Common use of Executive’s Release of Claims Clause in Contracts

Executive’s Release of Claims. In exchange for the consideration provided to Executive pursuant to this Agreement, Executive, on behalf of Executive and all of Executive’s spouse, heirs, executors, administrators, successors, and assigns (collectively, “Executive Releasors”), hereby knowingly and voluntarily releases and forever waives and discharges the Company and/or its current and former parents, affiliates, subsidiaries, divisions, predecessor companies, related companies, their successors and assigns, their affiliated and predecessor companies and the current and former employees, attorneys, representatives, insurers, equityholders, owners, members, officers, general partners, limited partners, directors and agents thereof, and the current and former trustees or administrators of any pension or other benefit plan applicable to Executive or any other current or former executives of the Company, and investment funds or other investment vehicles managed by any of the foregoing and/or for which they perform services (collectively, with the Company, the “Company Group” and each a “Company Group Member”), and each Company Group Member’s respective current and former directors, members, trustees, controlling shareholders, subsidiaries, general partners, limited partners, affiliates, related companies, divisions, officers, employees, agents, insurers, representatives, and attorneys (collectively with the Company Group, referred to throughout the remainder of this Agreement as “Company Releasees,” and each a “Company Releasee”), of and from any and all claims, including statutory claims, regulatory claims and claims under this Agreement, demands, debts, obligations, promises, controversies, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs and attorneys’ fees, rights, actions and causes of action, losses or liabilities of any nature whatsoever in law and in equity and any other claims, liabilities or matters, known or unknown, suspected or unsuspected, foreseen or unforeseen, whether accrued or contingent, which Executive or any of the other Releasors had, has or may have against the Company Releasees, or any of them, from the beginning of time through the Effective Date (defined below), including, but not limited to, by reason of, arising out of, connected with, or concerning Executive’s employment or service with the Company and/or separation from the Company, the Employment Agreement or Plan except claims that the law does not permit Executive or any of the Releasors to waive (collectively, the “Executive Released Claims”). Executive acknowledges that the Released Claims specifically include, but are not limited to, any and all claims for fraud, breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, interference with contractual rights, violation of public policy, invasion of privacy, intentional or negligent infliction of emotional distress, whistleblowing laws, intentional or negligent misrepresentation, defamation, libel, slander, or breach of privacy; claims for failure to pay wages, benefits, deferred compensation, commissions, bonuses, vacation / PTO pay, expenses, severance pay, pay in lieu of notice, attorneys’ fees, or other compensation of any sort; claims related to equity or equity-based awards or costs, or other grants, awards, or warrants; claims related to any tangible or intangible property of Executive that remains with the Company; claims for retaliation, harassment or discrimination on the basis of race, color, sex, sexual orientation, national origin, ancestry, religion, age, disability, medical condition, marital status, gender identity, gender expression, or any other characteristic or criteria protected by law; any claim under Title VII of the Civil Rights Act of 1964 (Title VII, as amended), 42 U.S.C. §§ 2000e, et seq., the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Family and Medical Leave Act (“FMLA”), 29 U.S.C. §§ 2601, et seq., the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. §§ 621 et seq., the Older Workers Benefit Protection Act, the Fair Labor Standards Act (“FLSA”), 29 U.S.C. §§ 201, et seq., the Equal Pay Act, 29 U.S.C. 4855-3238-1311v.2 §206(a), the Americans with Disabilities Act (“ADA”), 42 U.S.C. §§ 12101, et seq., the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Occupational Safety and Health Act (“OSHA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), 38 U.S.C. §§ 4301-4333, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. §§ 301, et seq., the Vietnam Era Veterans Readjustment Act of 1974, the Immigration Reform and Control Act of 1986, 8 U.S.C. §§ 1101, et seq., the Equal Pay Act, the Labor Management Relations Act, the National Labor Relations Act, the Internal Revenue Code of 1986, as amended, the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. §§ 2101 et seq., the Genetic Information Nondiscrimination Act of 2008 (“XXXX”) 42 U.S.C. §§ 2000ff, et seq., the Patient Protection and Affordable Care Act (“ACA”) 42 U.S.C. §§ 18001, et seq., all claims arising under the Xxxxxxxx-Xxxxx Act of 2002 (Public Law 107-204), including whistleblowing claims under 18 U.S.C.§§ 1513(e) and 1514A, and any and all other foreign, federal, state, or local laws, common law, or case law, including but not limited to all statutes, regulations, common law, and any other applicable law, as such laws are amended from time to time. This release is intended to be a general release and excludes only those claims under any statute or common law that Executive is legally barred from releasing, as well as (i) claims for workers’ compensation or unemployment benefits and vested retirement or welfare benefits, if any, under any Company sponsored plans; (ii) any right to enforce any term of this Agreement; (iii) any claims based on acts or events occurring after Executive signs this Agreement, except for claims arising from Executive’s employment or separation of employment with Company, which are being released by this Agreement; (iv) the right to file a charge or complaint with, or provide testimony, assistance or participation in, any investigation, proceeding or hearing conducted by any federal, state or local governmental agency, including but not limited to the EEOC; (v) the right to report violations of any law administered by the Occupational Safety and Health Administration (“OSHA”), the Securities and Exchange Commission (“SEC”), or make other disclosures protected under the whistleblower provisions of state or federal law; (vi) any of Executive’s claims, rights or entitlements related to or arising out of any of Executive’s restricted stock units or other stock options or equity holdings, vested or otherwise, as of the Separation Date under any agreement or plan between Executive and any Company Releasee, which, for the avoidance of doubt, includes all equity units maintained in the UP-C structure and the ownership rights of the Executive’s Tax Receivable Agreement (TRA); (vii) claims for indemnification pursuant to any duly executed agreement or plan between Executive and any Company Releasee, including the Indemnification Agreement dated February 4, 2021 (“Indemnification Agreement”); and (viii) any post-employment coverage for Executive under any Company Releasee insurance policy, including (without limitation) any D&O policy or EPL policy. Notwithstanding the foregoing, if an administrative agency or court assumes jurisdiction over any charge or complaint involving claims that are released by Section 4(a), Executive hereby agrees not to accept, recover, or receive any resulting money damages or other relief that otherwise would be due; provided that Executive may receive financial awards from OSHA, SEC, or any other federal agency for reporting possible violations of federal law or regulation in cases where the law prohibits Executives from waiving their rights to receive such payments.

Executive’s Release of Claims. In exchange for and in consideration of the consideration severance benefits provided to Executive pursuant to this in the Employment Agreement, Executiveand subject to the terms and conditions of the Employment Agreement in all respects except as it may be modified herein, on behalf of the Executive and all of Executive’s spouse, heirs, executors, administrators, successors, and assigns (collectively, “Executive Releasors”), hereby knowingly and voluntarily releases and forever waives and discharges the Company and/or its current and former parentsCompany, affiliates, subsidiaries, divisions, predecessor companies, related companiesthe Parent, their affiliated and related entities, their respective predecessors, successors and assigns, its and their affiliated respective employee benefit plans and predecessor companies and the current and former employees, attorneys, representatives, insurers, equityholders, owners, members, officers, general partners, limited partners, directors and agents thereoffiduciaries of such plans, and the current and former trustees or administrators members, managers, partners, directors, officers, shareholders, employees, attorneys, accountants and agents of any pension or other benefit plan applicable to Executive or any other current or former executives of the Company, and investment funds or other investment vehicles managed by any each of the foregoing and/or for which they perform services in their official and personal capacities (collectively, with the Company, collectively referred to as the “Company Group” and each a “Company Group MemberReleasees”), and each Company Group Member’s respective current and former directors, members, trustees, controlling shareholders, subsidiaries, general partners, limited partners, affiliates, related companies, divisions, officers, employees, agents, insurers, representatives, and attorneys (collectively with the Company Group, referred to throughout the remainder of this Agreement as “Company Releasees,” and each a “Company Releasee”), of and ) generally from any and all claims, including statutory claims, regulatory claims and claims under this Agreement, demands, debts, obligations, promises, controversies, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs damages and attorneys’ fees, rights, actions and causes of action, losses or liabilities of any nature whatsoever in law every name and in equity and any other claims, liabilities or mattersnature, known or unknownunknown (collectively, suspected or unsuspected“Claims”) that, foreseen or unforeseen, whether accrued or contingent, which Executive or any as of the other Releasors date when the Executive signs this Release, the Executive has, ever had, has now claims to have or may ever claimed to have had against any or all of the Company Releasees. This general release of Claims includes, or any without implication of themlimitation, from the beginning release of time through all Claims: • relating to the Effective Date (defined below), including, but not limited to, by reason of, arising out of, connected with, or concerning Executive’s employment or service by and termination from employment with the Company and/or separation from the Company, the Employment Agreement or Plan except claims that the law does not permit Executive or any related entity; • of the Releasors to waive (collectively, the “Executive Released Claims”). Executive acknowledges that the Released Claims specifically include, but are not limited to, any and all claims for fraud, breach of express wrongful discharge or implied contract, breach of the implied covenant of good faith and fair dealing, interference with contractual rights, violation of public policy, invasion ; • of privacy, intentional or negligent infliction of emotional distress, whistleblowing laws, intentional or negligent misrepresentation, defamation, libel, slander, or breach of privacycontract; claims for failure to pay wages• of discrimination or retaliation under federal, benefitsstate or local law (including, deferred compensationwithout limitation, commissionsClaims under the Age Discrimination in Employment Act, bonusesthe Americans with Disabilities Act, vacation / PTO pay, expenses, severance pay, pay in lieu of notice, attorneys’ fees, or other compensation of any sort; claims related to equity or equity-based awards or costs, or other grants, awards, or warrants; claims related to any tangible or intangible property of Executive that remains with the Company; claims for retaliation, harassment or discrimination on the basis of race, color, sex, sexual orientation, national origin, ancestry, religion, age, disability, medical condition, marital status, gender identity, gender expression, or any other characteristic or criteria protected by law; any claim under Title VII of the Civil Rights Act of 1964 (Title VII1964, as amendedand the Florida Civil Rights Act); • under any other federal or state statute or constitution or local ordinance; • of defamation or other torts; • for wages, 42 U.S.C. §§ 2000ebonuses, et seq.incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under the Florida Wage Discrimination Law, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Family and Medical Leave Act (“FMLA”), 29 U.S.C. §§ 2601, et seq., the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. §§ 621 et seq., the Older Workers Benefit Protection Florida Minimum Wage Act, the Fair Labor Standards Act Florida Equal Pay Law, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. provided, however, that this release shall not affect the Executive’s rights (“FLSA”i) under this Release; (ii) to any claim that arises after the date the Executive signs this Release; (ii) to the payments and benefits payable to the Executive under Section 6 of the Employment Agreement, (iii) in any equity awards granted by the Company or the Parent that the Executive holds as of the date the Executive signs this Release, which shall remain subject to the terms and conditions of the applicable equity award agreement (as amended by the Equity Letter), 29 U.S.C. §§ 201(iv) to indemnification and expense advancement and reimbursement under the policies or governing instruments of the Releasees and for coverage under any directors and officers liability insurance policies maintained by the Releasees; (v) any claim with respect to vested and accrued benefits under any benefit plans of the Releasees in which the Executive participated during his employment; or (vi) to any claim that cannot be waived under applicable law. In addition, et seq.nothing in or about this Release prohibits the Executive from: (w) filing and, as provided for under Section 21F of the Equal Pay Act, 29 U.S.C. 4855-3238-1311v.2 §206(a), the Americans with Disabilities Act (“ADA”), 42 U.S.C. §§ 12101, et seq., the Consolidated Omnibus Budget Reconciliation Securities Exchange Act of 1986 (“COBRA”), the Occupational Safety and Health Act (“OSHA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), 38 U.S.C. §§ 4301-4333, the Employee Retirement Income Security Act of 19741934, as amended (the “ERISAExchange Act”), 29 U.S.C. §§ 301, et seq., maintaining the Vietnam Era Veterans Readjustment Act confidentiality of 1974, the Immigration Reform and Control Act of 1986, 8 U.S.C. §§ 1101, et seq., the Equal Pay Act, the Labor Management Relations Act, the National Labor Relations Act, the Internal Revenue Code of 1986, as amended, the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. §§ 2101 et seq., the Genetic Information Nondiscrimination Act of 2008 (“XXXX”) 42 U.S.C. §§ 2000ff, et seq., the Patient Protection and Affordable Care Act (“ACA”) 42 U.S.C. §§ 18001, et seq., all claims arising under the Xxxxxxxx-Xxxxx Act of 2002 (Public Law 107-204), including whistleblowing claims under 18 U.S.C.§§ 1513(e) and 1514A, and any and all other foreign, federal, state, or local laws, common law, or case law, including but not limited to all statutes, regulations, common law, and any other applicable law, as such laws are amended from time to time. This release is intended to be a general release and excludes only those claims under any statute or common law that Executive is legally barred from releasing, as well as (i) claims for workers’ compensation or unemployment benefits and vested retirement or welfare benefits, if any, under any Company sponsored plans; (ii) any right to enforce any term of this Agreement; (iii) any claims based on acts or events occurring after Executive signs this Agreement, except for claims arising from Executive’s employment or separation of employment claim with Company, which are being released by this Agreement; (iv) the right to file a charge or complaint with, or provide testimony, assistance or participation in, any investigation, proceeding or hearing conducted by any federal, state or local governmental agency, including but not limited to the EEOC; (v) the right to report violations of any law administered by the Occupational Safety and Health Administration (“OSHA”), the Securities and Exchange Commission (the “SEC”); (x) providing any information about this Release to the SEC, or make other disclosures protected under providing the whistleblower provisions SEC with information that would otherwise violate any section of state or federal lawthis Release, to the extent permitted by Section 21F of the Exchange Act; (viy) any cooperating, participating or assisting in an SEC investigation or proceeding without notifying the Company; or (z) receiving a monetary award as set forth in Section 21F of Executive’s claims, rights or entitlements related the Exchange Act. The Executive agrees not to or arising out accept damages of any of Executive’s restricted stock units nature, other equitable or other stock options or equity holdings, vested or otherwise, as of the Separation Date under any agreement or plan between Executive and any Company Releasee, which, legal remedies for the avoidance of doubt, includes all equity units maintained in the UP-C structure and the ownership rights of the Executive’s Tax Receivable Agreement (TRA); (vii) claims for indemnification pursuant own benefit or attorney’s fees or costs from any of the Releasees with respect to any duly executed agreement or plan between Executive and any Company Releasee, including the Indemnification Agreement dated February 4, 2021 (“Indemnification Agreement”); and (viii) any post-employment coverage for Executive under any Company Releasee insurance policy, including (without limitation) any D&O policy or EPL policy. Notwithstanding the foregoing, if an administrative agency or court assumes jurisdiction over any charge or complaint involving claims that are Claim released by Section 4(a)this Release. As a material inducement to the Company to enter into this Release, the Executive hereby represents that the Executive has not assigned any Claim to any third party. The Executive acknowledges and agrees that the Executive is not entitled to acceptany wages, recoversalary, or receive any resulting money damages or other relief that otherwise would be due; provided that Executive may receive financial awards from OSHAcommissions, SECvacation, equity, bonuses, or any other federal agency for reporting possible violations compensation or benefits from the Company or any of federal law or regulation its affiliates, except as is expressly set forth in cases where Section 6 of the law prohibits Executives from waiving their rights to receive such paymentsEmployment Agreement and the Equity Letter.

Executive’s Release of Claims. (a) In exchange consideration for the consideration provided to Executive pursuant to this AgreementSeparation Benefits, Executive, individually and on behalf of Executive and all of Executive’s spouse, heirs, executors, administrators, attorneys or representatives, successors and assigns, hereby voluntarily, knowingly and willingly releases and forever discharges the Company and each of its parents, subsidiaries and affiliates, together with each of the foregoing entities’ respective owners, principals, partners, officers, directors, employees, agents, members, managers, attorneys, employee benefits plans and such plans’ administrators, fiduciaries, trustees, record keepers and service providers, and each of their respective predecessors, successors, and assigns (collectively, “Executive Releasors”), hereby knowingly and voluntarily releases and forever waives and discharges the Company and/or its current and former parents, affiliates, subsidiaries, divisions, predecessor companies, related companies, their successors and assigns, their affiliated and predecessor companies and the current and former employees, attorneys, representatives, insurers, equityholders, owners, members, officers, general partners, limited partners, directors and agents thereof, and the current and former trustees or administrators of any pension or other benefit plan applicable hereinafter collectively referred to Executive or any other current or former executives of the Company, and investment funds or other investment vehicles managed by any of the foregoing and/or for which they perform services (collectively, with the Company, as the “Company Group” and each a “Company Group MemberReleasees”), and each Company Group Member’s respective current and former directors, members, trustees, controlling shareholders, subsidiaries, general partners, limited partners, affiliates, related companies, divisions, officers, employees, agents, insurers, representatives, and attorneys (collectively with the Company Group, referred to throughout the remainder of this Agreement as “Company Releasees,” and each a “Company Releasee”), of and ) from any and all rights, claims, including statutory claimscharges, regulatory claims and claims under this Agreementactions, demands, debts, obligations, promises, controversies, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs and attorneys’ fees, rights, actions and causes of action, losses complaints, grievances, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of any nature whatsoever every kind whatsoever, in law and or in equity and any other claimsequity, liabilities or matters, whether known or unknown, suspected or unsuspectedunsuspected (collectively, foreseen or unforeseen, whether accrued or contingent, “Claims”) which Executive or any of the other Releasors Executive’s executors, administrators, successors or assigns ever had, has now have or may hereafter claim to have against the Company Releaseesby reason of any matter, cause or any of themthing whatsoever, arising from the beginning of time through up to the Effective Execution Date (defined below), including, but not limited to, by reason of, arising out of, connected with, or concerning to (1) any such Claims relating in any way to Executive’s employment or service relationship with the Company and/or separation from or any other Company Releasee, or the Companytermination thereof, (2) any Claims arising under any agreement between the Company and Executive (including, without limitation, the Employment Agreement Agreement), and (3) any such Claims arising under any federal, local or Plan except claims that state statute or regulation, including, without limitation: the law does not permit Executive or any Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act; Title VII of the Releasors to waive (collectivelyCivil Rights Act of 1964; the Americans with Disabilities Act of 1990; the Lxxxx Xxxxxxxxx Fair Pay Act; the Genetic Information Non-Discrimination Act; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act of 1973; the Family and Medical Leave Act of 1993, as amended in 2009; the “Executive Released Claims”). Executive acknowledges that Civil Rights Act of 1866; the Released Claims specifically includeCivil Rights Act of 1872; and the Fair Labor Standards Act; and any state or local laws governing the same subject matter, but are not limited toand any other federal, any and all claims for fraud, breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, interference with contractual rights, violation of public policy, invasion of privacy, intentional or negligent infliction of emotional distress, whistleblowing laws, intentional or negligent misrepresentation, defamation, libel, slanderstate, or breach of privacy; claims for failure to pay wages, benefits, deferred compensation, commissions, bonuses, vacation / PTO pay, expenses, severance pay, pay in lieu of notice, attorneys’ fees, or other compensation of any sort; claims related to equity or equity-based awards or costs, or other grants, awards, or warrants; claims related to any tangible or intangible property of Executive that remains with the Company; claims for retaliation, local law prohibiting discrimination and/or harassment or discrimination on the basis of race, color, sexage, religion, sexual orientation, religious creed, sex, national origin, ancestry, religionalienage, agecitizenship, nationality, mental or physical disability, denial of family and medical conditioncare leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, gender expression, harassment or any other characteristic or criteria protected basis prohibited by law; provided, however, that notwithstanding the foregoing, nothing contained in this Section shall in any claim way diminish or impair: (A) any rights Executive may have to vested benefits under Title VII of the Civil Rights Act of 1964 (Title VII, as amended), 42 U.S.C. §§ 2000e, et seq., the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Family and Medical Leave Act (“FMLA”), 29 U.S.C. §§ 2601, et seq., the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. §§ 621 et seq., the Older Workers Benefit Protection Act, the Fair Labor Standards Act (“FLSA”), 29 U.S.C. §§ 201, et seq., the Equal Pay Act, 29 U.S.C. 4855-3238-1311v.2 §206(a), the Americans with Disabilities Act (“ADA”), 42 U.S.C. §§ 12101, et seq., the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Occupational Safety and Health Act (“OSHA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), 38 U.S.C. §§ 4301-4333, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. §§ 301, et seq., the Vietnam Era Veterans Readjustment Act of 1974, the Immigration Reform and Control Act of 1986, 8 U.S.C. §§ 1101, et seq., the Equal Pay Act, the Labor Management Relations Act, the National Labor Relations Act, the Internal Revenue Code of 1986, as amended, the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. §§ 2101 et seq., the Genetic Information Nondiscrimination Act of 2008 (“XXXX”) 42 U.S.C. §§ 2000ff, et seq., the Patient Protection and Affordable Care Act (“ACA”) 42 U.S.C. §§ 18001, et seq., all claims arising under the Xxxxxxxx-Xxxxx Act of 2002 (Public Law 107-204), including whistleblowing claims under 18 U.S.C.§§ 1513(e) and 1514A, and any and all other foreign, federal, state, or local laws, common law, or case law, including but not limited to all statutes, regulations, common law, and any other applicable law, as such laws are amended from time to time. This release is intended to be a general release and excludes only those claims under any statute or common law that Executive is legally barred from releasing, as well as (i) claims for workers’ compensation or unemployment benefits and vested retirement or welfare benefits, if any, under any Company sponsored employee benefit plans; (iiB) any Executive’s right to enforce any term of this Agreement; (iiiC) any claims based on acts or events occurring after Claims Executive signs this Agreementmay have that cannot be waived under applicable law, except for claims arising from Executive’s employment or separation of employment with Companysuch as unemployment benefits, which are being released by this Agreement; (iv) the right to file a charge or complaint with, or provide testimony, assistance or participation in, any investigation, proceeding or hearing conducted by any federal, state or local governmental agency, including but not limited to the EEOC; (v) the right to report violations of any law administered by the Occupational Safety workers’ compensation and Health Administration (“OSHA”), the Securities and Exchange Commission (“SEC”), or make other disclosures protected under the whistleblower provisions of state or federal law; (vi) any of Executive’s claims, rights or entitlements related to or arising out of any of Executive’s restricted stock units or other stock options or equity holdings, vested or otherwise, as of the Separation Date under any agreement or plan between Executive and any Company Releasee, which, for the avoidance of doubt, includes all equity units maintained in the UP-C structure and the ownership rights of the Executive’s Tax Receivable Agreement (TRA); (vii) claims for indemnification pursuant to any duly executed agreement or plan between Executive and any Company Releasee, including the Indemnification Agreement dated February 4, 2021 (“Indemnification Agreement”)disability benefits; and (viiiD) any post-employment coverage for Executive under any Company Releasee insurance policyrights to indemnification as an officer, including (without limitation) any D&O policy or EPL policy. Notwithstanding the foregoing, if an administrative agency or court assumes jurisdiction over any charge or complaint involving claims that are released by Section 4(a), Executive hereby agrees not to accept, recoverdirector, or receive employee of the Company as provided under the Company’s organizational documents, the Indemnification Agreement, and any resulting money damages or other relief that otherwise would be due; provided that Executive may receive financial awards from OSHAinsurance policies providing for such indemnification (collectively, SEC, or any other federal agency for reporting possible violations of federal law or regulation in cases where the law prohibits Executives from waiving their rights to receive such payments“Excluded Claims”).

Executive’s Release of Claims. (a) In exchange consideration for the consideration provided to Executive pursuant to this AgreementSeparation Benefits, Executive, individually and on behalf of Executive and all of Executive’s spouse, heirs, executors, administrators, attorneys or representatives, successors and assigns, hereby voluntarily, knowingly and willingly releases and forever discharges the Company and each of its parents, subsidiaries and affiliates, together with each of the foregoing entities’ respective owners, principals, partners, officers, directors, employees, agents, members, managers, attorneys, employee benefits plans and such plans’ administrators, fiduciaries, trustees, record keepers and service providers, and each of their respective predecessors, successors, and assigns (collectively, “Executive Releasors”), hereby knowingly and voluntarily releases and forever waives and discharges the Company and/or its current and former parents, affiliates, subsidiaries, divisions, predecessor companies, related companies, their successors and assigns, their affiliated and predecessor companies and the current and former employees, attorneys, representatives, insurers, equityholders, owners, members, officers, general partners, limited partners, directors and agents thereof, and the current and former trustees or administrators of any pension or other benefit plan applicable hereinafter collectively referred to Executive or any other current or former executives of the Company, and investment funds or other investment vehicles managed by any of the foregoing and/or for which they perform services (collectively, with the Company, as the “Company Group” and each a “Company Group MemberReleasees”), and each Company Group Member’s respective current and former directors, members, trustees, controlling shareholders, subsidiaries, general partners, limited partners, affiliates, related companies, divisions, officers, employees, agents, insurers, representatives, and attorneys (collectively with the Company Group, referred to throughout the remainder of this Agreement as “Company Releasees,” and each a “Company Releasee”), of and ) from any and all rights, claims, including statutory claimscharges, regulatory claims and claims under this Agreementactions, demands, debts, obligations, promises, controversies, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs and attorneys’ fees, rights, actions and causes of action, losses complaints, grievances, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of any nature whatsoever every kind whatsoever, in law and or in equity and any other claimsequity, liabilities or matters, whether known or unknown, suspected or unsuspectedunsuspected (collectively, foreseen or unforeseen, whether accrued or contingent, “Claims”) which Executive or any of the other Releasors Executive’s executors, administrators, successors or assigns ever had, has now have or may hereafter claim to have against the Company Releaseesby reason of any matter, cause or any of themthing whatsoever, arising from the beginning of time through up to the Effective Execution Date (defined below), including, but not limited to, by reason of, arising out of, connected with, or concerning to (1) any such Claims relating in any way to Executive’s employment or service relationship with the Company and/or separation from or any other Company Releasee, or the Companytermination thereof, (2) any Claims arising under any agreement between the Company and Executive (including, without limitation, the Employment Agreement Agreement), and (3) any such Claims arising under any federal, local or Plan except claims that state statute or regulation, including, without limitation: the law does not permit Executive or any Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act; Title VII of the Releasors to waive (collectivelyCivil Rights Act of 1964; the Americans with Disabilities Act of 1990; the Xxxxx Xxxxxxxxx Fair Pay Act; the Genetic Information Non-Discrimination Act; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act of 1973; the Family and Medical Leave Act of 1993, as amended in 2009; the “Executive Released Claims”). Executive acknowledges that Civil Rights Act of 1866; the Released Claims specifically includeCivil Rights Act of 1872; and the Fair Labor Standards Act; and any state or local laws governing the same subject matter, but are not limited toand any other federal, any and all claims for fraud, breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, interference with contractual rights, violation of public policy, invasion of privacy, intentional or negligent infliction of emotional distress, whistleblowing laws, intentional or negligent misrepresentation, defamation, libel, slanderstate, or breach of privacy; claims for failure to pay wages, benefits, deferred compensation, commissions, bonuses, vacation / PTO pay, expenses, severance pay, pay in lieu of notice, attorneys’ fees, or other compensation of any sort; claims related to equity or equity-based awards or costs, or other grants, awards, or warrants; claims related to any tangible or intangible property of Executive that remains with the Company; claims for retaliation, local law prohibiting discrimination and/or harassment or discrimination on the basis of race, color, sexage, religion, sexual orientation, religious creed, sex, national origin, ancestry, religionalienage, agecitizenship, nationality, mental or physical disability, denial of family and medical conditioncare leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, gender expression, harassment or any other characteristic or criteria protected basis prohibited by law; provided, however, that notwithstanding the foregoing, nothing contained in this Section shall in any claim way diminish or impair: (A) any rights Executive may have to vested benefits under Title VII employee benefit plans; (B) Executive’s right to enforce this Agreement or in respect of the Civil Rights Act of 1964 Accrued Obligations; (Title VII, as amended), 42 U.S.C. §§ 2000e, et seq., the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Family and Medical Leave Act (“FMLA”), 29 U.S.C. §§ 2601, et seq., the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. §§ 621 et seq., the Older Workers Benefit Protection Act, the Fair Labor Standards Act (“FLSA”), 29 U.S.C. §§ 201, et seq., the Equal Pay Act, 29 U.S.C. 4855-3238-1311v.2 §206(a), the Americans with Disabilities Act (“ADA”), 42 U.S.C. §§ 12101, et seq., the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Occupational Safety and Health Act (“OSHA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), 38 U.S.C. §§ 4301-4333, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. §§ 301, et seq., the Vietnam Era Veterans Readjustment Act of 1974, the Immigration Reform and Control Act of 1986, 8 U.S.C. §§ 1101, et seq., the Equal Pay Act, the Labor Management Relations Act, the National Labor Relations Act, the Internal Revenue Code of 1986, as amended, the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. §§ 2101 et seq., the Genetic Information Nondiscrimination Act of 2008 (“XXXX”C) 42 U.S.C. §§ 2000ff, et seq., the Patient Protection and Affordable Care Act (“ACA”) 42 U.S.C. §§ 18001, et seq., all claims arising any Claims Executive may have that cannot be waived under the Xxxxxxxx-Xxxxx Act of 2002 (Public Law 107-204), including whistleblowing claims under 18 U.S.C.§§ 1513(e) and 1514A, and any and all other foreign, federal, state, or local laws, common law, or case law, including but not limited to all statutes, regulations, common law, and any other applicable law, such as such laws are amended from time to time. This release is intended to be a general release and excludes only those claims under any statute or common law that Executive is legally barred from releasingunemployment benefits, as well as (i) claims for workers’ compensation and disability benefits; (D) any Claims or unemployment benefits rights to indemnification, contribution, exculpation and insurance coverage as an officer, director, or employee of the Company or its affiliates and predecessors or successors, as provided under the Company’s organizational documents, indemnification agreements (including, without limitation, Indemnification Agreement dated as of the date hereof (an executed copy of which is attached hereto as Exhibit C) and/or any insurance policies providing for such rights (all of which shall survive the Separation Date for so long as is necessary to cover the applicable period of Executive’s service, and shall not be any less favorable to Executive than any other executive officer or director of the Company or its affiliates or their respective predecessors or successors); (E) rights in respect of vested retirement equity or welfare benefitsequity awards Executive (or his affiliates, if anyestate planning trusts, and/or family members) holds as of the date hereof (whether vested under any Company sponsored plansplan or purchased) in accordance with applicable governing documents, (F) rights as a shareholder in connection with Executive’s equity ownership; or (iiG) any right rights to enforce any term or challenge the validity of this Agreement; Agreement (iii) any claims based on acts or events occurring after Executive signs this Agreementcollectively, except for claims arising from Executive’s employment or separation of employment with Company, which are being released by this Agreement; (iv) the right to file a charge or complaint with, or provide testimony, assistance or participation in, any investigation, proceeding or hearing conducted by any federal, state or local governmental agency, including but not limited to the EEOC; (v) the right to report violations of any law administered by the Occupational Safety and Health Administration (“OSHAExcluded Claims”), the Securities and Exchange Commission (“SEC”), or make other disclosures protected under the whistleblower provisions of state or federal law; (vi) any of Executive’s claims, rights or entitlements related to or arising out of any of Executive’s restricted stock units or other stock options or equity holdings, vested or otherwise, as of the Separation Date under any agreement or plan between Executive and any Company Releasee, which, for the avoidance of doubt, includes all equity units maintained in the UP-C structure and the ownership rights of the Executive’s Tax Receivable Agreement (TRA); (vii) claims for indemnification pursuant to any duly executed agreement or plan between Executive and any Company Releasee, including the Indemnification Agreement dated February 4, 2021 (“Indemnification Agreement”); and (viii) any post-employment coverage for Executive under any Company Releasee insurance policy, including (without limitation) any D&O policy or EPL policy. Notwithstanding the foregoing, if an administrative agency or court assumes jurisdiction over any charge or complaint involving claims that are released by Section 4(a), Executive hereby agrees not to accept, recover, or receive any resulting money damages or other relief that otherwise would be due; provided that Executive may receive financial awards from OSHA, SEC, or any other federal agency for reporting possible violations of federal law or regulation in cases where the law prohibits Executives from waiving their rights to receive such payments.