Common use of Excluded Claims/Protected Rights Clause in Contracts

Excluded Claims/Protected Rights. Notwithstanding the foregoing, the following are not included in the Release of Claims (the "Excluded Claims"): (i) any rights or claims for indemnification Employee may have pursuant to any written indemnification agreement with the Company to which he is a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; and (iii) any claims for breach of this Agreement. Employee hereby represents and warrants that, other than the Excluded Claims, Employee is not aware of any claims he has or may have against any of the Released Parties that are not included in the Released Claims. Employee understands that nothing in this Agreement limits his ability to file a charge or complaint with the Equal Employment Opportunity Commission, 0000 Xxxxxx Xxxx, Xxx Xxxx, XX 00000-0000 XXX T +0.000.000.0000 F +0.000.000.0000 xxx.xxxxxxxxxxxx.xxx the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission ("Government Agencies"). Employee further understands this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit Employee's right to receive an award for information provided to the Securities and Exchange Commission, Employee understands and agrees that, to maximum extent permitted by law, Employee is otherwise waiving any and all rights he may have to individual relief based on any claims that he has released and any rights he has waived by signing this Agreement.

Excluded Claims/Protected Rights. Notwithstanding the foregoing, the following Claims that are not included in being released under this Release include: (a) Executive’s rights to enforce the Release Separation Agreement or receive the Separation Benefits; (b) Executive’s rights as a stockholder and/or holder of Claims equity awards of the Company; (c) any accrued or vested benefit entitlements pursuant to the "Excluded Claims"): terms of a any applicable plan, policy, practice, program, contract or agreement with the Company; (id) workers’ compensation, unemployment, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable state law; (d) continuation coverage benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 and any state law equivalents; (e) any unreimbursed reimbursable business expenses; (f) any rights or claims for under to indemnification Employee may have pursuant to any written indemnification agreement with the Company to which he is a party, the charter, bylaws, or operating agreements and/or advancement of expenses under the Company, ’s organizational documents or under applicable lawthe Company’s directors’ and officers’ insurance policies; (iig) any rights which claims that are not legally waivable as a matter of law; (h) any claims arising after the date Executive signs this Release; and (i) Executive’s rights to communicate directly with, cooperate with, or provide information to, any federal, state or local government authority or regulator. Nothing in this Release shall release Executive from his obligations under the Separation Agreement or any other agreement between Executive and the Company, and Executive acknowledges that the Company will have available to it all remedies under the Separation Agreement and at law and at equity. Nothing in the Separation Agreement or this Release (i) restricts or impedes Executive from exercising protected rights, to the extent such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order, (ii) waives Executive’s right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when Executive has been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, (iii) any claims for breach of this Agreement. Employee hereby represents and warrants thatprevents or restricts Executive from communicating with, other than the Excluded Claims, Employee is not aware of any claims he has or may have against any of the Released Parties that are not included in the Released Claims. Employee understands that nothing in this Agreement limits his ability to file filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, 0000 Xxxxxx Xxxx, Xxx Xxxx, XX 00000-0000 XXX T +0.000.000.0000 F +0.000.000.0000 xxx.xxxxxxxxxxxx.xxx the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (the “SEC”), or any other federal, state or local governmental agency or commission ("Government Agencies"). Employee further understands this Agreement does not limit his ability to communicate charged with the enforcement of any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencylaws, including providing documents or other information, without notice to or making other disclosures that are protected under whistleblower provisions of federal law or regulation or from otherwise making disclosures protected under whistleblower provisions of federal law or regulation (including Section 21F of the Company. While this Agreement does not Securities Exchange Act of 1934 and the regulations promulgated thereunder) or limit Employee's Executive’s right to receive an award for information provided to the Securities and Exchange CommissionSEC or any other securities regulatory agency, Employee understands and agrees thatin each case without the necessity of prior authorization from the Company or the need to notify the Company that he has done so, (iv) prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to maximum extent permitted by believe is unlawful, including but not limited to retaliation, a wage-and-hour violation, or sexual assault, or other conduct that is recognized as unlawful under state, federal or common law, Employee or that is otherwise recognized as against a clear mandate of public policy, whether occurring in the workplace, at work-related events coordinated by or through the Company, or between employees, or between the Company and an employee, whether on or off the employment premises, or (v) prevents Executive from exercising any rights Executive may have under Section 7 of the National Labor Relations Act to engage in protected, concerted activity with other employees (such as discussing wages, benefits, or other terms and conditions of employment or raising complaints about working conditions for Executive’s own and other employees’ mutual aid or protection). By signing this Release, however, Executive is waiving Executive’s right to recover any and all rights he individual relief (including back pay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Executive or on Executive’s behalf by any third party, except for any right Executive may have to individual relief based on any claims that he has released receive a payment from a government agency (and any rights he has waived by signing this Agreementnot the Company) for information provided to the government agency.

Excluded Claims/Protected Rights. Notwithstanding the foregoing, the following are not included in the Release of Released Claims (the "“Excluded Claims"”): (i) any rights or claims for indemnification Employee may have pursuant to any written indemnification agreement with the Company to which he is a party, including, without limitation, the Indemnity Agreement, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; and (iii) any claims for breach of this Agreement, and (iv) any vested rights Employee may have under the express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account). Employee hereby represents and warrants that, other than the Excluded Claims, Employee is not aware of any claims he has or may have against any of the Released Parties that are not included in the Released Claims. Employee understands that nothing in this Agreement limits his ability to file a charge or complaint with the Equal Employment Opportunity Commission, 0000 Xxxxxx Xxxx, Xxx Xxxx, XX 00000-0000 XXX T +0.000.000.0000 F +0.000.000.0000 xxx.xxxxxxxxxxxx.xxx the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission ("“Government Agencies"”). Employee further understands this Agreement Release does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement Release does not limit Employee's ’s right to receive an award for information provided to the Securities and Exchange Commission, Employee understands and agrees that, to maximum extent permitted by law, Employee is otherwise waiving any and all rights he may have to individual relief based on any claims that he has released and any rights he has waived by signing this AgreementRelease.

Excluded Claims/Protected Rights. Notwithstanding the foregoing, the following are not included in the Release of Claims (the "“Excluded Claims"”): (i) any rights or claims for indemnification Employee may have pursuant to any written indemnification agreement with the Company to which he is a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; (iii) any Company obligations incurred under this Agreement; (iv) the payment of wages owed, or benefits accrued, including the payment of any accrued but unused paid time off/vacation, through the Separation Date; and (iiiv) any claims for breach of this Agreement. Employee hereby represents and warrants that, other than the Excluded Claims, Employee is not aware of any claims he has or may have against any of the Released Parties that are not included in the Released Claims. Employee understands that nothing in this Agreement limits his ability to file a charge or complaint with the Equal Employment Opportunity Commission, 0000 Xxxxxx Xxxx, Xxx Xxxx, XX 00000-0000 XXX T +0.000.000.0000 F +0.000.000.0000 xxx.xxxxxxxxxxxx.xxx the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission ("“Government Agencies"”). Employee further understands this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit Employee's ’s right to receive an award for information 0000 Xxxxxx Xxxx, Xxx Xxxx, XX 00000-0000 XXX T +0.000.000.0000 F +0.000.000.0000 xxx.xxxxxxxxxxxx.xxx 143679290 v4 EXHIBIT 10.5 provided to the Securities and Exchange Commission, Employee understands and agrees that, to maximum extent permitted by law, Employee is otherwise waiving any and all rights he may have to individual relief based on any claims that he has released and any rights he has waived by signing this Agreement.