Common use of General Release and Covenant Not to Xxx Clause in Contracts

General Release and Covenant Not to Xxx. (a) Executive acknowledges and agrees that by carrying out the terms of this Agreement, he expressly denies that any liability exists vis-à-vis the Company. (b) Executive hereby releases, discharges, and covenants not to xxx the Company, its predecessors, successors, subsidiaries, affiliates, divisions, assigns, employees, officers, directors, shareholders, representatives, attorneys, and agents, collectively, separately, and severally (the “Company and its Representatives”), from or for any and all state, local or federal claims, causes of action, liabilities, debts, contracts, agreements, damages, losses, costs, expenses, and judgments of every type and description whatsoever, known and unknown (including, but not limited to, claims arising under the Civil Rights Act of 1964, as amended; 42 U.S.C. §1981; the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Fair Labor Standards Act of 1938, as amended; and the Americans with Disabilities Act; and claims of breach of contract, breach of covenant of good faith and fair dealing and wrongful termination of employment; and claims for bonus, benefits, reinstatement or attorneys’ fees)(collectively, “Claims”) which he, his heirs, administrators, executors, personal representatives, beneficiaries, agents, and assigns, collectively, separately or severally (“Executive and his Representatives”), has had, now has or may have or claim to have against the Company and its Representatives. (c) If a court has reached a final determination that Executive or his Representatives have breached this Agreement by filing a lawsuit, action or claim against the Company or its Representatives asserting any of the Claims released herein, (i) Executive will hold the Company harmless and reimburse the Company for the full amount of any and all expenses, including any costs and reasonable attorneys’ fees, associated with defending such action, and (ii) the Company shall be entitled to cancel any unexercised portion of the option shares issued to Executive pursuant to a Stock Option Agreement dated September 22, 2005 (the “Option”).

General Release and Covenant Not to Xxx. (a) a. Executive acknowledges waives any claims he may have for employment by BancTec and agrees that not to seek such employment or reemployment by carrying out BancTec in the terms of this Agreement, he expressly denies that any liability exists vis-à-vis the Companyfuture. b. In return for the consideration referenced in this agreement, the Executive, on behalf of himself, his spouse, attorneys, heirs, executors, administrators and assigns (b) together the “Executive Parties”), hereby releases, discharges, generally releases and covenants not to xxx the Company, forever discharges BancTec and its respective predecessors, successors, subsidiariesassigns, affiliatesparents, divisionssubsidiaries and affiliates and its respective past and present shareholders, assignsdirectors, officers, employees, officers, directors, shareholdersagents, representatives, attorneysprincipals, insurers, accountants, and agents, collectively, separately, and severally attorneys (together the “Company and its RepresentativesReleased Parties”), ) from or for any and all state, local or federal claims, causes of actiondemands, liabilities, debts, contracts, agreementssuits, damages, losses, costs, expenses, attorneys’ fees, obligations or causes of action, known or unknown of any kind and judgments of every type and description nature whatsoever, known and unknown whether or not accrued or matured, which any of them 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 separation date (including, but not limited to, claims any claim against the released parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud, fraudulent inducement, defamation, slander, unjust enrichment, compensation, equity interest, negligence, promissory estoppel, Title VII of the Civil Rights Act of 1964, as amended; 42 U.S.C. §1981; the Rehabilitation , any other civil or human rights law, The Age Discrimination in Employment Act of 19731967, as amended; the The Older Workers Benefit Protection Act, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended; the , The Equal Pay Act, as amended, The Worker Adjustment and Retraining Notification Act, The Family and Medical Leave Act, as amended, The Fair Labor Standards Act of 1938Act, as amended; and , The Xxxxxxxx-Xxxxx Act, or any other federal, state or local law relating to employment or discrimination in employment, including the Americans with Disabilities Texas Commission on Human Rights Act; and claims ) in all cases arising out of breach or relating to the Executive’s employment by BancTec or investment in BancTec or his services as an officer or employee of contractBancTec or its subsidiaries, breach of covenant of good faith and fair dealing and wrongful or otherwise relating to the termination of employmentsuch employment or services; and claims for bonusprovided, benefitshowever, reinstatement that such general release will not limit or attorneys’ fees)(collectively, “Claims”release (i) which he, his heirs, administrators, executors, personal representatives, beneficiaries, agents, and assigns, collectively, separately or severally (“Executive and his Representatives”), has had, now has or may have or claim to have against the Company and its Representatives. (c) If a court has reached a final determination that Executive or his Representatives have breached this Agreement by filing a lawsuit, action or claim against the Company or its Representatives asserting any of the Claims released hereinparties from any of their respective obligations under this agreement, (i) Executive will hold the Company harmless and reimburse the Company for the full amount of any and all expenses, including any costs and reasonable attorneys’ fees, associated with defending such action, and (ii) the Company shall be entitled to cancel any unexercised portion of the released parties’ respective obligations to indemnify the Executive from BancTec in respect of his services as an employee, officer or director of BancTec or any of its subsidiaries as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of BancTec or any subsidiary thereof, (iii) any of the released parties’ respective obligations under any stock option shares issued and restricted stock grant agreements that may be in effect with respect to stock option, restricted stock or similar awards that have been granted to Executive pursuant prior to a Stock Option Agreement dated September 22the separation date, 2005 (iv) claims or rights the “Option”)Executive might have under the Age Discrimination in Employment Act of 1967 (and any amendments thereto) that arise after the date the Executive signs the release or (v) claims arising solely after the separation date. c. Executive represents that Executive knows of no claim that Executive has that has not been released by this SECTION 2.

General Release and Covenant Not to Xxx. In consideration for the Severance Benefits and other good and valuable consideration, Executive for himself, his assigns, agents, heirs, executors, administrators, personal representatives and legal representatives (athe “Releasing Parties”) Executive acknowledges fully and agrees that by carrying out unconditionally waives, releases and forever discharges any and all liability, claims, demands, actions or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense of any kind or character (collectively, “Claims”) relating to Executive’s employment with the terms Company and its subsidiaries and/or the termination of this Agreementsuch employment, he expressly denies that whether known or unknown, suspected or unsuspected action of any liability exists vis-à-vis kind or nature whatsoever they have or may have against the Company. (b) Executive hereby releases, discharges, and covenants not to xxx the Company, Company and/or its predecessors, successorsparent, subsidiaries, affiliates, divisionsand related entities, and all of their predecessors, successors, assigns, employeestrustees, officers, directors, shareholders, representativespartners, attorneysinsurers, and fiduciaries, agents, collectively, separately, counsel and severally current and former employees (the “Company Released Parties”) from the beginning of time through and its Representatives”)including the date Executive signs this Agreement, from including without limitation, any Claims arising out of, or for any and all state, local or federal claims, causes relating to Title VII of action, liabilities, debts, contracts, agreements, damages, losses, costs, expenses, and judgments of every type and description whatsoever, known and unknown (including, but not limited to, claims arising under the Civil Rights Act of 1964, as amended; 42 U.S.C. §1981; the Rehabilitation Civil Rights Act of 1973, 1866; the Equal Pay Act; the Americans with Disabilities Act; the Age Discrimination in Employment Act of 1967 as amendedamended by the Older Workers Benefit Protection Act (“ADEA”); the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974, as amendedAct; the Fair Labor Standards Act of 1938, as amendedFamily Medical Leave Act; and the Americans with Disabilities Massachusetts Fair Employment Rights Act; and but not including any Claim (a) to enforce the terms of this Release or the Employment Agreement, (b) to bring to the attention of the Equal Employment Opportunity Commission or the Massachusetts Commission Against Discrimination claims of breach of contractdiscrimination; provided, breach of covenant of good faith and fair dealing and wrongful termination of employment; and claims however, that Executive does release his or her right to secure any damages for bonusalleged discriminatory treatment, benefits, reinstatement or attorneys’ fees)(collectively, “Claims”) which he, his heirs, administrators, executors, personal representatives, beneficiaries, agents, and assigns, collectively, separately or severally (“Executive and his Representatives”), has had, now has or may have or claim to have against the Company and its Representatives. (c) If a court has reached a final determination that Executive or his Representatives have breached this Agreement by filing a lawsuit, action or claim against the Company or its Representatives asserting any claims relating to accrued benefits earned and vested as of the Claims released hereinTermination Date (as defined in the Employment Agreement) under an employee benefit plan maintained by any Released Party, whether or not governed by the Employee Retirement Income Security Act, including any claim to continued health coverage under COBRA, (id) Executive will hold to receive the Company harmless and reimburse Accrued Amounts (as defined in the Company Employment Agreement), (e) for any Releasing Party’s rights to indemnification under the full amount Company’s by-laws or certificate of incorporation or under any agreement or policy of insurance carried by any Released Party or existing under applicable law, (f) rights as a shareholder under a stockholders agreement, statutory law or otherwise, or (g) that cannot be released as a matter of law. In addition, this Release is not intended to interfere with Executive’s right to challenge that his waiver of any and all expensesADEA claims pursuant to this Release is a knowing and voluntary waiver, including any costs and reasonable attorneys’ feesalthough Executive, associated with defending such actionby signing below, and (ii) specifically represents to the Company shall be entitled to cancel any unexercised portion of the option shares issued to Executive pursuant to a Stock Option Agreement dated September 22, 2005 (the “Option”)that he has entered into this Release knowingly and voluntarily.

General Release and Covenant Not to Xxx. In consideration for the Severance Benefits and other good and valuable consideration, Executive for himself, his assigns, agents, heirs, executors, administrators, personal representatives and legal representatives (athe “Releasing Parties”) Executive acknowledges fully and agrees that by carrying out unconditionally waives, releases and forever discharges any and all liability, claims, demands, actions or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense of any kind or character (collectively, “Claims”) relating to Executive’s employment with the terms Company and its subsidiaries and/or the termination of this Agreementsuch employment, he expressly denies that whether known or unknown, suspected or unsuspected action of any liability exists vis-à-vis kind or nature whatsoever they have or may have against the Company. (b) Executive hereby releases, discharges, and covenants not to xxx the Company, Company and/or its predecessors, successorsparent, subsidiaries, affiliates, divisionsand related entities, and all of their predecessors, successors, assigns, employeestrustees, officers, directors, shareholders, representativespartners, attorneysinsurers, and fiduciaries, agents, collectively, separately, counsel and severally current and former employees (the “Company Released Parties”) from the beginning of time through and its Representatives”)including the date Executive signs this Agreement, from including without limitation, any Claims arising out of, or for any and all state, local or federal claims, causes relating to Title VII of action, liabilities, debts, contracts, agreements, damages, losses, costs, expenses, and judgments of every type and description whatsoever, known and unknown (including, but not limited to, claims arising under the Civil Rights Act of 1964, as amended; 42 U.S.C. §1981; the Rehabilitation Civil Rights Act of 1973, 1866; the Equal Pay Act; the Americans with Disabilities Act; the Age Discrimination in Employment Act of 1967 as amendedamended by the Older Workers Benefit Protection Act (“ADEA”); the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974, as amendedAct; the Fair Labor Standards Act of 1938, as amendedFamily Medical Leave Act; and the Americans with Disabilities Massachusetts Fair Employment Rights Act; and but not including any Claim (a) to enforce the terms of this Release or the Employment Agreement, (b) to bring to the attention of the Equal Employment Opportunity Commission or the Massachusetts Commission Against Discrimination claims of breach of contractdiscrimination; provided, breach of covenant of good faith and fair dealing and wrongful termination of employment; and claims however, that Executive does release his or her right to secure any damages for bonusalleged discriminatory treatment, benefits, reinstatement or attorneys’ fees)(collectively, “Claims”) which he, his heirs, administrators, executors, personal representatives, beneficiaries, agents, and assigns, collectively, separately or severally (“Executive and his Representatives”), has had, now has or may have or claim to have against the Company and its Representatives. (c) If a court has reached a final determination that Executive or his Representatives have breached this Agreement by filing a lawsuit, action or claim against the Company or its Representatives asserting any claims relating to accrued benefits earned and vested as of the Claims released hereinTermination Date (as defined in the Employment Agreement) under an employee benefit plan maintained by any Released Party and governed by the Employee Retirement Income Security Act, including any claim to continued health coverage under COBRA, (id) Executive will hold to receive the Company harmless and reimburse Accrued Amounts (as defined in the Company Employment Agreement), (e) for any Releasing Party’s rights to indemnification under the full amount Company’s by-laws or certificate of incorporation or under any policy of insurance carried by any Released Party or existing under applicable law, or (f) that cannot be released as a matter of law. In addition, this Release is not intended to interfere with Executive’s right to challenge that his waiver of any and all expensesADEA claims pursuant to this Release is a knowing and voluntary waiver, including any costs and reasonable attorneys’ feesalthough Executive, associated with defending such actionby signing below, and (ii) specifically represents to the Company shall be entitled to cancel any unexercised portion of the option shares issued to Executive pursuant to a Stock Option Agreement dated September 22, 2005 (the “Option”)that he has entered into this Release knowingly and voluntarily.

General Release and Covenant Not to Xxx. (a) Executive acknowledges and agrees that by carrying out In consideration of the terms promises contained herein, the adequacy of this Agreement, he expressly denies that any liability exists vis-à-vis the Company. (b) Executive which is hereby releases, dischargesacknowledged, and covenants not to xxx other good and valuable consideration, Employee (on behalf of himself and his heirs, executors, administrators, successors and assigns) irrevocably and unconditionally releases and forever discharges and acquits the CompanyCompany (and all its agents, its predecessors, successors, subsidiaries, affiliates, divisions, assignsofficers, employees, officers, directors, shareholders, representativesattorneys and any affiliated or related companies, attorneysincluding parent companies, subsidiaries, divisions, successors, and agents, collectively, separately, and severally assigns) (the collectively “Company and its RepresentativesReleasees”), from or for any and all state, local or federal claims, causes of actioncharges, liabilities, debts, contractsdemands, agreementsgrievances and causes of action of whatsoever kind, damagesat law or in equity, losseswhether known or unknown, costssuspected or unsuspected, expensesor otherwise, and judgments of every type and description whatsoever, known and unknown (including, including but not limited toto claims relating to or arising out of Employee's employment and termination of employment, claims arising for breach of employment contract, claims for attorneys' fees, claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 19641964 and 1991, as amended; 42 U.S.C. §1981; , The Fair Labor Standards Act, The Family and Medical Leave Act, the Rehabilitation Act of 1973Americans with Disabilities Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Fair Labor Standards Act of 1938, as amended; and the Americans with Disabilities Act; and claims of breach of contract, breach of covenant of good faith and fair dealing and wrongful termination of employment; and claims for bonus, benefits, reinstatement or attorneys’ fees)(collectively, “Claims”) which he, his heirs, administrators, executors, personal representatives, beneficiaries, agents, and assigns, collectively, separately or severally (“Executive and his RepresentativesERISA”), has hadthe Worker Adjustment and Retraining Notification Act (“WARN”), now has the Nevada Wage Payment and Collection Act, the Nevada Human Rights Act, claims of retaliation, claims for pain and suffering and mental and emotional distress, wrongful discharge claims, severance pay claims, accrued paid time-off, bonuses, salary and benefits, or other claims under any federal, state or local constitution, statute, or common law, which Employee has, had or may have against the Releasees arising from or claim relating to acts or omissions through the date hereof, or involving the continuing effects of any acts or omissions which occurred through the date hereof. Notwithstanding anything to the contrary herein, Employee reserves the right to apply for unemployment compensation relating to his termination of employment by the Company. Employee acknowledges and agrees that the nature, materiality, extent and results of the claims compromised and released by this Agreement may not now all be known or anticipated by him. However, it is the intention of the parties hereto that this Agreement shall be effective as a bar to each and every claim, charge, liability, offset, demand, grievance, debt and cause of action that Employee may have against the Company Company. Employee further acknowledges and its Representatives. (c) If agrees that he may hereafter discover facts different from or in addition to those now known, suspected or believed to be true with respect to such claims, demands or causes of action and agrees that this release will be and remain effective in all respects notwithstanding any such differences or additional facts. Employee covenants and agrees not to xxx, to make a court has reached a final determination that Executive claim or his Representatives have breached this Agreement by filing a lawsuitdemand, or to commence or maintain any action or claim against proceeding of any kind in any court, before any government agency or in any other forum, except nothing herein shall preclude Employee from exercising rights protected by public policy. Employee shall not assist or otherwise participate in any court proceeding, except as required by applicable law. Employee agrees to indemnify the Company or its Representatives asserting any of the Claims released hereinagainst all liability, (i) Executive will hold the Company harmless costs and reimburse the Company for the full amount of any and all expenses, including any costs and reasonable attorneys’ fees, associated in the event he breaches this release and covenant not to xxx, whether brought directly by Employee or brought by any other person, agency or entity. Employee expressly waives his right to any money, benefit or other relief that may be ordered by a court or administrative agency with defending such respect to a claim within the scope of this General Release. The foregoing or any other provision in this Agreement to the contrary notwithstanding, the release provided by Employee under this Agreement shall not apply to [1] any claim concerning the enforcement or construction of this Agreement; or [2] any claim Employee may now or hereafter have for indemnity from the Company in respect to any claim asserted by third parties against Employee arising from acts or omissions of Employee within the scope of his employment by the Company. Effective when this Agreement becomes final and irrevocable under paragraph 9 below, the Company hereby releases and forever discharges Employee, together with Employee’s agents, representatives, heirs and assigns, from any and all claims, demands, damages, actions, causes of action, suits, debts, liabilities and (ii) obligations, liens, costs and expenses of any nature, character and description, known or unknown, accrued or not yet accrued, whether anticipated or unanticipated, arising from or in any way related to Employee’s employment by the Company shall be entitled to cancel which the Company now holds, or has any unexercised portion time heretofore owned or held, or may at any time hereafter own or hold, by reason of any manner, cause or thing whatsoever existing as of the option shares issued to Executive pursuant to a Stock Option Agreement dated September 22date hereof or at any time prior hereto other than those arising from willful misconduct, 2005 (the “Option”)fraud or criminal conduct.

General Release and Covenant Not to Xxx. (a) Executive acknowledges For and agrees that by carrying out in consideration of the terms of this the Agreement between Burlington Northern Santa Fe Corporation and its Affiliates and _____________dated _____________, _____, (“Agreement”), he expressly denies that the undersigned (i) does hereby agree to comply with the restrictions applicable to me under the change in control agreement dated ________ between Burlington Northern Santa Fe Corporation and me (as well as any liability exists vis-à-vis the Company. (bother restrictions applicable to me) Executive hereby releases, dischargesafter my termination of employment, and covenants not to xxx the Company(ii) does hereby fully waive, release, acquit, and forever discharge Burlington Northern Santa Fe Corporation and any and all of its predecessorsAffiliates, successorsdivisions, subsidiaries, affiliates, divisions, assigns, employeesbenefit plans, officers, directors, shareholdersstockholders, representativesagents, attorneysadvisors, fiduciaries, administrators, and agentsemployees, collectively, separately, and severally (the “Company and its Representatives”)or any of their successors or assigns, from or for any and all state, local or federal claims, demands or causes of action, liabilities, debts, contracts, agreements, damages, losses, costs, expenses, and judgments of every type and description whatsoever, known and unknown (including, including but not limited toto any claims for merger protection benefits pursuant to the Interstate Commerce Commission decision in the Northern Lines, BNSF, or Frisco merger proceedings, claims arising under Title VII of the Civil Rights Act of 1964, as amended; , 42 U.S.C. §1981; § 2000(e), et seq., the Rehabilitation Civil Rights Act of 19731866, 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq., the Federal Employers’ Liability Act, and any other federal, state or local law, order, regulation, common law, contract or collective bargaining agreement, which relates to my employment or cessation of employment by Burlington Northern Santa Fe Corporation and its Affiliates; provided however that the Employee Retirement Income Security Act undersigned does not waive enforcement of 1974rights to any benefits provided or extended pursuant to the terms of the Agreement or to assert any counterclaims in response to any litigation initiated by Burlington Northern Santa Fe Corporation against me. The undersigned specifically waives all claims, as amended; the Fair Labor Standards Act of 1938whether past or present, as amended; known or unknown, and the Americans with Disabilities Act; and claims of breach of contractwhether or not in litigation, breach of covenant of good faith and fair dealing and wrongful termination of employment; and claims for bonuswhich I, benefitsor acting on my behalf, reinstatement or attorneys’ fees)(collectively, “Claims”) which he, his my heirs, administratorssuccessors, executors, personal representatives, beneficiaries, agents, and administrators or assigns, collectively, separately or severally (“Executive and his Representatives”), has had, now has or may have based on any action, omission or claim event occurring prior to have against the Company and its Representatives. (c) If a court has reached a final determination that Executive or his Representatives have breached this Agreement by filing a lawsuit, action or claim against the Company or its Representatives asserting any of the Claims released herein, (i) Executive will hold the Company harmless and reimburse the Company for the full amount of date. Included in this Release are any and all expenses, including claims for future damages allegedly arising from the alleged continuation of the effects of any costs and reasonable attorneys’ fees, associated with defending such past action, and (ii) the Company shall be entitled to cancel any unexercised portion of the option shares issued to Executive pursuant to a Stock Option Agreement dated September 22, 2005 (the “Option”)omission or event.

General Release and Covenant Not to Xxx. (a) Executive acknowledges For and agrees that by carrying out in consideration of the terms of this the Agreement between Burlington Northern Santa Fe Corporation and its affiliates and _____________dated _____________, _____, (“Agreement”), he expressly denies that the undersigned (i) does hereby agree to comply with the restrictions applicable to me under the change in control agreement dated ________ between Burlington Northern Santa Fe Corporation and me (as well as any liability exists vis-à-vis the Company. (bother restrictions applicable to me) Executive hereby releases, dischargesafter my termination of employment, and covenants not to xxx the Company(ii) does hereby fully waive, release, acquit, and forever discharge Burlington Northern Santa Fe Corporation and any and all of its predecessors, successors, subsidiaries, affiliates, divisions, assignssubsidiaries, employeesbenefit plans, officers, directors, shareholdersstockholders, representativesagents, attorneysadvisors, fiduciaries, administrators, and agentsemployees, collectively, separately, and severally (the “Company and its Representatives”)or any of their successors or assigns, from or for any and all state, local or federal claims, demands or causes of action, liabilities, debts, contracts, agreements, damages, losses, costs, expenses, and judgments of every type and description whatsoever, known and unknown (including, including but not limited toto any claims for merger protection benefits pursuant to the Interstate Commerce Commission decision in the Northern Lines, BNSF, or Frisco merger proceedings, claims arising under Title VII of the Civil Rights Act of 1964, as amended; , 42 U.S.C. §1981; § 2000(e), et seq., the Rehabilitation Civil Rights Act of 19731866, 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq., the Federal Employers’ Liability Act, and any other federal, state or local law, order, regulation, common law, contract or collective bargaining agreement, which relates to my employment or cessation of employment by Burlington Northern Santa Fe Corporation and its affiliates; provided however that the Employee Retirement Income Security Act undersigned does not waive enforcement of 1974rights to any benefits provided or extended pursuant to the terms of the Agreement or to assert any counterclaims in response to any litigation initiated by BNSF Corporation against me. The undersigned specifically waives all claims, as amended; the Fair Labor Standards Act of 1938whether past or present, as amended; known or unknown, and the Americans with Disabilities Act; and claims of breach of contractwhether or not in litigation, breach of covenant of good faith and fair dealing and wrongful termination of employment; and claims for bonuswhich I, benefitsor acting on my behalf, reinstatement or attorneys’ fees)(collectively, “Claims”) which he, his my heirs, administratorssuccessors, executors, personal representatives, beneficiaries, agents, and administrators or assigns, collectively, separately or severally (“Executive and his Representatives”), has had, now has or may have based on any action, omission or claim event occurring prior to have against the Company and its Representatives. (c) If a court has reached a final determination that Executive or his Representatives have breached this Agreement by filing a lawsuit, action or claim against the Company or its Representatives asserting any of the Claims released herein, (i) Executive will hold the Company harmless and reimburse the Company for the full amount of date. Included in this Release are any and all expenses, including claims for future damages allegedly arising from the alleged continuation of the effects of any costs and reasonable attorneys’ fees, associated with defending such past action, and (ii) the Company shall be entitled to cancel any unexercised portion of the option shares issued to Executive pursuant to a Stock Option Agreement dated September 22, 2005 (the “Option”)omission or event.

General Release and Covenant Not to Xxx. (a) Executive acknowledges XXXXXXX X. XXXXX, in consideration of and agrees that by carrying out subject to the terms of and conditions set out in the separation and consulting agreement dated June 29, 2010 (the “Separation and Consulting Agreement”) to which this AgreementGeneral Release and Covenant Not to Xxx (the “General Release”) is attached, he expressly denies that any liability exists vis-à-vis the Company. (b) Executive do hereby releases, discharges, release and covenants forever discharge and covenant not to xxx the CompanyOmnicare, Inc. and its predecessors, successors, subsidiaries, affiliates, divisionstheir directors, assigns, employeesmembers, officers, directorsexecutives, shareholdersagents, representatives, attorneysstockholders, and agentsits or their affiliates, collectively, separately, successors and severally assigns (both individually and in their official capacities) (the “Company and its RepresentativesReleasees”), from or for any and all state, local or federal claimsactions, causes of action, liabilities, debtscovenants, contracts, agreementsclaims, damagesdemands, losses, costs, expensessuits, and judgments of every type and description liabilities whatsoever, which I ever had, now have or which my heirs, executors, administrators and assigns, or any of them hereafter can, shall or may have by reason of my employment with or severance of my employment from Omnicare, Inc. and its affiliates as of the effective date of the Separation and Consulting Agreement and this General Release. By signing this General Release, I am providing a complete waiver of all claims against the Releasees that may have arisen, whether known or unknown, up until and unknown (includingincluding the effective date of this General Release. This includes, but is not limited to, claims arising under based on Title VII of the Civil Rights Act of 1964, as amended; 42 U.S.C. §1981; the Rehabilitation Civil Rights Act of 19731866, as amended; the Employee Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act), the Americans With Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Executive Retirement Income Security Act of 19741974 (except as provided below), as amended; and all applicable amendments to the Fair Labor Standards Act foregoing acts and laws, or any common law, public policy, contract (whether oral or written, express or implied) or tort law, and any other local, state or Federal law, regulation or ordinance having any bearing whatsoever on the terms and conditions of 1938, as amended; my employment and the Americans with Disabilities Act; and claims cessation thereof. This General Release shall not, however, constitute a waiver of breach of contract, breach of covenant of good faith and fair dealing and wrongful termination of employment; and claims for bonus, benefits, reinstatement or attorneys’ fees)(collectively, “Claims”) which he, his heirs, administrators, executors, personal representatives, beneficiaries, agents, and assigns, collectively, separately or severally (“Executive and his Representatives”), has had, now has or may have or claim to have against the Company and its Representatives. (c) If a court has reached a final determination that Executive or his Representatives have breached this Agreement by filing a lawsuit, action or claim against the Company or its Representatives asserting any of the Claims released herein, my rights under (i) Executive will hold the Company harmless Separation and reimburse the Company for the full amount of any and all expensesConsulting Agreement, including any costs and reasonable attorneys’ fees, associated with defending such action, and (ii) any employee benefit plan, program or arrangement of Omnicare, Inc., or (iii) any claims to enforce rights arising under the Company ADEA or other civil rights statute after I have signed the Separation and Consulting Agreement and this General Release. I further agree, promise and covenant that, to the maximum extent permitted by law neither, I, nor any person, organization, or other entity acting on my behalf has or will file, charge, claim, xxx, or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other relief) against the Releasees involving any matter occurring in the past up to and including the date of this General Release, or involving or based upon any claims, demands, causes of action, obligations, damages or liabilities which are the subject of this General Release. This General Release shall not affect my rights under the Older Workers Benefit Protection Act to have a judicial determination of the validity of this General Release and does not purport to limit any right I may have to file a charge under the ADEA or other civil rights statute or to participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or other investigative agency. This General Release does, however, waive and release any right to recover damages under the ADEA or other civil rights statute. I have been given but declined twenty-one (21) days to review the Separation and Consulting Agreement and this General Release and have been given the opportunity to consult with legal counsel, and I have signed the Separation and Consulting Agreement and I am signing this General Release knowingly, voluntarily and with full understanding of its terms and effects, and I voluntarily accept the benefits and consulting fee provided for in the Separation and Consulting Agreement for the purpose of making full and final settlement of all claims referred to above. If I have signed this General Release prior to the expiration of the twenty-one (21) day period, I have done so voluntarily. I also understand that I have seven days after execution to revoke this General Release, and that this General Release will not become effective if I exercise my right to revoke my signature within seven (7) days of execution. I acknowledge that I have not relied on any representations or statements not set forth in the Separation and Consulting Agreement or this General Release. I will not disclose the contents or substance of the Separation and Consulting Agreement or this General Release to anyone except my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof, and I will instruct each of the foregoing not to disclose the same. The Separation and Consulting Agreement and this General Release will be governed by and construed in accordance with the laws of the State of Delaware. If any provision in this General Release is held invalid or unenforceable for any reason, the remaining provisions shall be entitled to cancel any unexercised portion of construed as if the option shares issued to Executive pursuant to a Stock Option Agreement dated September 22, 2005 (the “Option”)invalid or unenforceable provision had not been included.

General Release and Covenant Not to Xxx. (a) Executive acknowledges In consideration for this Agreement and agrees that by carrying out the terms of this Agreementpromises and covenants set forth herein, he expressly denies that any liability exists vis-à-vis the Company. (b) Executive hereby releases, dischargesXxxxx , and covenants not to xxx the Company, its predecessors, successors, subsidiaries, affiliates, divisions, assigns, employees, officers, directors, shareholders, representativeshis heirs, attorneys, and agents, collectively, separately, and severally (the “Company and its Representatives”), from or for any and all state, local or federal claims, causes of action, liabilities, debts, contracts, agreements, damages, losses, costs, expenses, and judgments of every type and description whatsoever, known and unknown (including, but not limited to, claims arising under the Civil Rights Act of 1964, as amended; 42 U.S.C. §1981; the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Fair Labor Standards Act of 1938, as amended; and the Americans with Disabilities Act; and claims of breach of contract, breach of covenant of good faith and fair dealing and wrongful termination of employment; and claims for bonus, benefits, reinstatement or attorneys’ fees)(collectively, “Claims”) which he, his heirs, administrators, executors, personal representatives, beneficiaries, and assigns RELEASE and FOREVER DISCHARGE GREENROSE, and its affiliates, predecessors, successors, parents, subsidiaries, divisions, assigns, officers, directors, shareholders/unitholders, representatives, employees, former employees, attorneys, administrators, executors, beneficiaries, personal representatives, and agents, and assigns, collectively, separately or severally (all collectively referred to as “Executive and his RepresentativesGREENROSE RELEASEES”), has had, now has or may have or claim to have against the Company and its Representatives. (c) If a court has reached a final determination that Executive or his Representatives have breached this Agreement by filing a lawsuit, action or claim against the Company or its Representatives asserting any of the Claims released herein, (i) Executive will hold the Company harmless and reimburse the Company for the full amount of from any and all claims, demands, obligations, liabilities, costs, court costs, expenses, including any costs and reasonable attorneys’ fees, associated actions or causes of action which Xxxxx has, may have or which may hereafter accrue to him, including but not limited to any claim or claims on account of or arising out of (i) his employment with defending such action, and GREENROSE ; (ii) his separation from employment with GREENROSE; (iii) any and all matters pertaining to his treatment as an employee or the Company shall be entitled to cancel any unexercised portion end of his employment with GREENROSE, including, without being limited to, claims under the common law of contracts, the common law of defamation, the common law of tortious interference with contracts, the common law of fraud, the Age Discrimination in Employment Act of 1967, Title VII of the option shares issued Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Employee Retirement Income Security Act, New York State Human Rights Law, New York City Human Rights Law, and any other federal or state, city or other local employment law, and all other city, state or federal laws, whether statutory or common law. Xxxxx covenants not to Executive pursuant xxx the GREENROSE RELEASEES for any of these released claims. Notwithstanding the foregoing, this Agreement does not preclude (a) claims for breach of this Agreement; (b) claims for any acts that occur after the date this Agreement is signed; (c) any rights or claims to vested benefits under any retirement plan or as otherwise explicitly referenced in this Agreement; (d) any claims that may not be released by applicable law; (e) any right Xxxxx may have to file, cooperate or participate in any proceeding before the EEOC, or a Stock Option similar state agency except, however, Xxxxx waives any right to recover any monetary damages or awards in connection with any such proceeding. Xxxxx represents that, as of the date he signs this Agreement, he has no workplace injuries or occupational diseases. In consideration of for this Agreement dated September 22and the promises and covenants set forth herein, 2005 GREENROSE and its affiliates, predecessors, successors, parents, subsidiaries, divisions, assigns, officers, directors, shareholders/unitholders, representatives, attorneys, administrators, executors, beneficiaries, personal representatives, and agents (all collectively referred to as “GREENROSE RELEASORS”) RELEASE and FOREVER DISCHARGE Xxxxx and his heirs, attorneys, administrators, executors, personal representatives and assigns (all collectively “Xxxxx Releasees”) from any and all claims, demands, obligations, liabilities, costs, court costs, expenses, including attorneys’ fees, actions or causes of action which GREENROSE RELEASORS has, may have or which may hereafter accrue to him, including but not limited to any claim or claims on account of or arising out of (i) its employment of Xxxxx; (ii) its separation of Xxxxx from employment with GREENROSE; (iii) any and all matters pertaining to Xxxxx’x conduct at GREENROSE, including, without being limited to, claims under the “Option”)common law of contracts, the common law of defamation, the common law of tortious interference with contracts, the common law of fraud, and any other federal or state, city or other local employment law, and all other city, state or federal laws, whether statutory or common law. GREENROSE covenants not to xxx the Xxxxx Releasees for any of these released claims.

General Release and Covenant Not to Xxx. (a) Executive acknowledges In consideration of the payments and agrees that by carrying out the terms of this Agreementactions described in Section 1, he expressly denies that any liability exists vis-à-vis the Company. (b) Executive Employee hereby irrevocably and unconditionally releases, dischargesacquits, and covenants not to xxx forever discharges the Company, its subsidiaries, and corporate affiliates, and each of their former and current owners, stockholders, predecessors, successors, subsidiaries, affiliates, divisions, assigns, employeesagents, directors, officers, directors, shareholdersemployees, representatives, attorneys, benefits plans, benefits administrators, and agents, insurers (collectively, separately, and severally (the “Company and its RepresentativesReleasees”), from or for any and all statecharges, local or federal complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, liabilitiessuits, debtsrights, contractsdemands, agreements, damagescosts, losses, costs, expenses, debts and judgments expenses (including attorneys’ fees and costs actually incurred) of every type and description any nature whatsoever, known and unknown (includingor unknown, suspected or unsuspected, fixed or contingent, including but not limited to, to claims arising under Title VII of the Civil Rights Act of 1964, as amended; 42 U.S.C. §1981; , the Rehabilitation Act of 1973, as amended; , the Americans with Disabilities Act, as amended, the Employee Retirement Income Security Act of 1974, as amended; , 42 U.S.C. § 1981, the Family Medical Leave Act, as amended, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Xxxxxxxx-Xxxxx Act of 1938, as amended; 2002 and the Americans with Disabilities Xxxxx Xxxxxxxxx Fair Pay Act; claims based on any other federal, state, or local statute, law, constitution, ordinance or regulation; and claims of relating to breach of implied or express contract, breach public policy or tort claims arising at any time on or before the date on which this Agreement is signed by Employee. Employee understands and agrees that this release specifically applies to all prior agreements and arrangements between him and the Company, including all agreements related to Company stock, stock options, bonuses, and other incentive compensation and equity interests in the Company; provided, however, that Employee is not forfeiting any right to Company stock which has already vested in Employee pursuant to the Company’s equity incentive plans. (b) Employee also hereby knowingly and voluntarily releases and forever discharges Releasees, collectively, separately, and severally, from any and all claims, causes of covenant action, and liabilities arising under the Age Discrimination in Employment Act of good faith and fair dealing and wrongful termination of employment; and claims for bonus1967, benefitsas amended (“ADEA”), reinstatement or attorneys’ fees)(collectively, “Claims”) which he, his heirs, administrators, executors, personal representatives, beneficiaries, agents, and assigns, collectively, separately or severally (“Executive and his Representatives”), has had, now has or assigns may have or claim to have against Releasees. Notwithstanding any other provision or paragraph of this Agreement, Employee does not hereby waive any rights or claims under the ADEA that may arise after the date on which he signs this Agreement. i. Employee hereby acknowledges and represents that he has been given a reasonable period of at least twenty-one (21) days to consider the terms of this Agreement; that by this Agreement the Company has advised Employee in writing to consult with an attorney prior to executing this Agreement; and its Representativesthat he has received valuable and good consideration in exchange for his execution of this Agreement. ii. Employee will have a period of seven (7) days after the date on which he signs this Agreement in which to revoke his release of ADEA claims. In order for any revocation of ADEA claims to be effective, such revocation must be communicated in writing to the Company’s General Counsel, Xxxxx Xxxxxx, so that it is received by Xx. Xxxxxx within the seven (7) day revocation period. The eighth day after Employee signs and does not revoke this Agreement is referred to herein as the “Effective Date”. (c) If a court Employee represents and warrants that Employee has reached a final determination been paid and/or has received all compensation, wages, bonuses, commissions, vacation time, and other benefits to which Employee may be entitled from any of the Releasees except as provided in this Agreement. (d) Employee represents and warrants that Executive Employee has not divulged any proprietary or his Representatives have breached this Agreement by filing a lawsuit, action or claim against confidential information of the Company or its Representatives asserting any of the Claims released hereinother Releasees. (e) Employee represents and warrants that Employee is not aware of any act, (i) Executive will hold failure to act, practice, policy, or activity of the Company harmless and reimburse the Company for the full amount of or any and all expenses, including any costs and reasonable attorneys’ fees, associated with defending such action, and (ii) the Company shall be entitled to cancel any unexercised portion of the option shares issued other Releasees that Employee considers to Executive pursuant be or to a Stock Option Agreement dated September 22, 2005 (the “Option”)have been unlawful or potentially unlawfully.