Common use of General Release by Employee Clause in Contracts

General Release by Employee. In consideration of the foregoing, which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, the Company and each of its subsidiaries, divisions, affiliates, operating companies, predecessors and successors, as well as all of the current and former employees, officers, directors, owners, shareholders, partners, representatives, agents and affiliates of each of them (collectively, the “Released Parties”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released Parties, whether legal, equitable or administrative, whether known or unknown, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with, compensation and benefits from, termination of employment from, service for or other affiliation with the Company, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against the Company or any of its affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of the Company or any of its affiliates; (iii) any claims for vested benefits under the Company’s 401(k) plan; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

General Release by Employee. In consideration of the foregoing, which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) the Company and each all of its subsidiariespredecessors, divisionssuccessors and assigns, affiliates, operating companies, predecessors and successors, as well as (ii) all of the current Company’s past, present and former employeesfuture affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the past, present and future officers, directors, ownersmanagers, shareholders, partnersinvestors, representativesemployee benefit plan administrators, agents employees, agents, attorneys and affiliates other representatives of each of them the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Released PartiesReleasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released PartiesReleasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with, compensation and benefits from, with or termination of employment from, from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (including the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of its their affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of its their affiliates; (iiiii) any claims for vested benefits under the Company’s 401(k) planplan or vested benefits under the XxXxxxxxx International, Inc. Director and Executive Deferred Compensation Plan; (iviii) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRAthe U.S. Consolidated Omnibus Reconciliation Act, subject to the terms, conditions and restrictions of that Act; (viv) any claim arising from any breach or failure by the Company to perform any provision of this the Separation Agreement; or (viv) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

General Release by Employee. In consideration of LifeStance entering into the foregoingSeparation Documents and providing the Separation Consideration, Employee agrees as follows: a. Employee acknowledges that the terms of this Agreement and the Separation Documents provide Employee rights that are greater than, and are in lieu of, those that might be available under any other agreements with LifeStance or under any LifeStance severance or separation pay plans and programs for which she is eligible (collectively the “Other Agreements and Programs”). Employee acknowledges that she will not be entitled to, and does hereby expressly waive, any rights under the Other Agreements and Programs, including, but not limited to any severance payments under the Employment Agreement. Employee also acknowledges that this Agreement is intended to, and shall, supersede and replace any other compensation due to Employee now or in the future under the Other Agreements and Programs. Further, Employee acknowledges and agrees that Sections 7, 8, 9(a)(i), 9(b), 9(c), 9(e), 9(f) and 10 of the Employment Agreement are hereby incorporated by reference into this Agreement and form a part hereof, provided, that for purposes of determining the applicable time periods under such Sections, the term of the Consulting Agreement shall be added to Employee’s term of employment with the Company (i.e., Employee shall not be considered to have terminated employment, and the post-termination period of restriction shall not commence, until such time as good and sufficient consideration Employee ceases to provide consulting services under the Consulting Agreement). b. In exchange for the releases provided belowSeparation Consideration, Employee Employee, on behalf of herself and her affiliates, predecessors, successors, heirs, agents and assigns, hereby irrevocably and unconditionally and irrevocably releases, acquits waives and forever discharges, to the fullest extent permitted by applicable law, the Company discharges LifeStance and each of its subsidiaries, divisions, affiliates, operating companiesshareholders, predecessors and predecessors, successors, as well as all of the current and former employeesassigns, representatives, officers, directors, ownersagents, shareholdersemployees, partnersand any other person or entity affiliated, representativesconnected or associated with or in any way related to LifeStance (collectively “Releasees”) from all legal, agents statutory, and affiliates of each of them (collectively, the “Released Parties”), equitable claims and from any and every action, cause all causes of action, complaintsuits, claimobligations, demandliabilities, administrative chargedemands, legal rightcomplaints, compensationdamages, obligationlosses, damages (including consequentialdebts, exemplary costs and punitive damages)expenses, liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released Parties, whether legal, equitable or administrative, whether known or unknown, suspected or not, which arises directly Employee may have or indirectly out ofclaim to have (regardless of whether Employee has asserted or is aware of the claim) through, or is based on or related any set of facts in existence on, the date that Employee signs this Agreement, including those relating in any way to either Employee’s employment with, compensation and benefits from, relationship or termination of employment fromrelationship with LifeStance or any other matter. The parties intend that this release shall be broadly construed in favor of LifeStance and the Releasees. c. This release includes all claims arising under any federal, service for state, county or local law prohibiting employment relationship discrimination on the basis of age, color, disability, ethnic or national origin, marital status, military status, race, religion, sex, sexual orientation, or other affiliation with the Company, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any factor. The release specifically includes all claims arising solely and specifically under the U.S. federal Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including Act, as well as under the Company’s organizational documents federal Family and Medical Leave Act, the any applicable state Law Against Discrimination, and the Alaska Equal Pay Act, that arose or insurance policies) accrued before Employee signed this Agreement. The release also includes all claims arising in connection with an action instituted by a third party against the Company under any other statute, tort, contract, promise, or any of its affiliates representation, written or Employeeoral, in his capacity as an officerincluding claims for wrongful or retaliatory termination, directoractual or punitive damages, managercompensation, employeecommissions, agent bonuses, severance, vacation pay or other representative of the Company paid leave or any of its affiliates; (iii) time off, payments or other benefits under employee pension and welfare benefit plans, and attorneys’ fees and costs. Employee acknowledges that there are no accrued or vested benefits. The foregoing release does not apply to any claims for vested benefits arising under the Company’s 401(k) plan; (iv) Separation Documents. d. The release does not waive any rights provided by the Separation Documents and to benefits that are fully accrued and vested. It also does not waive claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions or rights that as a matter of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that law cannot be waived by this Agreement, including filing a general releasecharge with, testifying, or participating in an investigation conducted by certain government agencies. It does, however, waive any right to monetary recovery if any agency (such as the U.S. Equal Employment Opportunity Commission) pursues any claims on Employee’s behalf. Employee acknowledges and agrees that she has disclosed any potential non-compliance with laws or regulations that she is aware of as of the date hereof to LifeStance’s Chief Compliance Officer. e. Notwithstanding the foregoing, Employee does not waive rights, if any, she may have to unemployment insurance benefits or workers’ compensation benefits. Nothing in this paragraph prohibits Employee from paying COBRA premiums to maintain her participation, if any, in LifeStance’s group health plan to the extent allowed by law and by the terms, conditions, and limitations of the health plan. f. For the purpose of implementing a full and complete release and discharge of the Releasees, Employee expressly acknowledges that, except as provided herein, this Agreement is intended to include in its effect, without limitation, all claims that Employee did not know of or suspect to exist in her favor at the time of the execution of this Agreement, regardless of whether the knowledge of such claims, or the facts upon which they might be based, would have materially affected the settlement of this matter, and that the consideration received from each other was also for the release of those claims and contemplates the extinguishment of any such claims.

General Release by Employee. In consideration of the foregoingforegoing (including the payments and benefits under Section 2 hereof, which the Company is not required to make or provide under any preexisting agreement, plan or policy), which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) the Company and each all of its subsidiariespredecessors, divisionssuccessors and assigns, affiliates, operating companies, predecessors and successors, as well as (ii) all of the current Company’s past, present and former employeesfuture affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the past, present and future officers, directors, ownersmanagers, shareholders, partnersinvestors, representativesemployee benefit plan administrators, agents employees, agents, attorneys and affiliates other representatives of each of them the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Released PartiesReleasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released PartiesReleasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with, compensation and benefits from, with or termination of employment from, from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (including the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of its their affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of its their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) planplan or vested benefits under the EDCP; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRAthe U.S. Consolidated Omnibus Reconciliation Act, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

General Release by Employee. In consideration of the foregoingpayments and benefits provided to Employee under this Agreement, which Employee, for each of Employee, his heirs, executors, representatives, agents, administrators, successors, and assigns (collectively, the “Employee Releasors”), hereby expressly acknowledges as good knowingly and sufficient consideration for the voluntarily irrevocably and unconditionally releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever dischargesdischarges VSEA, to the fullest extent permitted by applicable lawits parent corporations, the Company and each of its affiliates, subsidiaries, divisions, affiliatespredecessors (including but not limited to Varian Associates, operating companiesInc.), predecessors insurers, successors and successors, as well as all of assigns and the current and former employees, attorneys, officers, directors, owners, shareholders, partners, representatives, shareholders and agents and affiliates thereof (collectively referred to throughout the remainder of each of them (collectively, the this Agreement as “Released PartiesEmployer”), from any and every actionall claims, cause actions, causes of action, complaintrights, claimjudgments, demandobligations, administrative chargedamages, legal rightdemands, compensationaccountings or liabilities of whatever kind or character (collectively, obligation, damages (including consequential, exemplary and punitive damages“Claims”), liabilityincluding, cost without limitation, any Claims under any federal, state, local or expense (including attorney’s fees) foreign law, that the Employee has, Releasors may have or may be entitled to from or against any of the Released Parties, whether legal, equitable or administrative, whether known or unknown, which arises directly or indirectly out ofhave, or is based on or related in any way to the future may possess, arising out of (i) Employee’s employment with, compensation relationship with and benefits from, termination service as an employee or officer of employment from, service for the Company or other affiliation with the Company, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties (together, the “Released Claims”); provided, however, that this Release does not apply toits subsidiaries or affiliates, and the Released Claims do not include: termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof. Nothing in the release set forth in this Section 5(a) shall apply to (i) any claims arising solely and specifically the obligations of the Company under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by EmployeeAgreement; (ii) any claim for against an employee benefit plan seeking payment of a vested benefit under the terms of that plan under the Employee Retirement Income Security Act; (iii) any indemnification (including rights Employee may have under the provisions of Delaware law, the Company’s organizational documents Bylaws, the Company’s Restated Articles of Incorporation or the Indemnification Agreement between Employee and the Company dated April 3, 1999 (the “Indemnification Agreement”), in each case with respect to liabilities arising as a result of Employee’s service as an employee or officer of the Company; (iv) or any claim by Employee for insurance policies) arising coverage under any directors and officers insurance policy maintained by the Company for the benefit of its directors and officers and relating to the period of Employee’s employment with the Company. Employee further agrees that the payments and benefits described in connection with an action instituted by a third party this Agreement will be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that Employee may have against the Company or any of its subsidiaries or affiliates or Employeearising out of his employment relationship, in his capacity service as an officer, director, manager, employee, agent employee or other representative officer of the Company or any of its affiliates; (iii) any claims for vested benefits under subsidiaries or affiliates and the Company’s 401(k) plan; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general releasetermination thereof.

General Release by Employee. In consideration of the foregoingforegoing (including the payments and benefits under Section 2 hereof, which the Company is not required to make or provide under any preexisting agreement, plan or policy), which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) the Company and each all of its subsidiariespredecessors, divisionssuccessors and assigns, affiliates, operating companies, predecessors and successors, as well as (ii) all of the current Company’s past, present and former employeesfuture affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the past, present and future officers, directors, ownersmanagers, shareholders, partnersinvestors, representativesemployee benefit plan administrators, agents employees, agents, attorneys and affiliates other representatives of each of them the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Released PartiesReleasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released PartiesReleasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with, compensation and benefits from, with or termination of employment from, from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (including the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of its their affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of its their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) planplan or vested benefits under the XxXxxxxxx International, Inc. Director and Executive Deferred Compensation Plan; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

General Release by Employee. In consideration of the foregoingforegoing (including the payments and benefits under Section 2 (a-d) hereof, which the Company is not required to make or provide under any preexisting agreement, plan or policy), which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) the Company and each all of its subsidiariespredecessors, divisionssuccessors and assigns, affiliates, operating companies, predecessors and successors, as well as (ii) all of the current Company’s past, present and former employeesfuture affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the past, present and future officers, directors, ownersmanagers, shareholders, partnersinvestors, representativesemployee benefit plan administrators, agents employees, agents, attorneys and affiliates other representatives of each of them the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Released PartiesReleasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released PartiesReleasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with, compensation and benefits from, with or termination of employment from, from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (including the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of its their affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of its their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) planplan or vested benefits under the EDCP; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

General Release by Employee. In consideration of the foregoing, which Employee hereby expressly acknowledges as good and sufficient consideration for the releases payments and benefits to be provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable lawEmployee pursuant to this Agreement and upon receipt thereof, the Employee, for the Employee and for the Employee’s heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter referred to collectively as “Releasors”), forever release and discharge the Company and each of its past, present and future parent entities, shareholders, subsidiaries, divisions, affiliatesaffiliates and related business entities, operating companiessuccessors and assigns, predecessors assets, employee benefit plans or funds, and successorsany of its or their respective past, as well as all of the current and former employeespresent and/or future directors, managers, officers, directorsfiduciaries, ownersattorneys, shareholdersagents, partnerstrustees, representativesadministrators, agents employees and affiliates assigns, with respect to their conduct when acting on behalf of each of them the Company or in their individual capacities (collectively, the “Released PartiesCompany Entities”), ) from any and every actionall claims, cause demands, causes of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary fees and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against liabilities of any of the Released Parties, whether legal, equitable or administrativekind whatsoever, whether known or unknown, which arises directly or indirectly out ofthe Employee ever had, now has, or is based on or related in any way to Employee’s employment with, compensation and benefits from, termination of employment from, service for or other affiliation with the Company, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of may have against any of the Released Parties (togetherCompany Entities by reason of any act, omission, transaction, practice, plan, policy, procedure, conduct, occurrence, or other matter up to and including the “Released Claims”); provided, however, that date on which the Employee signs this Release does not apply toAgreement. The Company Entities are intended third-party beneficiaries of this Agreement, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed may be enforced by Employee; (ii) any claim for indemnification (including under the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against the Company or any each of its affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of the Company or any of its affiliates; (iii) any claims for vested benefits under the Company’s 401(k) plan; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee them in accordance with COBRA, subject the terms hereof in respect of the rights granted to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general releasesuch Company Entities hereunder.

General Release by Employee. In consideration of the foregoing, which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, the Company and each of its subsidiaries, divisions, affiliatesAffiliates, operating companies, predecessors and successors, as well as all of the current and former employees, officers, directors, owners, shareholders, partners, representatives, agents and affiliates Affiliates of each of them (collectively, the “Released Parties”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, promise, agreement, contract, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released Parties, whether legal, equitable or administrative, whether known or unknown, which arises directly or indirectly out of, or is based on or related in any way to to, Employee’s employment with, compensation and benefits from, termination of employment from, service for or other affiliation with the Company, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties (together, the “Released Claims”); provided, however, that this Release release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under the Company’s organizational documents or insurance policiespolicies (and subject to the terms and conditions thereof) arising in connection with an action instituted by a third party against the Company or any of its affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of the Company or any of its affiliates; (iiiii) any claims for vested benefits under the Company’s 401(k) plan (in accordance with the Company’s books and records for such plan); (iviii) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions of that Act; (viv) any claim arising from any breach or failure to perform any provision of this AgreementAgreement or the Consulting Agreement executed commensurate herewith; or (viv) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release. “Affiliate” of any specified person or entity means any other person or entity directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified person or entity. “Control,” “Controlling” or “Controlled by” means, when used with respect to any specified person or entity, the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities.

General Release by Employee. In consideration of the foregoingforegoing (including the payments and benefits under Section 2 hereof, which the Company is not required to make or provide under any preexisting agreement, plan or policy), which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) the Company and each all of its subsidiariespredecessors, divisionssuccessors and assigns, affiliates, operating companies, predecessors and successors, as well as (ii) all of the current Company’s past, present and former employeesfuture affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the past, present and future officers, directors, ownersmanagers, shareholders, partnersinvestors, representativesemployee benefit plan administrators, agents employees, agents, attorneys and affiliates other representatives of each of them the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Released PartiesReleasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released PartiesReleasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with, compensation and benefits from, with or termination of employment from, from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (including the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of its their affiliates or Employee, in his her capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of its their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) plan; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

General Release by Employee. In consideration of the foregoing, which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, the Company and each of its subsidiaries, divisions, affiliatesAffiliates, operating companies, predecessors and successors, as well as all of the current and former employees, officers, directors, owners, shareholders, partners, representatives, agents and affiliates Affiliates of each of them (collectively, the “Released Parties”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, promise, agreement, contract, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released Parties, whether legal, equitable or administrative, whether known or unknown, which arises directly or indirectly out of, or is based on or related in any way to to, Employee’s employment with, compensation and benefits from, termination of employment from, service for or other affiliation with the Company, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties (together, the “Released Claims”); provided, however, that this Release release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under the Company’s organizational documents or insurance policiespolicies (and subject to the terms and conditions thereof) arising in connection with an action instituted by a third party against the Company or any of its affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of the Company or any of its affiliates; (iii) any claims for vested benefits under the Company’s 401(k) plan; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.,

General Release by Employee. In consideration of the foregoingforegoing (including the payments and benefits under Section 2 hereof, which the Company is not required to make or provide under any preexisting agreement, plan or policy), which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) the Company and each all of its subsidiariespredecessors, divisionssuccessors and assigns, affiliates, operating companies, predecessors and successors, as well as (ii) all of the current Company’s past, present and former employeesfuture affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the past, present and future officers, directors, ownersmanagers, shareholders, partnersinvestors, representativesemployee benefit plan administrators, agents employees, agents, attorneys and affiliates other representatives of each of them the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Released PartiesReleasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released PartiesReleasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with, compensation and benefits from, with or termination of employment from, from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (including the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of its their affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of its their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) planplan or vested benefits under the XxXxxxxxx International, Inc. Director and Executive Deferred Compensation Plan; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRAthe U.S. Consolidated Omnibus Reconciliation Act, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

General Release by Employee. In consideration of the foregoingforegoing (including the payments and benefits under Section 2 hereof, which the Company is not required to make or provide under any preexisting agreement, plan or policy), which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) the Company and each all of its subsidiariespredecessors, divisionssuccessors and assigns, affiliates, operating companies, predecessors and successors, as well as (ii) all of the current Company’s past, present and former employeesfuture affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the past, present and future officers, directors, ownersmanagers, shareholders, partnersinvestors, representativesemployee benefit plan administrators, agents employees, agents, attorneys and affiliates other representatives of each of them the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Released PartiesReleasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released PartiesReleasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with, compensation and benefits from, with or termination of employment from, from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (including the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of its their affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of its their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) planplan or vested benefits under the EDCP; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

General Release by Employee. In consideration of the foregoingforegoing (including the payments and benefits under Section 2 hereof, which the Company is not required to make or provide under any preexisting agreement, plan or policy), which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) the Company and each all of its subsidiariespredecessors, divisionssuccessors and assigns, affiliates, operating companies, predecessors and successors, as well as (ii) all of the current Company’s past, present and former employeesfuture affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the past, present and future officers, directors, ownersmanagers, shareholders, partnersinvestors, representativesemployee benefit plan administrators, agents employees, agents, attorneys and affiliates other representatives of each of them the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Released PartiesReleasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released PartiesReleasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with, compensation and benefits from, with or termination of employment from, from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (including the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in connection with an action any way to any action, whether legal, equitable or administrative, in any forum or jurisdiction, instituted by a third party against the Company or any of its affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of its their affiliates, including, without limitation, from any and all positions or capacities with respect to any employee benefit plan sponsored or maintained by any such entity and specifically including, without limitation, (1) a class action complaint that Local 210 United Pension and Welfare Funds filed on August 15, 2013, in the United States District Court for the Southern District of Texas against the Company, Xxxxxxx X. Xxxxxxx and Employee, seeking remedies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder (the “Local 210 Case”); and (2) a class action complaint that Xxxxx Xxxxx filed on August 20, 2013, in the United States District Court for the Southern District of Texas against the Company, Xxxxxxx X. Xxxxxxx and Employee, seeking remedies under the Exchange Act and Rule 10b-5 promulgated thereunder (the “Flood Case”), together with any similar complaints containing substantially similar allegations that may hereafter be filed (the “Class Action Lawsuits”), including the defense of Employee with respect to the Class Action Lawsuits pursuant to the terms and conditions of that certain letter dated August 21, 2013, between Xxxxx Xxxxx, L.L.P. and Employee (the “Xxxxx Xxxxx Letter”) and the Company’s obligation to advance Employee’s legal fees in connection with the Class Action Lawsuits pursuant to Section 3 of Article VI of the Amended and Restated Bylaws of MMI in accordance with the terms and conditions of that certain letter, dated September 23, 2013 from Employee to MMI (the “Legal Fees Letter”); (iii) any claims for vested benefits under the Company’s 401(k) planplan or vested benefits under the EDCP; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, . subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general releaserelease (the foregoing items (i) – (vi) being collectively referred to as “Reserved Claims”).

General Release by Employee. In consideration of the foregoingforegoing (including the payments and benefits under Section 2 hereof, which the Company is not required to make or provide under any preexisting agreement, plan or policy), which Employee hereby expressly acknowledges as good and sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) the Company and each all of its subsidiariespredecessors, divisionssuccessors and assigns, affiliates, operating companies, predecessors and successors, as well as (ii) all of the current Company’s past, present and former employeesfuture affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the past, present and future officers, directors, ownersmanagers, shareholders, partnersinvestors, representativesemployee benefit plan administrators, agents employees, agents, attorneys and affiliates other representatives of each of them the entities described in the immediately preceding clauses (i) and (ii), individually and in their respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and (iii) being, individually, a “Releasee” and, collectively, the “Released PartiesReleasees”), from any and every action, cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the Released PartiesReleasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with, compensation and benefits from, with or termination of employment from, from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (including the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Released Parties Releasees (together, the “Released Claims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of its their affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of its their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) planplan or vested benefits under the XxXxxxxxx International, Inc. Director and Executive Deferred Compensation Plan (“EDCP”); (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRAthe U.S. Consolidated Omnibus Reconciliation Act, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.