Common use of General Release by Employee Clause in Contracts

General Release by Employee. Employee, for himself, his successors, administrators, heirs, and assigns, hereby releases the Corporation, all of its related and affiliated entities, and all of their respective current and former officers, directors, shareholders, managers, employees, attorneys, agents, successors, heirs, assigns, and insurers (“Released Parties”) from any and all claims for sums of money, accounts, claims for attorneys’ fees, costs or expenses, causes of action, demands, damages, obligations, promises, agreements, controversies, suits, rights, losses, debts, or liabilities arising out of his employment by or separation of employment from, the Corporation (“Claims”), whether known or unknown, which Employee has, had, or might have been able to assert or make based on any action, omission, or conduct of any kind on the part of the Released Parties from the beginning of time up to Employee’s execution of this Agreement. Without limiting the generality of the foregoing, this Release specifically applies to: (a) Any and all Claims for wrongful discharge, misrepresentation, defamation, fraudulent concealment, negligent supervision, negligent or intentional infliction of emotional distress, tortious interference with contractual relations, restitution, payment of monies such as wages, vacation pay, and other paid time, payment of attorneys’ fees or costs, outrageous behavior, breach of express or implied contract, promissory estoppel, breach of fiduciary duty, violation of corporate bylaws or corporate governance documents, violation of statute, breach of the implied duty of good faith, or under any other theory of recovery; and (b) Any and all Claims under or pursuant to the Americans with Disabilities Act, the Age Discrimination in Employment Act (which protects persons 40 and over against age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Genetic Information Nondiscrimination Act of 2008, the Family and Medical Leave Act, the Equal Pay Act, the Reconstruction Era Civil Rights Acts, United States Executive Orders 11246 and 11375, 42 U.S.C. § 1981, as amended, and § 1985, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, federal, state, or local wage payment laws, federal, state, or local whistleblower laws, federal, state, or local family and/or medical leave laws, or any other federal, state, or local law, statute, ordinance, rule, regulation, or executive order relating to employment and/or discrimination in employment, and/or any Claims to attorneys’ fees or costs thereunder. Further, Employee confirms that, as of the date of this Agreement, Employee has not suffered any on-the-job or work-related accident, injury, occupational disease, or disability, whether temporary, permanent, partial, or total. In addition to the above release, Employee promises not to xxx any Released Party in court. This is different from the general release above. Besides releasing claims covered by that general release, Employee agrees never to xxx Released Parties for any reason covered by that release. Despite this promise not to xxx however, Employee may file suit to enforce this Agreement or to challenge its validity under the ADEA. If Employee sues any Released Party in violation of this Agreement, Employee will be required to pay Released Parties’ reasonable attorneys’ fees and other litigation costs incurred in defending such claims. Employee agrees to execute an additional, separate release in the form set forth in this Section 12 and in Section 13 dated as of the Separation Date (the “Separation Date Release”), and Employee acknowledges and agrees that amounts payable under Sections 4, 5, 6, 7, 8 (subsidized COBRA benefits only) and 9 (Change in Control benefits only) are conditioned upon the execution (and non-revocation) of the Separation Date Release. This Section 12 and the Separation Date Release are each essential and material to this Agreement and without such general releases, no agreement would have been reached by the Parties. Notwithstanding the foregoing or anything else in this Agreement, this Agreement shall not preclude Employee from filing a complaint or charge with any governmental agency, or from participating in an investigation by a governmental agency, or from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General. Employee does not need to notify the Corporation prior to making any such reports or disclosures or participating in an investigation. Employee does give up, however, rights to any money or other individual relief based on any agency or judicial decision, except that Employee may receive bounty money properly awarded by the Securities and Exchange Commission or under other whistleblower statutes. This Agreement also does not waive or release (i) any claims that Employee might have that arise after Employee’s execution of this Agreement; (ii) obligations owed to Employee under this Agreement or subject to the terms set forth herein, under any qualified or nonqualified retirement, equity and welfare benefit plans of the Corporation and the CIC Agreement; (iii) subject to the terms set forth herein, any rights Employee may have to compensation accrued prior to the Separation Date; (iv) any rights which cannot be waived as a matter of law; or (v) any rights or claims for indemnification or advancement of expenses Employee may have under applicable laws, under the Articles of Incorporation or Bylaws of the Corporation, under any applicable insurance policy that the Corporation may maintain, or under any other agreement Employee may have with the Corporation relating to his service as a director and/or officer (as such terms are defined in the Corporation’s Bylaws as in effect or the date hereof) or employee, including the Indemnification Agreement between Employee and the Corporation.

General Release by Employee. Employee, for himself, his successors, administrators, heirs, and assigns, hereby releases the Corporation, all of its related and affiliated entities, and all of their respective current and former officers, directors, shareholders, managers, employees, attorneys, agents, successors, heirs, assigns, and insurers (“Released Parties”) from any and all claims for sums of money, accounts, claims for attorneys’ fees, costs or expenses, causes of action, demands, damages, obligations, promises, agreements, controversies, suits, rights, losses, debts, or liabilities arising out of his employment by any kind or separation of employment from, the Corporation character whatsoever (“Claims”), whether known or unknown, which Employee has, had, or might have been able to assert or make based on any action, omission, or conduct of any kind on the part of the Released Parties from the beginning of time up to Employee’s execution of this Agreement. Without limiting the generality of the foregoing, this Release specifically applies to: (a) Any and all Claims for wrongful discharge, misrepresentation, defamation, fraudulent concealment, negligent supervision, negligent or intentional infliction of emotional distress, tortious interference with contractual relations, restitution, payment of monies such as wages, vacation pay, and other paid time, payment of attorneys’ fees or costs, outrageous behavior, breach of express or implied contract, promissory estoppel, breach of fiduciary duty, violation of corporate bylaws by-laws or corporate governance documents, violation of statute, breach of the implied duty of good faith, or under any other theory of recovery; and (b) Any and all Claims under or pursuant to the Americans with Disabilities Act, the Age Discrimination in Employment Act (which protects persons 40 and over against age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Genetic Information Nondiscrimination Act of 2008, the Family and Medical Leave Act, the Equal Pay Act, the Reconstruction Era Civil Rights Acts, United States Executive Orders 11246 and 11375, 42 U.S.C. § 1981, as amended, and § 1985, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, federal, state, or local wage payment laws, federal, state, or local whistleblower laws, federal, state, or local family and/or medical leave laws, or any other federal, state, or local law, statute, ordinance, rule, regulation, or executive Executive order relating to employment and/or discrimination in employment, and/or any Claims to attorneys’ ' fees or costs thereunder. Further, Employee confirms that, as of the date of this Agreement, Employee has not suffered any on-the-job or work-related accident, injury, occupational disease, or disability, whether temporary, permanent, partial, or total. In addition to the above release, Employee promises not to xxx any Released Party in court. This is different from the general release above. Besides releasing claims covered by that general release, Employee agrees never to xxx Released Parties for any reason covered by that release. Despite this promise not to xxx however, Employee may file suit to enforce this Agreement or to challenge its validity under the ADEA. If Employee sues any Released Party in violation of this Agreement, Employee will be required to pay Released Parties’ reasonable attorneys’ fees and other litigation costs incurred in defending such claims. Employee agrees to execute an additional, separate release in the form set forth in this Section 12 and in Section 13 dated as of the Separation Date (the “Separation Date Release”), and Employee acknowledges and agrees that amounts payable under Sections 4, 5, 6, 7, 8 (subsidized COBRA benefits only) and 9 (Change in Control benefits only) are conditioned upon the execution (and non-revocation) of the Separation Date Release. This Section 12 and the Separation Date Release are each 14 is essential and material to this Agreement and without such general releasesrelease, no agreement would have been reached by the Parties. Notwithstanding the foregoing or anything else in this Agreement, this Agreement shall not preclude Employee from filing a complaint or charge with any governmental agency, or from participating in an investigation by a governmental agency, or from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General. Employee does , to the extent Employee’s right to do so is not need subject to notify the Corporation prior to making any such reports or disclosures or participating in an investigation. Employee does give up, however, rights to any money or other individual relief based on any agency or judicial decision, except that Employee may receive bounty money properly awarded by the Securities and Exchange Commission or under other whistleblower statuteswaiver. This Agreement also does not waive or release (i) any claims that Employee might have that arise after Employee’s execution of this Agreement; (ii) obligations owed Employee’ right to Employee under this Agreement or subject to enforce the terms set forth herein, under any qualified or nonqualified retirement, equity and welfare benefit plans of the Corporation and the CIC this Agreement; or (iii) subject to the terms set forth herein, any rights Employee may have to compensation accrued prior to the Separation Date; (iv) any rights which cannot be waived as a matter of law; or (viv) any rights or claims for indemnification or advancement of expenses Employee may have under applicable laws, under the Articles applicable constituent documents (including bylaws and articles of Incorporation or Bylaws incorporation) of the Corporation, under any applicable insurance policy that the of Corporation may maintain, or under any other agreement Employee may have with the Corporation relating to his service as a director Director and/or officer Officer (as such terms are defined in the CorporationEmployee’s Bylaws bylaws as in effect or on the date hereof) or employee, including the Indemnification Agreement between Employee and the CorporationEffective Date).

General Release by Employee. (a) Employee, for himself, his successors, administrators, heirs, and assigns, hereby releases the Corporation, all of its related and affiliated entities, and all of their respective current and former officers, directors, shareholders, managers, employees, attorneys, agents, successors, heirs, assigns, and insurers (“Released Parties”) from any and all claims for sums of money, accounts, claims for attorneys’ fees, costs or expenses, causes of action, demands, damages, obligations, promises, agreements, controversies, suits, rights, losses, debts, or liabilities arising out of his employment by any kind or separation of employment from, the Corporation character whatsoever (“Claims”), whether known or unknown, which Employee has, had, or might have been able to assert or make based on any action, omission, or conduct of any kind on the part of the Released Parties from the beginning of time up to Employee’s execution of this Agreement. Without limiting the generality of the foregoing, this Release such release specifically applies to: (ai) Any and all Claims for wrongful discharge, misrepresentation, defamation, fraudulent concealment, negligent supervision, negligent or intentional infliction of emotional distress, tortious interference with contractual relations, restitution, payment of monies such as wages, vacation pay, and other paid time, payment of attorneys’ fees or costs, outrageous behavior, breach of express or implied contract, promissory estoppel, breach of fiduciary duty, violation of corporate bylaws or corporate governance documents, violation of statute, breach of the implied duty of good faith, or under any other theory of recovery; and (bii) Any and all Claims under or pursuant to the Americans with Disabilities Act, the Age Discrimination in Employment Act (which protects persons 40 and over against age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Genetic Information Nondiscrimination Act of 2008, the Family and Medical Leave Act, the Equal Pay Act, the Reconstruction Era Civil Rights Acts, United States Executive Orders 11246 and 11375, 42 U.S.C. § 1981, as amended, and § 1985, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, federal, state, or local wage payment laws, federal, state, or local whistleblower laws, federal, state, or local family and/or medical leave laws, or any other federal, state, or local law, statute, ordinance, rule, regulation, or executive order relating to employment and/or discrimination in employment, and/or any Claims to attorneys’ fees or costs thereunder. Further, Employee confirms that, as of the date of this Agreement, Employee has not suffered any on-the-job or work-related accident, injury, occupational disease, or disability, whether temporary, permanent, partial, or total. In addition to the above release, Employee promises not to xxx any Released Party in court. This is different from the general release above. Besides releasing claims covered by that general release, Employee agrees never to xxx Released Parties for any reason covered by that release. Despite this promise not to xxx however, Employee may file suit to enforce this Agreement or to challenge its validity under the ADEAADEA or the Older Workers’ Benefit Protection Act (“OWBPA”), which he may do without penalty under this Agreement. If Employee sues any Released Party in violation of this Agreement, Employee will be required to pay Released Parties’ reasonable attorneys’ fees and other litigation costs incurred in defending such claims. Employee agrees to execute an additional, separate release in the form set forth in this Section 12 and in Section 13 dated as of the Separation Date (the “Separation Date Release”), and Employee acknowledges and agrees that amounts payable under Sections 4, 5, 6, 7, 8 (subsidized COBRA benefits only) and 9 (Change in Control benefits only) are conditioned upon the execution (and non-revocation) of the Separation Date Release. This Section 12 and the Separation Date Release are each 12(a) is essential and material to this Agreement and without such general releases, no agreement would have been reached by the Parties. Notwithstanding the foregoing or anything else in this Agreement, this Agreement shall not preclude Employee from filing a complaint or charge with any governmental agency, or from participating in an investigation by a governmental agency, or from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General. Employee does , to the extent Employee’s right to do so is not need subject to notify the Corporation prior to making any such reports or disclosures or participating in an investigation. Employee does give up, however, rights to any money or other individual relief based on any agency or judicial decision, except that Employee may receive bounty money properly awarded by the Securities and Exchange Commission or under other whistleblower statuteswaiver. This Agreement also does not waive or release (i) any claims that Employee might have that arise after Employee’s execution of this Agreement; (ii) obligations owed Employee’ right to Employee under this Agreement or subject to enforce the terms set forth herein, under any qualified or nonqualified retirement, equity and welfare benefit plans of the Corporation and the CIC this Agreement; (iii) subject to the terms set forth herein, any rights Employee may have to compensation accrued prior to the Separation Date; (iv) any rights which cannot be waived as a matter of law; or (viv) any rights or claims for indemnification or advancement of expenses Employee may have under applicable laws, under the Articles applicable constituent documents (including bylaws and articles of Incorporation or Bylaws incorporation) of the Corporation, under any applicable insurance policy that the Corporation may maintain, or under any other agreement Employee may have with the Corporation relating to his service as a director Director and/or officer Officer (as such terms are defined in the Corporation’s Bylaws bylaws as in effect or on the date hereofEffective Date); (v) or employeeEmployee’s right to receive an award for information provided to the Securities Exchange Commission. (b) No later than seven days prior to the Separation Date, including Employee shall execute and deliver a General Release in the Indemnification Agreement between Employee and form of Exhibit A hereto dated as of the CorporationSeparation Date (the “Bring-down Release”).

General Release by Employee. Employee, for himself, his successors, administrators, heirs, and assigns, hereby releases the Corporation, all of its related and affiliated entities, and all of their respective current and former officers, directors, shareholders, managers, employees, attorneys, agents, successors, heirs, assigns, and insurers (“Released Parties”) from any and all claims for sums of money, accounts, claims for attorneys’ fees, costs or expenses, causes of action, demands, damages, obligations, promises, agreements, controversies, suits, rights, losses, debts, or liabilities arising out of his employment by any kind or separation of employment from, the Corporation character whatsoever (“Claims”), whether known or unknown, which Employee has, had, or might have been able to assert or make based on any action, omission, or conduct of any kind on the part of the Released Parties from the beginning of time up to Employee’s execution of this Agreement. Without limiting the generality of the foregoing, this Release specifically applies to: (a) Any and all Claims for wrongful discharge, misrepresentation, defamation, fraudulent concealment, negligent supervision, negligent or intentional infliction of emotional distress, tortious interference with contractual relations, restitution, payment of monies such as wages, vacation pay, and other paid time, payment of attorneys’ fees or costs, outrageous behavior, breach of express or implied contract, promissory estoppel, breach of fiduciary duty, violation of corporate bylaws or corporate governance documents, violation of statute, breach of the implied duty of good faith, or under any other theory of recovery; and (b) Any and all Claims under or pursuant to the Americans with Disabilities Act, the Age Discrimination in Employment Act (which protects persons 40 and over against age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Genetic Information Nondiscrimination Act of 2008, the Family and Medical Leave Act, the Equal Pay Act, the Reconstruction Era Civil Rights Acts, United States Executive Orders 11246 and 11375, 42 U.S.C. § 1981, as amended, and § 1985, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, federal, state, or local wage payment laws, federal, state, or local whistleblower laws, federal, state, or local family and/or medical leave laws, or any other federal, state, or local law, statute, ordinance, rule, regulation, or executive order relating to employment and/or discrimination in employment, and/or any Claims to attorneys’ fees or costs thereunder. Further, Employee confirms that, as of the date of this Agreement, Employee has not suffered any on-the-job or work-related accident, injury, occupational disease, or disability, whether temporary, permanent, partial, or total. In addition to the above release, Employee promises not to xxx any Released Party in court. This is different from the general release above. Besides releasing claims covered by that general release, Employee agrees never to xxx Released Parties for any reason covered by that release. Despite this promise not to xxx however, Employee may file suit to enforce this Agreement or to challenge its validity under the ADEAADEA or the Older Workers’ Benefit Protection Act (“OWBPA”), which he may do without penalty under this Agreement. If Employee sues any Released Party in violation of this Agreement, Employee will be required to pay Released Parties’ reasonable attorneys’ fees and other litigation costs incurred in defending such claims. Employee agrees to execute an additional, separate release in the form set forth in this Section 12 and in This Section 13 dated as of the Separation Date (the “Separation Date Release”), and Employee acknowledges and agrees that amounts payable under Sections 4, 5, 6, 7, 8 (subsidized COBRA benefits only) and 9 (Change in Control benefits only) are conditioned upon the execution (and non-revocation) of the Separation Date Release. This Section 12 and the Separation Date Release are each is essential and material to this Agreement and without such general releases, no agreement would have been reached by the Parties. Notwithstanding the foregoing or anything else in this Agreement, this Agreement shall not preclude Employee from filing a complaint or charge with any governmental agency, or from participating in an investigation by a governmental agency, or from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General. Employee does , to the extent Employee’s right to do so is not need subject to notify the Corporation prior to making any such reports or disclosures or participating in an investigation. Employee does give up, however, rights to any money or other individual relief based on any agency or judicial decision, except that Employee may receive bounty money properly awarded by the Securities and Exchange Commission or under other whistleblower statuteswaiver. This Agreement also does not waive or release (i) any claims that Employee might have that arise after Employee’s execution of this Agreement; (ii) obligations owed Employee’s right to Employee under this Agreement or subject to enforce the terms set forth herein, under any qualified or nonqualified retirement, equity and welfare benefit plans of the Corporation and the CIC this Agreement; (iii) subject to the terms set forth herein, any rights Employee may have to compensation accrued prior to the Separation Date; (iv) any rights which cannot be waived as a matter of law; or (viv) any rights or claims for indemnification or advancement of expenses Employee may have under applicable laws, under the Articles applicable constituent documents (including bylaws and articles of Incorporation or Bylaws incorporation) of the Corporation, under any applicable insurance policy that the Corporation may maintain, or under any other agreement Employee may have with the Corporation relating to his service as a director Director and/or officer Officer (as such terms are defined in the Corporation’s Bylaws bylaws as in effect on the Separation Date); (v) vested rights or benefits under any Corporation retirement plan (qualified or nonqualified), medical plan or any other welfare benefit plan, the SERP or the date hereofDCP; or (vi) vested rights or employee, including the Indemnification Agreement between Employee and the Corporationbenefits under any Corporation equity plan or associated grant agreements.

General Release by Employee. Employee, for himself, his successors, administrators, heirs, and assigns, hereby releases the Corporation, all of its related and affiliated entities, and all of their respective current and former officers, directors, shareholders, managers, employees, attorneys, agents, successors, heirs, assigns, and insurers (“Released Parties”) from any and all claims for sums of money, accounts, claims for attorneys’ fees, costs or expenses, causes of action, demands, damages, obligations, promises, agreements, controversies, suits, rights, losses, debts, or liabilities arising out of his employment by any kind or separation of employment from, the Corporation character whatsoever (“Claims”), whether known or unknown, which Employee has, had, or might have been able to assert or make based on any action, omission, or conduct of any kind on the part of the Released Parties from the beginning of time up to Employee’s execution of this Agreement. Without limiting the generality of the foregoing, this Release specifically applies to: (a) Any and all Claims for wrongful discharge, misrepresentation, defamation, fraudulent concealment, negligent supervision, negligent or intentional infliction of emotional distress, tortious interference with contractual relations, restitution, payment of monies such as wages, vacation pay, and other paid time, payment of attorneys’ fees or costs, outrageous behavior, breach of express or implied contract, promissory estoppel, breach of fiduciary duty, violation of corporate bylaws or corporate governance documents, violation of statute, breach of the implied duty of good faith, or under any other theory of recovery; and (b) Any and all Claims under or pursuant to the Americans with Disabilities Act, the Age Discrimination in Employment Act (which protects persons 40 and over against age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Genetic Information Nondiscrimination Act of 2008, the Family and Medical Leave Act, the Equal Pay Act, the Reconstruction Era Civil Rights Acts, United States Executive Orders 11246 and 11375, 42 U.S.C. § 1981, as amended, and § 1985, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, federal, state, or local wage payment laws, federal, state, or local whistleblower laws, federal, state, or local family and/or medical leave laws, or any other federal, state, or local law, statute, ordinance, rule, regulation, or executive order relating to employment and/or discrimination in employment, and/or any Claims to attorneys’ fees or costs thereunder. Further, Employee confirms that, as of the date of this Agreement, Employee has not suffered any on-the-job or work-related accident, injury, occupational disease, or disability, whether temporary, permanent, partial, or total. In addition to the above release, Employee promises not to xxx any Released Party in court. This is different from the general release above. Besides releasing claims covered by that general release, Employee agrees never to xxx Released Parties for any reason covered by that release. Despite this promise not to xxx however, Employee may file suit to enforce this Agreement or to challenge its validity under the ADEAADEA or the Older Workers’ Benefit Protection Act (“OWBPA”), which he may do without penalty under this Agreement. If Employee sues any Released Party in violation of this Agreement, Employee will be required to pay Released Parties’ reasonable attorneys’ fees and other litigation costs incurred in defending such claims. Employee agrees to execute an additional, separate release in the form set forth in this Section 12 and in This Section 13 dated as of the Separation Date (the “Separation Date Release”), and Employee acknowledges and agrees that amounts payable under Sections 4, 5, 6, 7, 8 (subsidized COBRA benefits only) and 9 (Change in Control benefits only) are conditioned upon the execution (and non-revocation) of the Separation Date Release. This Section 12 and the Separation Date Release are each is essential and material to this Agreement and without such general releases, no agreement would have been reached by the Parties. Notwithstanding the foregoing or anything else in this Agreement, this Agreement shall not preclude Employee from filing a complaint or charge with any governmental agency, or from participating in an investigation by a governmental agency, or from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General. Employee does , to the extent Employee’s right to do so is not need subject to notify the Corporation prior to making any such reports or disclosures or participating in an investigation. Employee does give up, however, rights to any money or other individual relief based on any agency or judicial decision, except that Employee may receive bounty money properly awarded by the Securities and Exchange Commission or under other whistleblower statuteswaiver. This Agreement also does not waive or release (i) any claims that Employee might have that arise after Employee’s execution of this Agreement; (ii) obligations owed Employee’s right to Employee under this Agreement or subject to enforce the terms set forth herein, under any qualified or nonqualified retirement, equity and welfare benefit plans of the Corporation and the CIC this Agreement; (iii) subject to the terms set forth herein, any rights Employee may have to compensation accrued prior to the Separation Date; (iv) any rights which cannot be waived as a matter of law; or (viv) any rights or claims for indemnification or advancement of expenses Employee may have (A) under applicable laws, (B) under the Articles applicable constituent documents (including bylaws and articles of Incorporation or Bylaws incorporation) of the Corporation, (C) under any applicable insurance policy that the Corporation may maintain, or (D) under any other agreement Employee may have with the Corporation relating to his service as a director Director and/or officer Officer (as such terms are defined in the Corporation’s Bylaws bylaws as in effect on the Separation Date); (v) vested rights or benefits under any Corporation retirement plan (qualified or nonqualified), medical plan or any other employee welfare benefit plan, the SERP or the date hereofDCP or (vi) vested rights or employee, including the Indemnification Agreement between Employee and the Corporationbenefits under any Corporation equity plan or associated grant agreements.

General Release by Employee. Employee, for himself, his successors, administrators, heirs, and assigns, hereby releases the Corporation, all of its related and affiliated entities, and all of their respective current and former officers, directors, shareholders, managers, employees, attorneys, agents, successors, heirs, assigns, and insurers (“Released Parties”) from any and all claims for sums of money, accounts, claims for attorneys’ fees, costs or expenses, causes of action, demands, damages, obligations, promises, agreements, controversies, suits, rights, losses, debts, or liabilities arising out of his employment by any kind or separation of employment from, the Corporation character whatsoever (“Claims”), whether known or unknown, which Employee has, had, or might have been able to assert or make based on any action, omission, or conduct of any kind on the part of the Released Parties from the beginning of time up to Employee’s execution of this Agreement. Without limiting the generality of the foregoing, this Release specifically applies to: (a) Any and all Claims for wrongful discharge, misrepresentation, defamation, fraudulent concealment, negligent supervision, negligent or intentional infliction of emotional distress, tortious interference with contractual relations, restitution, payment of monies such as wages, vacation pay, and other paid time, payment of attorneys’ fees or costs, outrageous behavior, breach of express or implied contract, promissory estoppel, breach of fiduciary duty, violation of corporate bylaws or corporate governance documents, violation of statute, breach of the implied duty of good faith, or under any other theory of recovery; and (b) Any and all Claims under or pursuant to the Americans with Disabilities Act, the Age Discrimination in Employment Act (which protects persons 40 and over against age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Genetic Information Nondiscrimination Act of 2008, the Family and Medical Leave Act, the Equal Pay Act, the Reconstruction Era Civil Rights Acts, United States Executive Orders 11246 and 11375, 42 U.S.C. § 1981, as amended, and § 1985, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, federal, state, or local wage payment laws, federal, state, or local whistleblower laws, federal, state, or local family and/or medical leave laws, or any other federal, state, or local law, statute, ordinance, rule, regulation, or executive order relating to employment and/or discrimination in employment, and/or any Claims to attorneys’ fees or costs thereunder. Further, Employee confirms that, as of the date of this Agreement, Employee has not suffered any on-the-job or work-related accident, injury, occupational disease, or disability, whether temporary, permanent, partial, or total. In addition to the above release, Employee promises not to xxx any Released Party in court. This is different from the general release above. Besides releasing claims covered by that general release, Employee agrees never to xxx Released Parties for any reason covered by that release. Despite this promise not to xxx however, Employee may file suit to enforce this Agreement or to challenge its validity under the ADEAADEA or the Older Workers’ Benefit Protection Act (“OWBPA”), which he may do without penalty under this Agreement. If Employee sues any Released Party in violation of this Agreement, Employee will be required to pay Released Parties’ reasonable attorneys’ fees and other litigation costs incurred in defending such claims. Employee agrees to execute an additional, separate release in the form set forth in this Section 12 and in Section 13 dated as of the Separation Date (the “Separation Date Release”), and Employee acknowledges and agrees that amounts payable under Sections 4, 5, 6, 7, 8 (subsidized COBRA benefits only) and 9 (Change in Control benefits only) are conditioned upon the execution (and non-revocation) of the Separation Date Release. This Section 12 and the Separation Date Release are each 14 is essential and material to this Agreement and without such general releases, no agreement would have been reached by the Parties. Notwithstanding the foregoing or anything else in this Agreement, this Agreement shall not preclude Employee from filing a complaint or charge with any governmental agency, or from participating in an investigation by a governmental agency, or from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General. Employee does , to the extent Employee’s right to do so is not need subject to notify the Corporation prior to making any such reports or disclosures or participating in an investigation. Employee does give up, however, rights to any money or other individual relief based on any agency or judicial decision, except that Employee may receive bounty money properly awarded by the Securities and Exchange Commission or under other whistleblower statuteswaiver. This Agreement also does not waive or release (i) any claims that Employee might have that arise after Employee’s execution of this Agreement; (ii) obligations owed Employee’ right to Employee under this Agreement or subject to enforce the terms set forth herein, under any qualified or nonqualified retirement, equity and welfare benefit plans of the Corporation and the CIC this Agreement; or (iii) subject to the terms set forth herein, any rights Employee may have to compensation accrued prior to the Separation Date; (iv) any rights which cannot be waived as a matter of law; or (viv) any rights or claims for indemnification or advancement of expenses Employee may have under applicable laws, under the Articles applicable constituent documents (including bylaws and articles of Incorporation or Bylaws incorporation) of the Corporation, under any applicable insurance policy that the of Corporation may maintain, or under any other agreement Employee may have with the Corporation relating to his service as a director Director and/or officer Officer (as such terms are defined in the CorporationEmployee’s Bylaws bylaws as in effect or on the date hereof) or employee, including the Indemnification Agreement between Employee and the CorporationEffective Date).