Common use of General Release of Claims by Executive Clause in Contracts

General Release of Claims by Executive. (a) Executive, on behalf of himself and his executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his employment with the Company (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the Termination Date, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agency including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 USC Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 USC Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 USC Section 621, et seq.; the Equal Pay Act, as amended, 29 USC Section 206(d); regulations of the Office of Federal Contract Compliance, 41 CFR Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; The Executive Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and the California Fair Employment and Housing Act, California Government Code Section 12940, et seq. Notwithstanding the generality of the foregoing, Executive does not release the following claims: (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (iii) Claims to continued participation in the Company’s group medical, dental, vision, and life insurance benefit plans pursuant to the terms and conditions of the federal law known as COBRA; (iv) Claims for indemnity under the bylaws of the Company, as provided for by Delaware law or under any applicable insurance policy with respect to Executive’s liability as an employee or officer of the Company of that certain Indemnification Agreement dated June 18, 2007 between Executive and the Company; (v) Claims based on any right Executive may have to enforce the Company’s executory obligations under the Interim Employment Agreement, the Change of Control Agreement or agreements related to stock awards granted to Executive by the Company; and (vi) Claims Executive may have to vested or earned compensation and benefits. (b) EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

General Release of Claims by Executive. As a material inducement to -------------------------------------- Company to enter into this Agreement, Executive, for himself and his heirs, executors, legal representatives and assigns, as a knowing and voluntary act, hereby forever releases and discharges Company and Company's current, former and future officers, directors, shareholders, employees, trustees, agents, insurers, attorneys, predecessors, successors, affiliates, related companies, parent companies, subsidiaries, divisions and assigns and all persons acting by, through, under or in concert with any of these (athe Company and all of the foregoing persons and entities are hereinafter referred to separately and collectively, as the "Releasees") from, and covenants not to xxx the Releasees; as follows: a. Executive, on behalf of himself and himself, his heirs, executors, heirs, administrators, representatives legal representatives, and assigns, hereby agrees to release releases and forever discharge discharges the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his employment with the Company (collectively, the “Company Releasees”), Releasees from any and all claims, debtscomplaints, allegations, demands, actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, rightsextends, and executions or causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability action of every any kind and character whatsoever (including attorneys’ fees and costs)whatsoever, whether at law, admiralty, or in law equity, direct or equityindirect, known or unknown, asserted in tort, contract, by statute or unassertedany other basis for relief, suspected compensatory, punitive, liquidated or unsuspected other damages, expenses (collectively, “Claims”including attorneys' fees), reimbursements or costs of any kinds ("Claims") which Executive has he ever had, now has, or hereafter can, shall or may have had or assert against such entities based on Releasees, for any events matter, cause or circumstances arising or occurring thing which may have occurred on or prior to before the date hereof or on or prior to of the Termination Dateexecution of this General Release. b. This General Release specifically includes, arising directly or indirectly out of, relating but is not limited to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including : (i) any and all claims arising under federal, state, or local laws relating to employment, Claims for wages and benefits (including without limitation claims of salary, stock, commissions, bonuses, severance pay, health and welfare benefits, vacation pay and any other fringe- type benefits), provided, however, that nothing herein shall affect Executive's vested rights in any 401K plan maintained by the Company; (ii) any and all Claims for wrongful discharge, breach of contract (whether written or oral, express or implied) including but not limited to promissory or equitable estoppel and implied contractcovenants of good faith and fair dealing; (iii) any and all Claims for alleged employment discrimination, fraudharassment or retaliation on the basis of age, misrepresentationrace, defamationcolor, or liability religion, sex (including sexual harassment), sexual 2 orientation, pregnancy, ancestry, national origin, veteran status, disability, handicap and/or any other protected basis, in tort, and claims violation of any kind that may be brought in any court federal, state or administrative agency includinglocal statute, without limitationordinance, judicial precedent or executive order, including but not limited to claims for discrimination under the following statutes: Title VII of the Civil Rights Act of 1964, as amended, 42 USC Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 18661966, and the Civil Rights Act of 1991; 42 USC Section 1981, et seq.; the New York Human Rights Law, as amended, the New York Equal Rights Law, the Family and Medical Leave Act, the Immigration Reform and Control Act, the Age Discrimination in Employment Act, as amended, 29 USC Section 621the Older Workers Benefit Protection Act, et seq.; the Equal Pay ActRehabilitation Act of 1973, as amended, 29 USC Section 206(d); regulations the Rehabilitation Act of the Office of Federal Contract Compliance, 41 CFR Section 60, et seq.; the Family and Medical Leave Act1973, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; The Executive Retirement Income Security Americans with Disabilities Act, as amendedthe New York Rights of Persons with Disabilities Law, 29 U.S.C. § 1001 et seq.; the New York Nondiscrimination Against Genetic Disorders Law, the Equal Pay Act and the California Fair Employment and Housing Act, California Government Code Section 12940, et seq. Notwithstanding the generality of the foregoing, Executive does not release the following claims: (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (iii) Claims to continued participation in the Company’s group medical, dental, vision, and life insurance benefit plans pursuant to the terms and conditions of the federal law known as COBRANew York Equal Pay Law; (iv) any and all Claims for indemnity under the bylaws of the Company, as provided for by Delaware law or under any applicable insurance policy with respect federal or state statute relating to Executive’s liability as an employee or officer Executive benefits, including but not limited to the Executive Retirement Income Security Act of the Company of that certain Indemnification Agreement dated June 18, 2007 between Executive and the Company1974; (v) any and all Claims based on in tort (including but not limited to any right Executive may have to enforce the Company’s executory obligations under the Interim Employment AgreementClaims for misrepresentation, the Change defamation, interference with contract or prospective economic advantage, intentional infliction of Control Agreement emotional distress and negligence); (vi) any and all Claims for additional compensation or agreements related to stock awards granted to Executive by the Companydamages of any kind; (vii) any and all Claims for retaliation or retaliatory discharge; and (viviii) any and all Claims Executive may have to vested or earned compensation for attorney's fees and benefitscosts. (b) EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542c. This General Release extends to all of the aforementioned Claims and potential Claims which arose on or before the date of this Agreement, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTIONincluding pre- and post-employment causes of action, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDERwhether now known or unknown, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECTsuspected or unsuspected, matured or unmatured, and this constitutes an essential term of this Agreement. This General Release does not extend to claims which arise after the Effective Date. d. Notwithstanding anything to the contrary contained herein, this General Release shall not affect Executive's right to indemnification from the Company pursuant to the Company's Certificate of Incorporation and By-laws.

General Release of Claims by Executive. (a) Executive, on behalf of himself herself and his her executors, heirs, administrators, representatives and assignsassigns (collectively, the “Releasors”), hereby voluntarily, knowingly and willingly agrees to release and forever discharge the Company Company, IAC/InterActiveCorp and all each of their predecessors, successors successors, assigns and each of their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present members, investors, directors, shareholders, officers, general or limited partners, employees, attorneys, creditors, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue each of his employment with the Company their subsidiaries, affiliates, estates, predecessors, successors and assigns (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, actions, causes of action, equitable relief, obligations, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, sums of money, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”)unsuspected, which Executive or any of the other Releasors ever had, now has or may hereafter claim to have had against such entities based on the Company Releasees by reason of any events matter, cause or circumstances thing whatsoever, arising or occurring on or prior to from the beginning of time through the date hereof or on or prior to the Termination Date, arising directly or indirectly out of, Executive signs this Release relating to, or in any other way involving in any manner whatsoever to Executive’s employment by or service to the Company or any of the Company Releasees or the termination thereofthereof (collectively, including any and all claims “Claims”) including, but not limited to, (A) those Claims arising under any federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agency including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 USC U.S.C. Section 2000, et seq.; the Americans with Disabilities ActXxxxxxxxxxxx Xxx, as amended, 42 U.S.C. 00 X.X.X. § 12101 00000 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 USC U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 USC U.S.C. Section 621, et seq.. (the “ADEA”); the Equal Pay Act, as amended, 29 USC U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 CFR Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; The Executive the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Massachusetts Fair Employment Practices Act, M.G.L. c. 151B, § 1 et seq.; the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ IIH and 111; the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § IC; the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq.; the Massachusetts Privacy Act, M.G.L. c. 214, § 1B; the Massachusetts Wage Act, M.G.L. c. 149, § 148; the Massachusetts Maternity Leave Act, M.G.L. c. 49, § 105D; and any similar federal, state or local law that may be legally waived, all as amended; (B) Claims relating to wrongful discharge, constructive discharge, breach of express or implied contract, tort, fraud, misrepresentation, or defamation; and (C) Claims arising under or relating to any employment policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Company Releasees and the California Fair Employment and Housing Act, California Government Code Section 12940, et seqExecutive. Notwithstanding the generality of the foregoing, Executive does not release the following claimsfollowing: (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (iii) Claims All rights under the Indemnification Agreement between Executive and the Company dated January 13, 2014, including claims for indemnity, as well as all rights to continued participation in indemnification and/or contribution pursuant to the Company’s group medicalBy-Laws, dental, vision, Articles of Incorporation and/or Charter; any applicable Directors and life Officers Liability Insurance policy or other insurance benefit plans policy; and applicable common and/or statutory law; (iv) Claims pursuant to the terms and conditions of the federal law known as COBRA; (ivv) Claims for indemnity payment under the bylaws Section 2(b) of the Company, as provided for by Delaware law Agreement or under any applicable insurance policy with respect to Executive’s liability as an employee Sections 3 or officer 4 of the Company of that certain Indemnification Agreement dated June 18, 2007 between Executive and the CompanyLetter Agreement; (vvi) Claims based on any Executive’s rights to the vested or unvested Equity Awards or to other vested Company equity securities, including all such rights as set forth in the applicable equity agreements and stock plan(s); (vii) Executive’s right Executive may have to enforce the Company’s executory obligations under the Interim Employment Agreementfile an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Change of Control Agreement Equal Employment Opportunity Commission, or agreements related other similar federal or state administrative agencies; (viii) Executive’s rights to stock awards granted vested benefits, such as pension or retirement benefits, the rights to Executive which are governed by the Companyterms of the applicable plan documents and award agreements; (ix) Any rights and claims that may arise after Executive executes this Release; and (vix) Claims Any rights that cannot be released as a matter of applicable law, but only to the extent such rights may not be released under such applicable law. Further, this Release does not prevent Executive may have from reporting possible violations of federal law or regulation to vested any United States governmental agency or earned compensation entity in accordance with the provisions of and benefitsrules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, or from receiving an award for information provided to any such government agencies. (b) EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542Executive acknowledges and agrees that the Company and the Company Releasees have fully satisfied any and all obligations owed to Executive arising out of or relating to Executive’s employment with or service to the Company or any of the Company Releasees, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTIONand that, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDERother than as expressly provided in the Agreement, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECTno further sums, payments, wages or benefits are owed to Executive by the Company or any of the Company Releasees in respect of such service. (c) Executive acknowledges that this Release was presented to her on the date indicated above and that Executive is entitled to have twenty-one (21) days’ time in which to consider it, and that any changes to this Release made after the date hereof, whether material or immaterial, shall not start another twenty-one (21) day consideration period. Executive further acknowledges that the Company has advised her that she is waiving her rights under the ADEA, and that Executive should consult with an attorney of her choice before signing this Release, and Executive has had sufficient time to consider the terms of this Release. Executive represents and acknowledges that if Executive executes this Release before twenty-one (21) days have elapsed, Executive does so knowingly, voluntarily, and upon the advice and with the approval of Executive’s legal counsel (if any), and that Executive voluntarily waives any remaining consideration period. (d) Executive understands that after executing this Release, Executive has the right to revoke it within seven (7) business days after her execution of it. Executive understands that this Release will not become effective and enforceable unless the seven (7) business day revocation period passes and Executive does not revoke the Release in writing. Executive understands that this Release may not be revoked after the seven (7) business day revocation period has passed. Executive also understands that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7) business day period. (e) Executive understands that this Release shall become effective, irrevocable, and binding upon Executive on the day following the seventh (7th) business day from the date upon which Executive signs this Release, so long as Executive has not revoked it within the time period and in the manner specified in clause (c) above. Executive further understands that Executive will not be given any severance benefits under the Agreement unless this Release becomes effective pursuant to its terms.

General Release of Claims by Executive. (a) Except for compliance with provisions of the Employment Agreement which would be applicable in the event of a "Termination Without Cause" including without limitation Section 1, the definition of "Final Termination," Sections 3.8, 3.9, 6.2, 6.3, 7, 9, 10.2, 10.3, 10.5, 10.6, 10.7 and 10.8, (a) Executive, on behalf of himself and his executorsfor Executive, Executive's spouse, heirs, beneficiaries, devisees, executors, administrators, representatives attorneys, personal representatives, successors and assigns, hereby agrees forever releases, discharges, and covenants not to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, sue Nutrition or its affiliates, related, and/or subsidiary entities, and all or any of their past and present investors, Nutrition's or its affilixxxs directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representativesrepresentatives of such entities and persons, and the employee benefit plans in which Executive is or has been a participant by virtue of his Executive's employment with the Company (collectively, the “Company Releasees”)Nutrition or its affiliates, from any and in whole or in part, all claimsclaims (as such term is defined in 11 U.S.C. ss. 101), debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ attorney's fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”)unsuspected, which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the Termination Date, arising directly or indirectly out of, relating including but not limited to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, whistle-blowing or liability in tort, and claims of any kind that may be brought in any court or administrative agency includingagency, without limitation, any claims arising under Title VII of the Civil Rights Act of 1964, as amended, 42 USC Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 USC Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 USC Section 621, et seq.; the Equal Pay Americans with Disabilities Act, as amendedthe Fair Labor Standards Act, 29 USC Section 206(d); regulations of the Office of Federal Contract ComplianceEmployee Retirement Income Security Act, 41 CFR Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; The Executive Retirement Income Security Utah Anti-Discrimination Act, and similar state or local statutes, ordinances, and regulations, PROVIDED, HOWEVER, notwithstanding anything to the contrary set forth herein, that this General Release shall not extend to (w) benefit claims under employee pension benefit plans in which Executive is a participant by virtue of his employment with Nutrition or its affiliates, including without limitation the Retirement Agreement or to benefit claims under employee welfare benefit plans for occurrences (e.g. medical care, death, or onset of disability) arising after the execution of this Agreement by Executive, (x) Executive's right to exercise "Options" as amendeddescribed in Section 2(b) hereof (y) any obligation assumed under this Agreement by any party hereto and (z) any existing indemnification provided Executive in his capacity as a director, 29 U.S.C. § 1001 et seq.; officer and the California Fair Employment and Housing Act, California Government Code Section 12940, et seq. Notwithstanding the generality of the foregoing, Executive does not release the following claims: employee UNDER (i) Claims for unemployment compensation or any state disability insurance benefits pursuant Nutrition's organizational documents, including its By-Laws, to the extent permitted under terms of applicable state law; such indemnification provisions, (ii) Claims for workers’ compensation insurance benefits Nutrition's D&O policy to the extent permitted under the terms of any worker’s compensation insurance such policy or fund of the Company; and (iii) Claims to continued participation in the Company’s group medical, dental, vision, and life insurance benefit plans pursuant to the terms and conditions of the federal law known as COBRA; (iv) Claims for indemnity under the bylaws of the Company, as provided for by Delaware law or under any applicable insurance policy with respect to Executive’s liability as an employee or officer of the Company of that certain Indemnification Agreement dated June 18, 2007 between Executive and the Company; (v) Claims based on any right Executive may have to enforce the Company’s executory Nutrition's obligations under the Interim Employment Agreement, the Change of Control Agreement or agreements related to stock awards granted to Executive by the Company; and (vi) Claims Executive may have to vested or earned compensation and benefitsSection 2(d). (b) EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

General Release of Claims by Executive. As a material inducement to Company to enter into this Agreement, Executive, for himself and his heirs, executors, legal representatives and assigns, as a knowing and voluntary act, hereby forever releases and discharges Company and Company's current, former and future officers, directors, shareholders, employees, trustees, agents, insurers, attorneys, predecessors, successors, affiliates, related companies, parent companies, subsidiaries, divisions and assigns and all persons acting by, through, under or in concert with any of these (athe Company and all of the foregoing persons and entities are hereinafter referred to separately and collectively, as the "Releasees") from, and covenants not to xxx the Releasees; as follows: a. Executive, on behalf of himself and himself, his heirs, executors, heirs, administrators, representatives legal representatives, and assigns, hereby agrees to release releases and forever discharge discharges the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his employment with the Company (collectively, the “Company Releasees”), Releasees from any and all claims, debtscomplaints, allegations, demands, actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, rightsextends, and executions or causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability action of every any kind and character whatsoever (including attorneys’ fees and costs)whatsoever, whether at law, admiralty, or in law equity, direct or equityindirect, known or unknown, asserted in tort, contract, by statute or unassertedany other basis for relief, suspected compensatory, punitive, liquidated or unsuspected other damages, expenses (collectively, “Claims”including attorneys' fees), reimbursements or costs of any kinds ("Claims") which Executive has he ever had, now has, or hereafter can, shall or may have had or assert against such entities based on Releasees, for any events matter, cause or circumstances arising or occurring thing which may have occurred on or prior to before the date hereof or on or prior to of the Termination Dateexecution of this General Release. b. This General Release specifically includes, arising directly or indirectly out of, relating but is not limited to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including : (i) any and all claims arising under federal, state, or local laws relating to employment, Claims for wages and benefits (including without limitation claims of salary, stock, commissions, bonuses, severance pay, health and welfare benefits, vacation pay and any other fringe-type benefits), provided, however, that nothing herein shall affect Executive's vested rights in any 401K plan maintained by the Company; (ii) any and all Claims for wrongful discharge, breach of contract (whether written or oral, express or implied) including but not limited to promissory or equitable estoppel and implied contractcovenants of good faith and fair dealing; (iii) any and all Claims for alleged employment discrimination, fraudharassment or retaliation on the basis of age, misrepresentationrace, defamationcolor, religion, sex (including sexual harassment), sexual orientation, pregnancy, ancestry, national origin, veteran status, disability, handicap and/ or liability any other protected basis, in tort, and claims violation of any kind that may be brought in any court federal, state or administrative agency includinglocal statute, without limitationordinance, judicial precedent or executive order, including but not limited to claims for discrimination under the following statutes: Title VII of the Civil Rights Act of 1964, as amended, 42 USC Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 18661966, and the Civil Rights Act of 1991; 42 USC Section 1981, et seq.; the New York Human Rights Law, as amended, the New York Equal Rights Law, the Family and Medical Leave Act, the Immigration Reform and Control Act, the Age Discrimination in Employment Act, as amended, 29 USC Section 621the Older Workers Benefit Protection Act, et seq.; the Equal Pay ActRehabilitation Act of 1973, as amended, 29 USC Section 206(d); regulations the Rehabilitation Act of the Office of Federal Contract Compliance, 41 CFR Section 60, et seq.; the Family and Medical Leave Act1973, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; The Executive Retirement Income Security Americans with Disabilities Act, as amendedthe New York Rights of Persons with Disabilities Law, 29 U.S.C. § 1001 et seq.; the New York Nondiscrimination Against Genetic Disorders Law, the Equal Pay Act and the California Fair Employment and Housing Act, California Government Code Section 12940, et seq. Notwithstanding the generality of the foregoing, Executive does not release the following claims: (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (iii) Claims to continued participation in the Company’s group medical, dental, vision, and life insurance benefit plans pursuant to the terms and conditions of the federal law known as COBRANew York Equal Pay Law; (iv) any and all Claims for indemnity under the bylaws of the Company, as provided for by Delaware law or under any applicable insurance policy with respect federal or state statute relating to Executive’s liability as an employee or officer Executive benefits, including but not limited to the Executive Retirement Income Security Act of the Company of that certain Indemnification Agreement dated June 18, 2007 between Executive and the Company1974; (v) any and all Claims based on in tort (including but not limited to any right Executive may have to enforce the Company’s executory obligations under the Interim Employment AgreementClaims for misrepresentation, the Change defamation, interference with contract or prospective economic advantage, intentional infliction of Control Agreement emotional distress and negligence); (vi) any and all Claims for additional compensation or agreements related to stock awards granted to Executive by the Companydamages of any kind; (vii) any and all Claims for retaliation or retaliatory discharge; and (viviii) any and all Claims Executive may have to vested or earned compensation for attorney's fees and benefitscosts. (b) EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542c. This General Release extends to all of the aforementioned Claims and potential Claims which arose on or before the date of this Agreement, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTIONincluding pre- and post-employment causes of action, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDERwhether now known or unknown, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECTsuspected or unsuspected, matured or unmatured, and this constitutes an essential term of this Agreement. This General Release does not extend to claims which arise after the Effective Date. d. Notwithstanding anything to the contrary contained herein, this General Release shall not affect Executive's right to indemnification from the Company pursuant to the Company's Certificate of Incorporation and By-laws.