occur as an officer or employee of the Company Company; or (4) any claims which may arise after the execution of its subsidiariesthis Agreement. This release is for any relief, no matter how denominated, including, but not limited to, back pay, front pay, compensatory damages, punitive damages, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release damages for pain and suffering. Employee further agrees that he will not limit file or release the Company Parties from their respective obligations (i) under permit to be filed on his behalf any provisions of the Agreement that expressly survive termination of employmentsuch claim, (ii) will not permit himself 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 be a description member of any other agreements with class seeking relief against the Company that expressly survive Employee’s termination]. Employeereleases, ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIESand will not counsel or assist in the prosecution of claims against the releases, hereby represents and warrants that no other person whether those claims are on behalf of himself or entity has initiated orothers, unless he is under a court order to the extent within his control, will initiate any such proceeding on his or their behalfdo so.

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) (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, (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 behalfaffiliates.

Employee Release. EmployeeIn consideration of the benefits referred to in paragraph III.A. above and other benefits offered to me by NASDAQ (and not the payment of an incentive compensation award, 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”if any), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the CompanyI hereby accept this separation package and thereby release, discharge, and agree to hold harmless NASDAQ, its respective predecessors, successors and assigns and its respective past and present stockholderssuccessors, memberssubsidiaries, directorsaffiliates, employees, officers, employeesparent, agentsshareholders, representativesemployee benefit plans, principalsPlan Administrators, insurers trusts, trustees, Boards of Governors, members of any Boards of Governors, any Board of Directors, members of any Boards of Directors, heirs, successors, and attorneys assigns (together the “Company Parties”) hereinafter referred to in this paragraph III.L. as "NASDAQ"), from any and all claims, liabilities, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or and causes of actionaction at law or equity, KNOWN OR UNKNOWNknown or unknown, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATUREDfixed or contingent, which any of them have or I have, may have, arising will have, or claim to have against NASDAQ as a result of my employment and/or this separation and the conclusion of my employment with NASDAQ at any time up to and including the date of the execution of this Letter Agreement, excluding all claims that arise 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 an asserted breach of this Letter Agreement (includingthe "Excluded Claims"). This includes, but is not limited to, any claim against the Company Parties based on, relating to or claims arising under wrongful dischargefederal, breach of contract (whether oral state, or written)local laws prohibiting employment discrimination, 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 as amended (including the Older Workers Benefit Protection Act), the Employment Retirement Income Security Act of 1974, as amended, or any other federalthe Equal Pay Act, state or local law relating to employment or discrimination in employment) arising the District of Columbia Human Rights Act, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the New York City Administrative Code, as amended, claims growing out of any legal restrictions on an employer's right to terminate its employees in any jurisdiction, such as claims for wrongful or relating to Employee’s employment by the Company constructive discharge, breach of any express or his services as an officer or employee of the Company or implied contract, and/or any of its subsidiariesclaims on any basis whatsoever regarding my status, pay, position, or otherwise relating title while employed by NASDAQ. Excluded from this Letter Agreement are claims which cannot be lawfully waived, including the right to the termination file an administrative charge of such employment discrimination with federal or the Agreement (collectively, “Claims”); providedstate agencies. I am, 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) waiving all rights to provide the Employee monetary recovery in connection with any accrued or vested benefits such charge. Notwithstanding the Employee may haveforegoing, I retain my rights, if any, to seek indemnification from NASDAQ for costs incurred by me as a result of any liability imposed in connection with my service as an employee and officer of NASDAQ and/or its affiliates. I specifically promise not to xxx NASDAQ in any forum for any of the above-mentioned claims, except that I may bring a lawsuit to challenge the validity of this Letter Agreement under the Company’s benefit plans Age Discrimination in Employment Act ("ADEA") and agreementsany actions related to Excluded Claims and any claims for indemnification referred to in the final sentence of the preceding paragraph. If I violate this covenant, I will be required to pay NASDAQ's defense costs, including without limitation the Company’s equity incentive plansits reasonable fees; alternatively, at NASDAQ's option, NASDAQ's remaining obligations to pay severance money and/or benefits under this Letter Agreement shall cease, and I will be required to repay to NASDAQ upon demand all but $100.00 (iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documentsone hundred dollars) of the Company severance pay and other benefits I received under this Letter Agreement. The above payment/repayment provisions do not apply in the event I xxx NASDAQ under the ADEA. By signing below, I, Xxxx X. Xxxxxx, certify that I have read, carefully reviewed, fully understand, and agree to all the provisions of this Letter Agreement, which sets forth the entire agreement and understanding between NASDAQ and me. I acknowledge that I have not relied upon any representation or any statement, written or oral, not set forth in this document. For NASDAQ: /s/ XXXXXX XXXXX Date: 7/23/2003 /s/ XXXX X. XXXXXX Xxxx X. Xxxxxx Date: July 23, 2003 cc: NASDAQ Human Resources NASDAQ Office 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.General Counsel 5 QuickLinks Exhibit 10.1