Common use of General Release of Claims Clause in Contracts

General Release of Claims. Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.

General Release of Claims. Executive(a) In exchange for good and valuable consideration, for the sufficiency and on behalf receipt of Executive and Executive’s heirswhich is hereby acknowledged by Employee, executorsEmployee hereby releases, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release discharges and forever discharge acquits the Company and all of its past and present Company, NuDevco, their respective parents, subsidiaries, subsidiaries and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans), in their respective subsidiariespersonal and representative capacities (collectively, affiliates, estates, predecessors, successors, and assigns (eachthe “Company Parties” or any one, individually, a “Releasee,” collectively referred to as the “ReleaseesCompany Party”) ), from liability for, and Employee hereby waives, any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands demands, or liabilities causes of every action of any kind whatsoever, in law that Employee has or in equitycould have, whether known or unknown, suspected against any Company Party, including any and all claims, damages, demands, or unsuspected (collectivelycauses of action relating to his employment, “Claims”) which Executive engagement or Executiveaffiliation with any Company Party, the termination of such employment, engagement or affiliation, Employee’s heirsstatus as a shareholder of a Company Party, executorsor any other acts or omissions related to any matter occurring or existing on or prior to the date that Employee executes this Agreement, administratorsincluding, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the any alleged violation through such date Executive executes this Agreement with respect to of: (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, ; (B) the Civil Rights Act of 1991; (C) Sections 1981 through 1988 of Title 42 of the United States Code; (D) the Americans with Disabilities Act of 1990, ; (E) the Employee Retirement Income Security Act of 1974, each as amended 1974 (“ERISA”); (F) the Immigration Reform Control Act; (G) the Americans with Disabilities Act of 1990; (H) the Occupational Safety and including each Health Act; (I) the Xxxxxxxx-Xxxxx Act of their respective implementing regulations and/or 2002; (J) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (K) any other federal, state, municipal or local anti-discrimination or foreign anti-retaliation law, including the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (L) any federal, state, municipal or local wage and hour law; (M) any other local, municipal, state, or federal law, regulation or ordinance; and (N) any public policy, contract, tort, or common law (statutoryclaim, regulatory including claims for breach of fiduciary duty, fraud, breach of implied or otherwise) that may be legally waived express contract, breach of implied covenant of good faith and releasedfair dealing, wrongful discharge or termination, promissory estoppel, infliction of emotional distress, or tortious interference; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits or claims Employee may have under any employment contract (including the Employment Agreement), incentive compensation plan (including the LTIP and any award agreement thereunder), equity-based plan, or other agreement with any Company Party; (iv) any claim, whether direct or derivative, arising from, or relating to, Employee's status as a member or holder of any interests in the Company, the Parent, or any of their subsidiaries; and (v) any claim for compensation, benefits, or damages of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) The Released Claims do not include any claims arising out of or relating this Agreement, to the termination Separation Payment, for reimbursement of Executiveproperly incurred expenses that are outstanding as of the date Employee signs this Agreement or are properly incurred after the date Employee signs this Agreement, or any rights or claims that first arise after Employee’s employmentexecution of this Agreement. Further, in no event shall the Released Claims include any right of Employee to indemnification under the Employment Agreement, the Company’s by-laws and amended and restated certificate of incorporation, or the Indemnification Agreement between Employee and the Company dated August 1, 2014 (the “Indemnification Agreement”). The Company expressly reaffirms its obligation to indemnify Employee following the Separation Date to the extent required by these instruments. (c) In no event shall the Released Claims include any claim to vested benefits under an employee benefit plan of the Company that is subject to ERISA (including any rights to vested benefits under health and retirement plans). Further notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Safety and Health Administration, Securities and Exchange Commission, or other federal, state or local governmental agency or commission (collectively “Governmental Agencies”) or participating in any investigation or proceeding conducted by any Governmental Agencies or communicating or cooperating with such an agency; however, Employee understands and agrees that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief from any Company Party as a result of such Governmental Agency proceeding or subsequent legal actions. Nothing herein waives Employee’s right to receive an award for information provided to a Governmental Agency. (d) Employee hereby represents and warrants that, as of the time Employee executes this Agreement, Employee has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any government agency or arbitrator for or with respect to a matter, claim or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Employee signs this Agreement. Employee hereby further represents and warrants that Employee has not: (i) assigned, sold, delivered, transferred or conveyed any rights Employee has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claims; or (iiiii) arising under assisted or relating advised any employee, officer or agent of any Company Party with respect to his or her pursuit or evaluation of any claim or cause of action against a Company Party. (e) Employee represents that he has not engaged in any breach of fiduciary duty, breach of any duty of loyalty or disclosure, breach of contract, fraudulent activity, tortious activity, or illegal activity, in each instance: (i) towards or with respect to the Company or its subsidiaries; or (ii) with respect to any policyaction or omission undertaken (or that was failed to be undertaken) in the course of his employment or engagement with the Company or its subsidiaries. In express reliance on Employee’s representations set forth herein, agreementincluding those in the previous sentence, understanding the Company, for itself and its subsidiaries, hereby releases, discharges and forever acquits Employee (including all immediate family members) from liability for, and waives, any and all claims, damages, demands, or promise, written or oral, formal or informal, between causes of action of any kind that the Company or any of its subsidiaries has or could have, whether known or unknown, against Employee, including any and all claims, damages, demand, or causes of action relating to Employee’s employment, engagement or affiliation with any Company Party, the termination of his employment, engagement or affiliation, his status as a shareholder of a Company Party, or any other Releasee and Executiveacts or omissions related to any matter occurring or existing on or prior to Employee’s execution of this Agreement. For the avoidance of doubt, the claims released in the previous sentence do not include any claims arising out of this Agreement or any rights or claims that first arise after Employee’s execution of this Agreement.

General Release of Claims. Executive, for and on behalf of (a) Executive and Executive’s his heirs, executors, administratorspersonal representatives, successors and assigns, hereby voluntarilyforever release, knowingly remise and willingly release and forever discharge the Company Corporation and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariespast, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, estates, predecessors, successors, successors and assigns (each, individually, a “Releasee,” collectively referred to referenced herein as the “Releasees”) from any and all rights, claims, chargesclaims for relief, actionsdemands, actions and causes of actionaction of any kind or description whatsoever, complaintsknown or unknown, sums whether arising out of moneycontract, suitstort, debtsstatute, covenants, contracts, promises, obligations, damages, demands treaty or liabilities of every kind whatsoeverotherwise, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirsnow has, executors, administrators, successors or assigns ever has had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: the Releasees (i) arising from the beginning of time up to through the date upon which Executive executes signs this Agreement with respect to Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (A) any such Claims relating in any way to Executive’s employment relationship with service as an officer, director or employee, as the Company or any other Releaseecase may be, of the Corporation and its subsidiaries and affiliates, (B) any such Claims arising transaction prior to the date upon which Executive signs this Agreement and all effects, consequences, losses and damages relating thereto, (C) all cash incentive awards, and all equity or equity-based awards granted, or promised to be granted, by the Corporation to Executive and (D) Executive’s termination of employment with the Corporation under the common law or any federal, local federal or state statute or regulationstatute, including, without limitationbut not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991, as amended; The Equal Pay Act; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended; The Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended by the (“ADEA”); The Older Workers Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security as amended; The Workers Adjustment and Retraining Notification Act, as amended; The Occupational Safety and Health Act, as amended; The Fair Labor Standards Act of 19741938; Section 409A of the Internal Revenue Code of 1986, each as amended and including each of their respective implementing regulations and/or (the “Code”); any other federal, statestate or local civil or human rights law or any other local, local state or foreign law federal law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. (statutoryb) Notwithstanding the foregoing, regulatory nothing in this Agreement will release or otherwisewaive any rights or claims Executive may have: (i) that may be legally waived and releasedunder this Agreement or to the Severance Benefits; (ii) for indemnification under any written indemnification agreement by and between Executive and the Corporation and/or under applicable law or the Corporation’s charter or bylaws; (iii) under any applicable insurance coverage(s) (including, without limitation, COBRA rights); (iv) with respect to any accrued and vested benefits under any tax-qualified retirement plans of the Corporation; (v) with respect to any claims that cannot be waived by operation of law; (vi) with respect to any claims which may arise after Executive signs this Agreement; or (vii) with respect to Executive’s right to challenge the validity of the release under the ADEA. (c) Additionally, while Executive acknowledges and understands that by this Agreement he foregoes, among other things, any and all past and present rights to recover money damages or personal relief arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to employment with the Corporation, the Parties agree that this Agreement shall not preclude Executive from filing any policycharge with the Equal Employment Opportunity Commission, agreementthe National Labor Relations Board, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivegovernmental agency or from any way participating in any investigation, hearing, or proceeding of any government agency.

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Executive hereby generally, irrevocably and on behalf unconditionally releases and forever discharges and covenants not to sxx the Company, all of Executive and Executive’s heirsits affiliated entities, executors, administrators, all of its successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective memberscurrent and/or former employees, officers, members, managers, shareholders, owners, directors, stockholderstrustees, partners, employeesrepresentatives, agents, representatives and attorneys, employee benefit plans and each of their respective subsidiaries, affiliates, estates, predecessors, successorsfiduciaries and administrators, and assigns all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (eachcollectively, individuallyincluding without limitation the Company, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from any and all rights, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesliabilities, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys’ fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason that exist as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationRelease Agreement, including, without limitationbut not limited to: (a) any claims based upon, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to in any manner connected with Executive’s employment with or service for the termination Company, or the separation of Executive’s employmentemployment with or service for the Company; (b) all claims arising under the Age Act; (c) all claims arising under all other federal, state and local laws; (d) all claims based on contract, tort, common law or other theories of recovery; and (e) all claims based upon, arising out of or in any manner connected with any acts, events or omissions occurring on or before the date Executive signs this Release Agreement; provided, however, Executive and the Company acknowledge and agree that the foregoing release/covenant not to sxx does not release or affect (i) any rights Executive may have with respect to any vested benefits under any employer benefit plans or programs of the Company, (ii) any of Executive’s rights to severance compensation under Section ___ of the Employment Agreement, (iii) arising under any claim for Base Salary (as defined in the Employment Agreement) earned by Executive prior to the employment termination date, or (iv) any claims for reimbursement of business expenses incurred prior to the employment termination date. Executive has been advised by the Company that this Release Agreement does not prohibit Executive from filing an administrative charge of discrimination with a governmental agency such as the United States Equal Employment Opportunity Commission (“EEOC”) relating to his employment with any policyof the Released Parties; provided, agreementhowever, understanding or promiseExecutive waives and releases, written or oralto the fullest extent permitted by law, formal or informal, between the Company any and all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. Should the EEOC, any other Releasee administrative agency or other person bring a complaint, charge or legal action on Executive’s behalf against any of the Released Parties based on any acts, events or omissions occurring on or before the date Executive signs this Release Agreement, Executive hereby waives any rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency or person.

General Release of Claims. Executive(a) For and valuable consideration, for the receipt and sufficiency of which are hereby acknowledged, each of the Parties, on behalf of Executive himself or itself and Executiveanyone purporting to claim for or on behalf of him or it (each, a “Releasing Party”) hereby forever releases, discharges and acquits each other Party and each of such other Party’s heirspresent and former subsidiaries and other Affiliates, executorsand each of the foregoing entities’ respective past, administrators, successors present and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, future subsidiaries, and affiliatesAffiliates, each of their respective stockholders, members, partners, directors, officers, directors, stockholders, partnersmanagers, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estatesheirs, predecessors, successorssuccessors and representatives in their personal and representative capacities, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and well as all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have employee benefit plans maintained by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releaseeof its affiliates, and all fiduciaries and administrators of any such plans, in their personal and representative capacities (Bcollectively, the “Released Parties”), from liability for, and each Releasing Party hereby waives, any and all claims, damages, or causes of action of any kind related to the Company, Director’s service on the Board, and any other acts or omissions related to any matter on or prior to the time that each Releasing Party executes this Agreement, whether arising under federal or state laws or the laws of any other jurisdiction, including (i) any alleged violation through such Claims arising under date of any federalstatute, local or state statute or regulation, including, without limitationincluding the Xxxxxxxx-Xxxxx Act of 2002, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or or any other federallocal, statestate or federal law, local regulation, ordinance or foreign law (statutory, regulatory orders which may have afforded any legal or otherwise) that may be legally waived and releasedequitable causes of action of any nature; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) any claim arising under or relating to any public policy, agreementcontract, understanding tort, or promisecommon law, written including any such law or oralclaim relating to defamation, formal emotional distress, wrongful termination, tortious interference with contract or informalbusiness relationships, between breach of any covenant of good faith or fair dealing, fraud or misrepresentation of any kind; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iv) any and all rights, benefits, or claims any Releasing Party may have under any incentive or compensation plan or agreement or under any other benefit plan, program or practice; and (v) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the Company “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, each Releasing Party is simply agreeing that, in exchange for any consideration received by each Releasing Party pursuant to this Agreement, any and all potential claims of this nature that each Releasing Party may have against any of the Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. (b) In no event shall the Released Claims include any claim that arises after each Releasing Party signs this Agreement or any claim to vested benefits under an employee benefit plan that is subject to ERISA. Further notwithstanding this release of liability, nothing in this Agreement prevents Director from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”), the Securities and Exchange Commission (“SEC”) or other Releasee governmental agency (collectively, “Governmental Agencies”) or participating in any investigation or proceeding conducted by the EEOC, the SEC, or other Governmental Agency or cooperating with such an agency or providing documents or other information to a Governmental Agency; however, Director understands and Executiveagrees that, to the extent permitted by law, Director is waiving any and all rights to recover any monetary or personal relief from any Released Party as a result of such EEOC, SEC or other Governmental Agency proceeding or subsequent legal actions. Further notwithstanding this release of liability, nothing in this Agreement limits Director’s right to receive an award for information provided to a Governmental Agency. (c) Director hereby represents and warrants that, as of the time he executes this Agreement, he has not brought or joined any lawsuit or filed any charge or claim against any of the Released Parties in any court or before any government agency or arbitrator for or with respect to a matter, claim or incident that occurred or arose out of one or more occurrences that took place on or prior to the time that Director signs this Agreement. Director further represents and warrants that Director has not assigned, sold, delivered, transferred or conveyed any rights Director has asserted or may have against any of the Released Parties to any person or entity, in each case, with respect to any Released Claims. The Company hereby represents and warrants that, as of the time it executes this Agreement, it has not brought or joined any lawsuit or filed any charge or claim against Director in any court or before any government agency or arbitrator for or with respect to a matter, claim or incident that occurred or arose out of one or more occurrences that took place on or prior to the time that it signs this Agreement. The Company further represents and warrants that it has not assigned, sold, delivered, transferred or conveyed any rights it has asserted or may have against Director to any person or entity, in each case, with respect to any Released Claims.

General Release of Claims. Executive3.1 Except for the obligations arising out of this Agreement and any claims that cannot be waived as a matter of law, in consideration of this Agreement and the other good and valuable consideration provided to Employee pursuant hereto, Employee, for Employee and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company each and all of its past and present Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, subsidiariesspouses, companies and affiliates (all referred to as the “Employee Releasors”) hereby irrevocably and unconditionally releases, and affiliatesfully and forever discharges and absolves Company, its parents, subsidiaries and affiliates (“Advantage Companies”) and each of their respective memberspartners, officers, directors, stockholdersmanagers, partnersshareholders, members, agents, employees, agentsheirs, representatives and divisions, attorneys, and each of their respective subsidiariestrustees, affiliatesadministrators, estatesexecutors, representatives, predecessors, successors, assigns, related organizations and assigns related employee benefit plans (eachcollectively, individually, a “Releasee,” collectively referred to as the “Company Releasees”) ), of, from and for any and all rights, claims, charges, actionsrights, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligationsdemands, damages, demands or rights, remedies and liabilities of every whatsoever kind whatsoeveror character, in law or in equity, whether known or unknown, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive past, present, or Executive’s heirsfuture, executors, administrators, successors or assigns that the Employee Releasors have ever had, may now has have, or may hereafter claim later assert against the Company Releasees whether or not arising out of or related to have Employee’s employment with Company or the termination of Employee’s employment by reason of any matterCompany (hereinafter referred to as “Employee’s Released Claims”), cause or thing whatsoever: (i) arising from the beginning of time up to and including the date Executive executes this Agreement with respect to (A) Effective Date, including without limitation, any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releaseeclaims, debts, obligations, and (B) causes of action of any such Claims kind arising under any (i) contract including but not limited to the Employment Agreement and any bonus or other compensation plan, (ii) any common law (including but not limited to any tort claims) or (iii) any federal, state or local or state statute or regulation, statutory law including, without limitation, any law which prohibits discrimination or harassment on the Age Discrimination in Employment Act basis of 1967sex, as amended by the Older Workers Benefit Protection Actrace, national origin, veteran status, age, immigration or marital status, sexual orientation, disability, or on any other basis, including without limitation, those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974Act, each as amended any state or local wage and including each of their respective implementing regulations hour laws (to the fullest extent permitted by law), and/or any state or local laws which prohibit discrimination or harassment of any kind, including, without limitation, the California Family Rights Act and the California Fair Employment and Housing Act; provided, however, that Employee’s release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for workers’ compensation benefits and unemployment benefits. 3.2 Employee represents and warrants that Employee has brought no complaint, claim, charge, action or proceeding against any of the Advantage Companies in any jurisdiction or forum, nor will Employee, from the Effective Date forward, encourage any other federalperson or persons in doing so. Employee covenants and agrees never to pursue any judicial proceedings against the Company Releasees asserting any of the Employee’s Released Claims and (notwithstanding the above representation and warranty) to dismiss forthwith any such proceedings initiated to date. Employee shall not bring any complaint, stateclaim, charge, action or proceeding to challenge the validity of this Agreement or encourage any other person or persons in doing so. Notwithstanding the foregoing, nothing herein shall prevent Employee from filing or from cooperating in any charge filed with a governmental agency; however, Employee acknowledges and agrees that Employee waiving the right to any monetary recovery should any agency (such as the Equal Opportunity Commission or any similar state or local or foreign law (statutoryagency) pursue any claim for Employee’s benefit. Further, regulatory or otherwise) that may be legally waived and released; (ii) nothing herein shall prevent Employee from challenging the validity of the release of Employee’s claims, if any, under the Age Discrimination in Employment Act. 3.3 Except with respect to a breach of obligations arising out of or relating this Agreement, if any, and to the termination fullest extent permitted by law, execution of Executivethis Agreement by the parties operates as a complete bar and defense against any and all of Employee’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and ExecutiveReleased Claims.

General Release of Claims. Executive(a) For good and valuable consideration, for including Employee’s receipt of the consideration described in Sections 2 or 3 of the Resignation Agreement (and on behalf of Executive any portion thereof), Employee hereby forever releases, discharges and Executive’s heirsacquits the Company, executorsNuDevco, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present their respective parents, subsidiaries, subsidiaries and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans), in their respective subsidiariespersonal and representative capacities (collectively, affiliates, estates, predecessors, successors, and assigns (eachthe “Confirming Release Company Parties” or any one, individually, a “Releasee,” collectively referred to as the “ReleaseesConfirming Release Company Party”) ), from liability for, and Employee hereby waives, any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands demands, or liabilities causes of every action of any kind whatsoever, in law that Employee has or in equitycould have, whether known or unknown, suspected against any Confirming Release Company Party, including any and all claims, damages, demands, or unsuspected (collectivelycauses of action relating to his employment, “Claims”) which Executive engagement or Executive’s heirsaffiliation with any Confirming Release Company Party, executorsthe termination of such employment, administratorsengagement or affiliation, successors or assigns ever had, now has or may hereafter claim to have by reason his status as a shareholder of any matterCompany Party, cause or thing whatsoever: any other acts or omissions related to any matter occurring or existing on or prior to the date that Employee executes this Confirming Release, including, (i) arising from the beginning of time up to the any alleged violation through such date Executive executes this Agreement with respect to of: (A) any such Claims relating in any way to Executive’s employment relationship with Title VII of the Company or any other Releasee, and Civil Rights Act of 1964; (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Civil Rights Act of 1991; (C) Sections 1981 through 1988 of Title 42 of the United States Code; (D) the Americans with Disabilities Act of 1990; (E) the Employee Retirement Income Security Act of 1974 (“ERISA”); (F) the Immigration Reform Control Act; (G) the Americans with Disabilities Act of 1990; (H) the Occupational Safety and Health Act; (I) the Age Discrimination in Employment Act of 1967, 1967 (including as amended by the Older Workers Benefit Protection Act, Title VII of ); (J) the Civil Rights Xxxxxxxx-Xxxxx Act of 1964, 2002; (K) the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended Xxxx-Xxxxx Xxxx Street Reform and including each of their respective implementing regulations and/or Consumer Protection Act; (L) any other federal, state, municipal or local anti-discrimination or foreign anti-retaliation law, including the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (N) any federal, state, municipal or local wage and hour law; (M) any other local, municipal, state, or federal law, regulation or ordinance; and (N) any public policy, contract, tort, or common law (statutoryclaim, regulatory including claims for breach of fiduciary duty, fraud, breach of implied or otherwise) that may be legally waived express contract, breach of implied covenant of good faith and releasedfair dealing, wrongful discharge or termination, promissory estoppel, infliction of emotional distress, or tortious interference; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Confirming Released Claim; (iii) any and all rights, benefits or claims Employee may have under any employment contract (including the Employment Agreement), incentive compensation plan (including the LTIP), equity-based plan, or other agreement with any Confirming Release Company Party; (iv) any claim, whether individual or derivative, arising from, or relating to, Employee's status as a member or holder of any interests in the Company, the Parent, or any of their subsidiaries; and (v) any claim for compensation, benefits, or damages of any kind not expressly set forth in this Agreement (collectively, the “Confirming Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE CONFIRMING RELEASE COMPANY PARTIES. (b) The Released Claims do not include any claims arising out of or relating this Agreement, to the termination Separation Payment, for reimbursement of Executiveproperly incurred expenses that are outstanding as of the date Employee signs this Agreement, or any rights or claims that first arise after Employee’s employmentexecution of this Agreement. Further, in no event shall the Released Claims include any right of Employee to indemnification under the Employment Agreement, the Company’s by-laws and amended and restated certificate of incorporation, or the Indemnification Agreement between Employee and the Company dated August 1, 2014 (“the Indemnification Agreement”). The Company expressly reaffirms its obligation to indemnify Employee following the Separation Date to the extent required by these instruments. (c) In no event shall the Confirming Released Claims include any claim to vested benefits under an employee benefit plan of the Company that is subject to ERISA (including any rights to vested benefits under health and retirement plans). Further notwithstanding this release of liability, nothing in this Confirming Release prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with a Governmental Agency or participating in any investigation or proceeding conducted by any Governmental Agencies or communicating or cooperating with such agency; however, Employee understands and agrees that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief from any Confirming Release Company Party as a result of such Governmental Agency proceeding or subsequent legal actions. Nothing herein waives Employee’s right to receive an award for information provided to a Governmental Agency. (d) Employee hereby represents and warrants that, as of the time Employee executes this Confirming Release, Employee has not brought or joined any lawsuit or filed any charge or claim against any of the Confirming Release Company Parties in any court or before any government agency or arbitrator for or with respect to a matter, claim or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Employee signs this Confirming Release. Employee hereby further represents and warrants that Employee has not: (i) assigned, sold, delivered, transferred or conveyed any rights Employee has asserted or may have against any of the Confirming Release Company Parties to any person or entity, in each case, with respect to any Confirming Released Claims; or (iiiii) arising under assisted or relating advised any employee, officer or agent of any Confirming Release Company Party with respect to his or her pursuit or evaluation of any policy, agreement, understanding claim or promise, written or oral, formal or informal, between the cause of action against a Confirming Release Company or any other Releasee and ExecutiveParty.

General Release of Claims. Executive, for and on behalf of Executive and Executive’s himself, his spouse, descendants, dependents, heirs, executors, administrators, successors conservators, successors, and assignsassigns (collectively referred to as “Releasing Parties”) knowingly, hereby voluntarily, knowingly and willingly release irrevocably releases and forever discharge absolves and discharges, to the Company fullest extent permitted by law, Employer and all any of its past and present current, former, or future parents, affiliates, subsidiaries, divisions, or related entities, and affiliates, each any of their respective memberspast, present, or future Executives, officers, directors, stockholders, partnersshareholders, employeesmembers, owners, attorneys, agents, representatives and attorneysinsurers, and each of their respective subsidiariesrepresentatives, affiliatestrustees, estatesor administrators, predecessors, successors, and assigns assigns, (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) ), of and from any and all rights, claims, chargesdemands, liens, agreements, contracts, agreements, covenants, actions, suits, causes of action, complaintswages, sums of money, suitsobligations, debts, covenantsexpenses, contracts, promises, obligationsattorneys’ fees, damages, demands or judgments, orders and liabilities of every whatever kind whatsoeveror nature in law, in law or in equity, or otherwise, whether now known or unknown, asserted or unasserted, suspected or unsuspected unsuspected, and whether or not concealed or hidden, which Executive now owns or holds or has at any time before owned or held as against any Released Parties based on actions or events that occurred prior to the Effective Date of this Agreement (collectively, collectively the “Claims”) which Executive or Executive’s heirsincluding, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason without any limitation: 3.1. any and all Claims for violation of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local state, local, or state statute municipal law, regulation, ordinance, constitution, or regulationcommon law relating to employment, conditions of employment (including wage and hour laws), compensation and employment discrimination, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Actbut not limited to, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities ; The Civil Rights Act of 1990, the Employee 1991; The Executive Retirement Income Security Act of 1974; The Americans With Disabilities Act of 1990; The Age Discrimination in Employment Act of 1967; the Older Worker Benefit Protection Act; The Workers Adjustment and Retraining Notification Act; The Occupational Safety and Health Act; The Fair Labor Standards Act; The Family and Medical Leave Act; The California Family Rights Act, as amended; The California Fair Employment and Housing Act; The California Business and Professions Code, and the California Labor Code, including all amendments to each as amended such law, regulation, ordinance, constitution, or common law; 3.2. any and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or all Claims relating to or arising from Executive’s employment relationship with the Employer and the termination of Executive’s that relationship; 3.3. any and all Claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or (iii) arising under intentional infliction of emotional distress; negligent or relating to intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; physical injury; assault; battery; invasion of privacy; false imprisonment; and conversion; 3.4. any policyand all Claims for attorneys’ fees, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee costs and Executivepenalties.

General Release of Claims. ExecutiveIn consideration of the benefits described in Sections 6(a)-(e) of the Amendment (the “Expiration Benefits”), for which you acknowledge are not otherwise owed to you, you understand and agree that you are knowingly and voluntarily releasing, waiving and forever discharging, to the fullest extent permitted by law, on your own behalf and on behalf of Executive and Executive’s your agents, assignees, attorneys, heirs, executors, administrators, successors administrators and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns anyone else claiming by or through you (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleasors”) ), the Company, and its affiliates, subsidiaries and members, predecessors, successors or assigns, and any of its or their past or present parents, affiliates, subsidiaries and members, predecessors, successors or assigns; and any of its or their past or present shareholders; and any of its or their past or present directors, executives, members, officers, insurers, attorneys, employees, consultants, agents, both individually and in their business capacities, and employee benefits plans and trustees, fiduciaries, and administrators of those plans (collectively referred to as the “Released Parties”), of and from any and all rightsclaims under local, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands state or liabilities of every kind whatsoever, in law or in equityfederal law, whether known or unknown, suspected asserted and unasserted, that you and/or the other Releasors have or unsuspected may have against Released Parties as of the day you sign this Release Agreement, including but not limited to all matters relating to or in any way arising out of any aspect of your employment with the Company, separation from employment with the Company, or your treatment by the Company while in the Company’s employ, all claims under any applicable law, and all other claims, charges, complaints, liens, demands, causes of action, obligations, damages (collectivelyincluding punitive or exemplary damages), liabilities or the like (including without limitation attorneys’ fees and costs) (collectively “Claims”), including but not limited to all Claims for: (a) which Executive salary and other wages, including, but not limited to, overtime if applicable, incentive compensation and other bonuses, severance pay, paid time off, or Executive’s heirsany benefits under the Employee Retirement Income Security Act of 1974, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company as amended or any other Releaseeapplicable local, and state or federal law; (Bb) discrimination, harassment or retaliation based upon race, color, national origin, ancestry, religion, marital status, sex, sexual orientation, citizenship status, pregnancy or any such Claims arising under pregnancy related disability, family status, leave of absence (including but not limited to the Family Medical Leave Act or any other federal, state or local or state statute or regulationleave laws), including, without limitation, the Age Discrimination in Employment handicap (including but not limited to The Rehabilitation Act of 19671973), as amended medical condition or disability, or any other characteristic covered by the Older Workers Benefit Protection Act, law under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, as amended, Sections 1981 through 1988 of the Civil Rights Act of 19901866, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, or local law prohibiting discrimination in employment, the Worker Adjustment and Retraining Notification Act, or foreign any other federal, state or local law concerning plant shutdowns, mass layoffs, reductions in force or other business restructuring; (statutoryc) discrimination, regulatory harassment or otherwiseretaliation based upon age under the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act of 1990 and as further amended (the “ADEA”), or under any other federal, state, or local law prohibiting age discrimination; (d) breach of implied or express contract (whether written or oral), breach of promise, misrepresentation, fraud, estoppel, waiver or breach of any covenant of good faith and fair dealing, including without limitation breach of any express or implied covenants of any employment agreement that may be legally waived applicable to you; (e) defamation, negligence, infliction of emotional distress, violation of public policy, wrongful or constructive discharge, or any employment-related tort recognized under any applicable local, state, or federal law; (f) any violation of any of the Fair Employment Practices Act, Equal Rights Act; Civil Rights Act; Minimum Fair Wages Act; Equal Pay Act; or Payment of Wages Act; or any comparable federal, state or local law; (g) any violation of the Immigration Reform and releasedControl Act, or any comparable federal, state or local law; (h) any violation of the Fair Credit Reporting Act, or any comparable federal, state or local law; (i) any violation of the Family and Medical Leave Act; (j) any violation of the Virginia Human Rights Act, and any comparable federal, state or local law and any violation of any statute, regulation, or law of any country or nation; (k) costs, fees, or other expenses, including attorneys’ fees; and (l) any other claim, charge, complaint, lien, demand, cause of action, obligation, damages, liabilities or the like of any kind whatsoever, whether under U.S. law or the law of another nation, including, without limitation, any claim that this Release Agreement was induced or resulted from any fraud or misrepresentation by the Company. Excluded from the release set forth in this Section 1 are: (i) any Claims or rights to enforce benefits under the Amendment or this Release Agreement against the Company, (ii) Claims arising out of or relating to after the termination of Executive’s employment; or date you sign this Release Agreement, (iii) arising under claims for indemnification covered by Section 8 of the Employment Agreement, and (iv) any Claims that you cannot lawfully release. Notwithstanding anything to the contrary contained herein, including in Section 2 below, also excluded from the release set forth in this Section 1 is your right to file a charge with an administrative agency (including the Equal Employment Opportunity Commission and the National Labor Relations Board) or relating participate in any agency investigation. You are, however, to the extent allowed by law, waiving your right to recover money or other damages in connection with any policysuch charge or investigation. You are also, agreementto the extent allowed by law, understanding waiving your right to recover money in connection with a charge filed by any other individual or promiseby the Equal Employment Opportunity Commission, written or oral, formal or informal, between the Company National Labor Relations Board or any other Releasee federal, state or local agency. Furthermore, notwithstanding anything herein to the contrary, nothing in your Employment Agreement, this Release Agreement, or any other agreement between you and Executivethe Company shall (i) prohibit you from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Company of any reporting described in clause (i).

General Release of Claims. Executive(a) Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company. Employee, for on his/her own behalf, and on behalf of Executive and Executive’s his/her respective heirs, family members, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release fully and forever discharge releases the Company Company, the Subsidiaries and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, employees, investors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariesadministrators, affiliates, estatesdivisions, predecessors, successorspredecessor and successor corporations, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from ), from, any and all rightsclaim, claimsduty, charges, actions, causes obligation or cause of action, complaints, sums action relating to any matters of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equityany kind, whether presently known or unknown, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive that Employee may possess arising from any omissions, acts or Executive’s heirsfacts that have occurred up until and including the Effective Date of this Agreement including, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: without limitation: (i) any and all claims relating to or arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to ExecutiveEmployee’s employment relationship with the Company and the termination of that relationship, including, but not limited to, claims under the Offer Letter for additional compensation or severance of any other Releasee, and kind; (Bii) any such Claims and all claims relating to, or arising under any federalfrom, local Employee’s right to purchase, or state statute or regulationactual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (iii) any and all claims under the Age Discrimination law of any jurisdiction including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in Employment Act violation of 1967public policy; discrimination; breach of contract, as amended by the Older Workers Benefit Protection Actboth express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; (iv) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, each as amended The Worker Adjustment and including each Retraining Notification Act, Older Workers Benefit Protection Act; (v) any and all claims for violation of their respective implementing regulations and/or the federal, or any state, constitution; (vi) any and all claims arising out of any other federallaws and regulations relating to employment or employment discrimination; (vii) any claim for any loss, statecost, local damage, or foreign law expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and (statutoryviii) any and all claims for attorneys’ fees and costs. (b) The Company and Employee agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to (i) any rights to indemnification Employee may have under the Company’s bylaws or Certificate of Incorporation, regulatory or otherwise) that may be legally waived and released; pursuant to applicable law, (ii) arising out of or relating any obligations owed to the termination of Executive’s employment; Employee pursuant to this Agreement, or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between claims Employee may not release as a matter of law. (c) Employee acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement and shall entitle the Company immediately to recover the severance benefits provided to Employee under this Agreement. Employee shall also be responsible to the Company for all costs, attorneys’ fees and any and all damages incurred by the Company (i) enforcing the obligation, including the bringing of any legal proceeding to recover the monetary consideration, and (ii) defending against a claim or any other Releasee and Executivelegal proceeding brought or pursued by Employee in violation of this provision.

General Release of Claims. Executive, a. The Executive for himself and on behalf of Executive and Executive’s for his heirs, executors, administrators, and assigns (hereinafter referred to collectively as “Releasors”), forever releases and discharges the Company on behalf of any of its past or present parent entities, subsidiaries, divisions, affiliates and related business entities, assets, employee benefit plans or funds, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all any of its or their past and or present parents, subsidiaries, and affiliates, each of their respective membersdirectors, officers, directors, stockholders, partners, employeesfiduciaries, agents, representatives and attorneystrustees, and each of their respective subsidiariesadministrators, affiliates, estates, predecessors, successors, employees and assigns (each, individually, a “Releasee,” collectively referred to as the “ReleaseesMBIA Entities and Persons”) ), from any and all rights, claims, charges, actionsdemands, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or fees and liabilities of every any kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which the Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has has, or may hereafter claim to have against the MBIA Entities and Persons by reason of any matteractual or alleged act, cause omission, transaction, practice, conduct, statement, occurrence, or thing whatsoeverother matter arising out of the Executive’s employment, and/ or retirement from employment, up to and including the date on which the Executive signs this General Release. b. Without limiting the generality of the foregoing, this General Release is intended to and shall release the MBIA Entities and Persons from any and all claims, whether known or unknown, which Releasors ever had, now have, or may have against the MBIA Entities and Persons arising out of the Executive’s employment, and/or termination of that employment, including but not limited to any claim under: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, ; (ii) Title VII of the Civil Rights Act of 1964, Act; (iii) the Americans American with Disabilities Act of 1990Act; (iv) the New York State Human Rights Law; (v) the New York City Administrative Code; (vi) any claim under any other federal, state or local law (statutory or decisional), regulation or ordinance relating to and/or prohibiting employment discrimination, harassment and/or retaliation; (vii) any claim under the Employee Retirement Income Security Act (excluding claims for accrued, vested benefits under any employee benefit pension plan of 1974, each as amended the Company in accordance with the terms and including each conditions of their respective implementing regulations and/or such plan and applicable law); (viii) any claim under the Family and Medical Leave Act; (ix) any other claim (whether based on federal, state, or local law, statutory or foreign law (statutory, regulatory decisional) relating to or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment, the terms and conditions of such employment, the separation of such employment, including but not limited to breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (x) any claim for attorneys’ fees, costs, disbursements and/or the like. Nothing in this General Release shall be a waiver of claims that may (1) arise after the date on which the Executive signs this General Release, (2) are preserved by the Agreement, or (iii3) arising relate to the Executive’s rights as a shareholder of MBIA. c. Nothing in the provisions above shall be construed to prevent the Executive from filing a charge with, or participating in any investigation conducted by, a governmental agency. Nevertheless, the Executive acknowledges and agrees that by virtue of the foregoing, he has waived any relief available to him (including without limitation, monetary damages, equitable relief and reinstatement) under any of the claims and/or causes of action waived above. Therefore the Executive agrees that he will not accept any award or relating settlement from any source or proceeding (including but not limited to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or proceeding brought by any other Releasee and Executiveperson or by any government agency) with respect to any claim or right waived in this General Release.

General Release of Claims. (a) The Executive, for himself and on behalf of Executive and Executive’s his heirs, executors, administrators, successors administrators and assigns, if any, and anyone purporting to claim by or through the Executive, does hereby voluntarilywaive, knowingly and willingly release and forever discharge the Company and all of Company, its past and present parents, subsidiaries, predecessors, successors, assigns, employee benefit plans and affiliatestrusts, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneysif any, and each of their respective subsidiariespast, affiliatespresent and future managers, estatesmembers, predecessorsdirectors, successorsofficers, partners, agents, employees, attorneys, representatives, fiduciaries, plan sponsors, administrators and assigns trustees, if any, (eachhereinafter collectively “the Company Released Parties”), individually, a “Releasee,” collectively referred to as the “Releasees”) of and from any and all rights, claims, charges, actions, causes of action, complaintsclaims (including without limitation, sums any claim for wrongful discharge or breach of moneycontract and claims under the federal, state or local employment discrimination laws such as Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act and other similar laws) suits, demands, rights, damages, accounts, judgments, wages, commissions, executions, debts, covenants, contracts, promises, obligations, damagesattorneys’ fees, demands or costs and all other liabilities of every any kind or description whatsoever, in either at law or in equity, whether known or unknown, suspected or unsuspected (collectivelyand whether or not based on his employment or the termination of his employment, “Claims”) which that the Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have has had against any of the Company Released Parties for or by reason of any mattercause, cause matter or thing event whatsoever: (i) arising from , through the beginning of time up date the Executive signs this Agreement. Notwithstanding anything to the date Executive executes contrary set forth in this Agreement with respect Section, this Release shall not apply to claims relating to the validity or enforcement of this Agreement, claims that cannot be waived under applicable law (A) e.g., unemployment compensation claims), claims for any such Claims relating in accrued benefit under the terms of any way to Executive’s employment relationship with employee benefit plan within the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act meaning of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act maintained by the Company (except that it will apply to any severance benefits that otherwise might be payable outside of 1974this Agreement) or claims for indemnification or defense to which the Executive is entitled under the Certificate of Incorporation, each as amended and including each of their respective implementing regulations the Bylaws and/or any insurance policy of the Company or its subsidiaries. Nothing in this Agreement precludes the filing of an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) or the Executive’s ability to testify, assist or participate in an investigation, hearing or proceeding conducted by the EEOC, though the Executive shall not seek or accept any personal or monetary relief should he or any other federalperson, stateorganization or entity assert any such claim on his behalf. (b) Because the Executive is at least forty (40) years of age, local he has specific rights under the Older Workers Benefit Protection Act (“OWBPA”), which prohibits discrimination on the basis of age. It is the Company’s desire and intent to make certain the Executive fully understand the provisions and effect of this Agreement. To that end, the Executive is encouraged, and has been given the opportunity, to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, consistent with the provisions of the OWBPA, and as described in Section 13 of this Agreement, the Company is providing the Executive with twenty-one (21) days in which to consider and accept the terms of this Agreement and seven (7) days after he signs this Agreement to revoke it. (c) The Company does hereby waive, release and forever discharge the Executive, his heirs, executors, administrators and assigns, if any (the “Executive Released Parties”), of and from any and all actions, causes of action, claims, suits, demands, rights, damages, accounts, judgments, wages, commissions, executions, debts, obligations, attorneys’ fees, costs and all other liabilities of any kind or foreign description whatsoever, either at law (statutoryor in equity, regulatory whether known or otherwise) unknown, suspected or unsuspected, that may be legally waived and released; (ii) arising out the Company now has or has had against any of the Executive Released Parties for or by reason of any cause, matter or event whatsoever, through the date it signs this Agreement. Notwithstanding anything to the contrary set forth in this Section, this Release shall not apply to claims relating to the termination validity or enforcement of this Agreement, claims for reimbursement of amounts paid in indemnification, if it is finally determined by a court of competent jurisdiction that the Company’s indemnification of the Executive was improper and for claims under Section 16 of the Securities Exchange Act of 1934, as amended, or for claims under any xxxxxxx xxxxxxx law or to claims based on the Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executiveintentional acts.

General Release of Claims. Executive, for and on behalf (a) As a condition of Executive and Executive’s heirsreceipt of the Separation Benefits (and any portion thereof), executorsExecutive hereby acquits, administratorsreleases and forever discharges the Company, Holdings, Parent, their respective affiliates and each of the foregoing entities’ respective past and present owners, shareholders, partners, officers, managers, members, employees, directors, attorneys, affiliates, subsidiaries, parent companies, successors and assigns, hereby voluntarilyheirs, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiariesexecutors, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns administrators (each, individually, a “Releasee,” collectively hereinafter referred to collectively as the “ReleaseesCompany Parties”) of and from any and all rights, claims, charges, actions, actions and causes of action, complaints, sums of money, suits, debts, covenantsliabilities, contracts, promises, obligationsclaims, damages, and demands or liabilities of every kind whatsoever, whatsoever in law or in equity, whether known which Executive ever had, now has, or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executorsexecutors or administrators may have, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matteranything whatsoever, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims or relating in any way to Executive’s employment relationship with or the Company termination of Executive’s employment, or any other Releaseeact or omission related to any matter occurring or existing on or prior to the time that Executive signs this Agreement, whether known or unknown, including any claims which have been asserted, could have been asserted or could be asserted now or in the future. (b) Executive acknowledges and (Bagrees that the release of claims described in Section 4(a) includes any such Claims arising claims under any federal, state or local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, laws prohibiting employment discrimination (including (each as amended by the Older Workers Benefit Protection Act, may have been amended) Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act, the Virginia Human Rights Act, the Virginians with Disabilities Act of 1990Act, and the D.C. Human Rights Act); the Employee Retirement Income Security Act of 1974, each as amended and (“ERISA”); any common law, contract, or tort claims now or hereafter recognized (including each any claim for breach of their respective implementing regulations and/or contract (including any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) claim arising out of or relating to the termination CIC Severance Plan, except with respect to the payment of the Separation Benefits hereunder), wrongful discharge, emotional distress, wrongful termination, fraud or misrepresentation, or defamation); any public policy; and all claims for attorney’s fees and costs. (c) Executive acknowledges and agrees that in no event shall the release of claims described in Section 4(a) include any claim that first arises after Executive signs this Agreement, or any claim to vested benefits under an employee benefit plan that is subject to ERISA (including any rights to benefits under health plans and vested benefits under retirement plans or pension plans). Further, nothing in this Agreement prevents Executive from filing any non-legally waivable claim (including a challenge to the validity of the release of claims under the Age Discrimination in Employment Act of 1967, as amended), and nothing in this Agreement shall be construed to prohibit Executive from engaging in any activity protected by the Xxxxxxxx-Xxxxx Act, 18 U.S.C. § 1514A, or subject to Section 4(d) below, from filing any charge or claim with the federal Equal Employment Opportunity Commission (the “EEOC”) or any other governmental agency (including without limitation the Virginia Human Rights Commission) or participating in any investigation or proceeding conducted by the EEOC or other governmental agency or cooperating with such agency; however, Executive acknowledges and agrees that Executive is waiving any and all rights to recover any monetary or personal relief as a result of such EEOC or other governmental agency proceeding or subsequent legal actions. However, nothing herein waives Executive’s right to receive an award for information provided to a governmental agency. (d) Upon the receipt of reasonable notice from the Company (including outside counsel), Executive agrees that, following the Separation Date, Executive will respond and provide information with regard to matters about which Executive has knowledge as a result of Executive’s employment; employment with the Company, and Executive will provide reasonable assistance to the Company and the other Company Parties in defense of any claims that may be made against the Company or the other Company Parties and assist the Company and the other Company Parties in the prosecution of any claims that may be made by the Company or the other Company Parties, to the extent that such claims may relate to the period of Executive’s employment with the Company (iiicollectively, the “Claims”). Executive agrees to promptly inform the Company if Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or the other Company Parties. Executive also agrees to promptly inform the Company (to the extent that Executive is legally permitted to do so) arising under if Executive is asked to assist in any investigation of the Company or relating and the other Company Parties (or their actions) or another party attempts to obtain information or documents from Executive (other than in connection with any litigation or other proceeding in which Executive is a party-in-opposition) with respect to matters Executive believes in good faith to relate to any policyinvestigation of the Company or the other Company Parties, agreementin each case, understanding regardless of whether a lawsuit or promiseother proceeding has then been filed against the Company or the other Company Parties with respect to such investigation, written and shall not do so unless legally required. During the pendency of any litigation or oralother proceeding involving Claims, formal Executive shall not communicate with anyone (other than Executive’s attorneys and tax and/or financial advisors) with respect to the facts or informal, between subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of the other Releasee Company Parties without giving prior written notice to the Company or the Company’s counsel. Executive acknowledges and Executiveagrees that if any person, organization or other entity files, charges, claims, sues or causes or permits to be filed, charged or claimed, any civil action, suit or legal proceeding for personal relief (including any action for damages, injunctive, declaratory, monetary or other relief) against the Company or any of the other Company Parties involving any claim that Executive has released herein, Executive will not accept any personal relief in any such action. Upon presentation of appropriate documentation, the Company shall pay or reimburse Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Executive in complying with this Section 4(d).

General Release of Claims. ExecutiveEmployee expressly waives any claims against HouseValues (including, for and on behalf purposes of Executive and Executive’s heirsthis Paragraph 5, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective memberssubsidiaries, officers, directors, stockholders, partnersmanagers, employees, agents, representatives and attorneysinvestors, and each of their respective subsidiariesrepresentatives) and releases HouseValues (including its parents, affiliates, estatessubsidiaries, predecessorsofficers, successorsdirectors, stockholders, managers, employees, agents, investors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”representatives) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has existed or may hereafter claim to have by reason of existed at any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes of this Agreement with respect to (A) any such Claims relating Agreement, including claims related in any way to ExecutiveEmployee’s employment relationship with HouseValues or the Company ending of that relationship. This release includes, but is not limited to, any claims for wages, bonuses, employment benefits, stock options, or damages of any other Releaseekind whatsoever, arising out of any common law torts, arising out of any contracts, express or implied, any covenant of good faith and (B) fair dealing, express or implied, any such Claims arising under theory of wrongful discharge, any theory of negligence, any theory of retaliation, any theory of discrimination or harassment in any form, any legal restriction on HouseValues’s right to terminate employees, or any federal, local state, or state statute other governmental statute, executive order, or regulationordinance, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 19641964 as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Americans with Disabilities Act of 1990Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974Act, each as amended and including each of their respective implementing regulations and/or the Washington Law Against Discrimination, or any other federallegal limitation on or regulation of the employment relationship. Employee agrees to indemnify and hold HouseValues harmless from and against any and all loss, statecosts, local damages, or foreign law (statutoryexpenses, regulatory including, without limitation, reasonable attorneys’ fees incurred by HouseValues or otherwise) that may be legally waived and released; (ii) arising out of any breach of this Agreement by Employee or relating to resulting from any representation made herein by Employee was false when made. This waiver and release shall not waive or release claims where the termination events in dispute first arise after execution of Executive’s employment; this Agreement, nor shall it preclude either party from filing a lawsuit for the exclusive purpose of enforcing its rights under this Agreement. Employee represents that Employee has not filed any complaints, charges or (iii) arising under or relating to lawsuits against HouseValues with any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company governmental agency or any court, and agrees that Employee will not initiate, assist or encourage any such actions, except as required by law. Employee further agrees that if a commission, agency, or court assumes jurisdiction of such claim, complaint or charge against HouseValues on behalf of Employee, Employee will request the commission, agency or court to withdraw from the matter. Employee represents and warrants that he is the sole owner of the actual or alleged claims, rights, causes of action, and other Releasee matters which are released herein, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and Executivethat he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein.

General Release of Claims. Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.. IF 1= 1 "" "1" 3

General Release of Claims. ExecutiveEffective as of, and contingent upon, the Closing, and in partial consideration for receiving a portion of the Merger Consideration under this Agreement and for Acquirer entering into this Agreement, each Company Securityholder (for himself, herself or itself and on behalf of Executive and Executive’s his, her or its heirs, executors, administratorslegal representatives, successors and assigns) hereby (i) except as set forth in this Section 1.3(h), hereby voluntarilyforever fully and irrevocably waives any and all defenses against, knowingly claims against, including any claims for contribution from, and willingly release other rights to recourse against, the Company, the Surviving Corporation and the Indemnified Persons based on any claim that the Company (or any predecessor thereof) engaged in any misrepresentation or breached any representation or warranty or that a representation or warranty of the Company was inaccurate when made, or that the Company breached or was in noncompliance with any covenants or other obligations given or made by, or terms agreed to by, the Company, in each case, in this Agreement or any Transaction Document, including the Spreadsheet and the Company Closing Financial Certificate irrespective of whether or not such Spreadsheet or Company Closing Financial Certificate, and the information contained therein and the calculations thereon or therein, are complete or deviate from the terms set forth in the Certificate of Incorporation or any other organizational documents of the Company (collectively, the “Waived Rights”); (ii) forever discharge fully and irrevocably releases and discharges (A) the Company and all the Surviving Corporation and their Affiliates and Representatives (in their capacities as such) (excluding, for the avoidance of its past and present parentsdoubt, subsidiariesAcquirer) (collectively, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “ReleaseesCompany Released Parties”) from any and all rights, Liabilities and claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands any kind or liabilities of every kind whatsoevernature, in law or in equity, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, vested or contingent, suspected or unsuspected and whether or not concealed or hidden and however arising, whichever have or may have existed, or which do exist, that may now or hereafter at any time be made or brought against any Company Released Party and that relate to or arise out of any facts, matters or circumstances existing as of or prior to the Closing (collectively, the “Company Released Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee), and (B) the Acquirer and its Affiliates and Representatives (in their capacity as such) (excluding for the avoidance of doubt, the Company Released Parties) (collectively, the “Acquirer Released Parties” and, together with the Company Released Parties, the “Released Parties”) from any and all Liabilities and claims, of any kind or nature, in law or equity, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, vested or contingent, suspected or unsuspected and whether or not concealed or hidden and however arising, whichever have or may have existed, or which do exist, that may now or hereafter at any time be made or brought against any Acquirer Released Party, in each case within this clause (B) only as relates in any way to (x) the Company Securityholder’s interest in the Company Capital Stock or Company Options, (y) the Company’s operations or (z) any relationship (written or oral) between such Company Securityholder or its Affiliates, on the one hand, and any of the Company Released Parties, on the other hand in connection with such Company Securityholder’s interest in or with the Company or this Agreement or any of the other Transaction Documents, or the transactions contemplated hereby or thereby, including the consummation of the Merger and the other transactions contemplated by this Agreement (within this clause (B), the “Acquirer Released Claims” and, together with the Company Released Claims, the “Released Claims”); and (iii) irrevocably covenants and agrees not to, directly or indirectly, assert any Released Claim or commence (or cause to be commenced) any Legal Proceeding against any Released Party based in whole or in part upon any Released Claim. For the avoidance of doubt, the Released Claims does not include claims made with respect to the payment of the Merger Consideration or the Per Share Merger Consideration, or any rights to continuing indemnification, exculpation or expense advancement to the extent provided under (A) the organizational documents of the Company (B) any indemnification agreement to which the Company Securityholder and the Company are parties or (C) any applicable policy of directors’ and officers’ insurance maintained by the Company. No Company Securityholder shall be entitled to contribution from, subrogation to or recovery against any Released Party with respect to any losses or Liabilities imposed on or incurred by any Company Securityholder in connection with any Released Claim. The Company Securityholders recognize that they may have claims of which they are totally unaware and unsuspecting, but that which they are nevertheless releasing and giving up by providing the general release set forth above and in the Company Securityholder’s Letter of Transmittal and Option Consent, as applicable. Notwithstanding anything to the contrary in this Section 1.3(h), the foregoing releases, waivers and covenants shall not apply to any (i) defenses, claims and other rights to recourse that may be asserted by any Company Securityholder to enforce (A) against Acquirer and the other Company Securityholders the rights of such Company Securityholder and (B) the obligations of Acquirer and the other Company Securityholders, in the case of each of clauses (A) and (B), under, but subject to the terms of, this Agreement, the Stockholder Agreement, the Letter of Transmittal and the other Transaction Documents, as the case may be; provided that, this clause (i) shall not permit any Company Securityholder to raise a defense against, make any claims against, including any claims for contribution from, or assert any other rights to recourse against, the Released Parties, or any of them, with respect to any Waived Right or any Released Claim (it being understood that each Company Securityholder shall not be precluded from enforcing any of its rights or defenses provided to or retained by it under, but subject to, this Agreement or from asserting a claim for breach by Acquirer of this Agreement, in each case, in accordance with the terms and conditions set forth herein) (ii) claims relating to regular salary earned by, benefits and/or unreimbursed expenses accrued but unpaid to, any Company Securityholder as of the Closing in his or her capacity as an employee of the Company as of the Closing, (iii) subject to the provisions contained in this Agreement, claims by any Company Securityholder (if such Company Securityholder is a current or former director or officer of the Company) pursuant to the Certificate of Incorporation, the Bylaws, any indemnification agreement between the Company and such Company Securityholder that is set forth on the Company Disclosure Letter, or any current or former director’s and officer’s insurance policy or other fiduciary insurance policy maintained by the Company or the Surviving Corporation for the benefit of the Company Securityholder (if the Company Securityholder is a current or former director or officer of the Company) for indemnity, insurance benefits or reimbursement of expenses arising out of any claim brought against such Company Securityholder (if the Company Securityholder is a current or former director or officer of the Company) in his capacity as a director or officer of the Company, (iv) claims relating to amounts owed under any independent consultant, contractor or advisor agreement set forth on the Company Disclosure Letter to this Agreement but only if such amounts are Transaction Expenses or taken into account in the calculation of Company Net Working Capital, (v) any defenses, claims and other rights to recourse of the Company Securityholders that are necessary to enable the Securityholders’ Agent or such Company Securityholder to defend any claim for indemnification asserted by an Indemnified Person pursuant to this Agreement, including with respect to the release of the Indemnity Escrow Fund; provided that, this clause (v) shall not permit any Company Securityholder or the Securityholders’ Agent to raise a defense against, make any claims against, including any claims for contribution from, or assert any other rights to recourse against, the Released Parties, or any of them, with respect to any Waived Right or any Released Claim (it being understood that the Company Securityholder shall not be precluded from enforcing any of its rights or defenses provided to or retained by it under, but subject to, this Agreement or from asserting a claim for breach by Acquirer of this Agreement, in each case, in accordance with the terms and conditions set forth herein), (vi) other than with respect to any Waived Rights or any Released Claim that is released, discharged or the subject of a covenant or agreement not to assert such Waived Right or Released Claim or commence a Legal Proceeding based in whole or in part on such Waived Right or Released Claim, claims which may not be waived as a matter of Applicable Law, and (vii) defenses, claims and other rights to recourse of any Company Securityholder that are not related in any way to the Company or its businesses or operations, this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. It is understood that if there is any conflict (other than with respect to validity and/or enforceability) between the release and discharge provided by a Company Stockholder in a Stockholder Agreement, and the general release set forth in this Section 1.3(h) or in the Letter of Transmittal, the release set forth in the Stockholder Agreement shall control to the extent of such conflict, and the general release above and in the Letter of Transmittal shall not be enforced against such Company Stockholder to the extent of any such Claims arising conflict. It is further understood and agreed that all rights under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII Section 1542 of the Civil Rights Act Code of 1964California and any similar law are hereby expressly waived by each Company Securityholder. Said section reads as follows: “CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and ExecutiveWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

General Release of Claims. Executive(a) Employee hereby forever releases, for discharges and on behalf of Executive and Executive’s heirsacquits the Company, executorsEFC, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliatesEARN, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneysaffiliates, and each of their the foregoing entities’ respective subsidiariespast, present and future affiliates, estatesshareholders, members, managers, partners, directors, officers, trustees, employees, fiduciaries, agents, attorneys, heirs, predecessors, successorssuccessors and representatives, in their personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and assigns (eachEmployee hereby waives, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities causes of every action of any kind whatsoeverrelated to Employee’s employment or affiliation with any Company Party, in law the termination of such employment or in equityaffiliation, and any other acts or omissions related to any matter occurring or existing on or prior to the time that Employee executes this Agreement, whether known arising under federal or unknown, suspected state laws or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason the laws of any matterother jurisdiction, cause or thing whatsoever: including (i) arising from the beginning of any alleged violation through such time up to the date Executive executes this Agreement with respect to of: (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, state or local anti-discrimination or state statute or regulationanti-retaliation law, including, without limitation, including the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, each as amended (“ERISA”); (C) the National Labor Relations Act, as amended; (D) the Occupational Safety and including each Health Act, as amended; (E) the Family and Medical Leave Act of their respective implementing regulations and/or 1993; (F) the Connecticut Human Rights and Opportunities Act; (G) any other federallocal, statestate or federal law, local regulation, ordinance or foreign orders which may have afforded any legal or equitable causes of action of any nature; or (H) any public policy, contract, tort, or common law (statutoryclaim, regulatory including any claim for defamation, emotional distress, wrongful termination, fraud or otherwise) that may be legally waived and releasedmisrepresentation of any kind; (ii) arising out of any allegation for costs, fees, or relating to the termination of Executive’s employmentother expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; or (iii) arising any and all claims Employee may have under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company employment contract or any other Releasee agreement (including the Employment Agreement and Executiveany Equity Award Agreement (as defined above), incentive or compensation plan or under any other benefit plan, program or practice; and (iv) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) The Released Claims do not include any rights or claims that may first arise after the time that Employee executes this Agreement. (c) In no event shall the Released Claims include any claim to vested benefits under an employee benefit plan of the Company that is subject to ERISA (including any rights to vested benefits under health and retirement plans). (d) Employee hereby represents and warrants that, as of the time Employee executes this Agreement, Employee has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any government agency or arbitrator for or with respect to a matter, claim or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Employee signs this Agreement. Employee hereby further represents and warrants that Employee has not assigned, sold, delivered, transferred or conveyed any rights Employee has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claims.

General Release of Claims. Executive, for (a) Xxxxx and on behalf of Executive and Executive’s his heirs, executors, administratorspersonal representatives, successors and assigns, hereby voluntarilyforever release, knowingly remise and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariespast, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, estates, predecessors, successors, successors and assigns (each, individually, a “Releasee,” collectively referred to referenced herein as the “Releasees”) from any and all rights, claims, chargesclaims for relief, actionsdemands, actions and causes of actionaction of any kind or description whatsoever, complaintsknown or unknown, sums whether arising out of moneycontract, suitstort, debtsstatute, covenants, contracts, promises, obligations, damages, demands treaty or liabilities of every kind whatsoeverotherwise, in law or in equity, whether known or unknownwhich Xxxxx now has, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever has had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: the Releasees (i) arising from the beginning of time up to through the date Executive executes upon which Xxxxx signs this Agreement with respect to Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (A) any such Claims relating in any way to Executive’s employment relationship with Xxxxx’x service as an officer, director or employee, as the case may be, of the Company or any other Releaseeand its subsidiaries and affiliates, and (B) any such Claims arising transaction prior to the date upon which Xxxxx signs this Agreement and all effects, consequences, losses and damages relating thereto, (C) the Amended and Restated Executive Employment Agreement by and between the Company and Xxxxx, dated as of February 28, 2012 (the “Employment Agreement”), (D) all cash incentive awards, and all equity or equity-based awards granted, or promised to be granted, by the Company to Xxxxx and (E) Xxxxx’x termination of employment with the Company under the common law or any federal, local federal or state statute or regulationstatute, including, without limitationbut not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991, as amended; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended; The Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended by the (“ADEA”); The Older Workers Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974as amended; The Workers Adjustment and Retraining Notification Act, each as amended amended; The Occupational Safety and including each of their respective implementing regulations and/or Health Act, as amended; any other federal, statestate or local civil or human rights law or any other local, local state or foreign law federal law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. (statutoryb) Notwithstanding the foregoing, regulatory nothing in this Agreement will release or otherwisewaive any rights or claims Xxxxx may have: (i) that may be legally waived and releasedunder this Agreement or to the Payments; (ii) for indemnification under any written indemnification agreement by and between Xxxxx and the Company and/or under applicable law or the Company’s charter or bylaws; (iii) under any applicable insurance coverage(s); (iv) with respect to any accrued and vested benefits under any tax-qualified retirement plans of the Company or the Company’s non-qualified deferred compensation plan; (v) with respect to any claims that cannot be waived by operation of law; (vi) with respect to any claims which may arise after Xxxxx signs this Agreement; or (vii) with respect to Xxxxx’x right to challenge the validity of the release under the ADEA. (c) Additionally, while Xxxxx acknowledges and understands that by this Agreement he foregoes, among other things, any and all past and present rights to recover money damages or personal relief arising out of or relating to Xxxxx’x employment with the termination of Executive’s employment; or (iii) arising under or relating to Company, the parties agree that this Agreement shall not preclude Xxxxx from filing any policycharge with the Equal Employment Opportunity Commission, agreementthe National Labor Relations Board, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivegovernmental agency or from any way participating in any investigation, hearing, or proceeding of any government agency.

General Release of Claims. Executive, for You agree to release and hold harmless (on behalf of Executive yourself and Executive’s your family, heirs, executors, administratorssuccessors and assigns) now and forever, the Employer and the Company and any of the foregoing entities’ past, present or future parent and subsidiary corporations, affiliates, divisions, successors and assigns, hereby voluntarily, knowingly assigns (whether or not incorporated) and willingly release and forever discharge the Company and all any of its past and past, present parentsor future employees, subsidiariesagents, and affiliates, each of their respective membersassigns, officers, directors, stockholders, partners, employees, agents, representatives shareholders and attorneys, and each of attorneys whether acting in their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns individual or representative capacity (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from and waive any and all rightsclaim that you have presently, claimsmay have or have had in the past, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected against the Released Parties upon or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising , from the beginning of time up to the world through the date Executive executes you execute this Agreement with respect Agreement, including, without limitation, all claims arising from your employment with, or termination of employment from, the Employer and the Company, or otherwise, including but not limited to, any and all claims brought or that could be brought pursuant to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, state or local or state statute or regulation, (including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the 1990 Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each the Family and Medical Leave Act of 1993, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, as amended well as any state or local equivalents of any of the foregoing, and all other applicable statutes regulating the terms and conditions of your employment), any regulation or ordinance, under the common law or in equity (including each of their respective implementing regulations and/or any other federalclaims for wrongful discharge, stateslander, local or foreign law (statutory, regulatory libel or otherwise) that may be legally waived and released; (ii) arising out of ), or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company Released Parties and you, including, without limitation, any claim you might have for severance, termination or severance pay pursuant to the Employer's severance policies or practices as from time to time in effect, or otherwise (the “Released Claims”). You expressly waive and relinquish all rights and benefits under any section of any law or legal principle of similar effect in any other Releasee jurisdiction with respect to your release of any unknown or unsuspected claims herein. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims which are not waivable as a matter of law; and Executive(ii) any claims for breach of this Agreement. You represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.

General Release of Claims. In exchange for the mutual promises set forth in this Agreement (including the Payments), Executive, for and on behalf of Executive and Executive’s himself, his agents, attorneys, heirs, administrators, executors, administrators, successors and assigns, and other representatives, and anyone acting or claiming on his or their joint or several behalf, hereby voluntarilyreleases, knowingly and willingly release waives, and forever discharge discharges the Company and all of Corporation, each Group Company, including, in each case, its past and or present parents, subsidiaries, and affiliates, each of their respective membersemployees, officers, directors, stockholderstrustees, partnersboard members, employeesshareholders, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estatesparent entities, predecessorssubsidiaries, successors, assigns, and assigns other representatives, and anyone acting on their joint or several behalf (each, individually, a “Releasee,” collectively referred to as the “Releasees”) ), from any and all rights, known and unknown claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligationsdemands, damages, demands costs, expenses, liabilities, or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating other losses that in any way arise from, grow out of, or are related to Executive’s employment relationship with the Company Corporation or any other Releaseeof the Group Companies or his separation of employment therefrom. By way of example only and without limiting the immediately preceding sentence, Executive agrees that he is releasing, waiving, and discharging any and all claims against the Corporation and the Releasees under (Ba) any such Claims arising under any federal, state, or local employment law or state statute or regulationstatute, including, without limitationbut not limited to Title VII of the Civil Rights Act(s) of 1964 and 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967(“ADEA”), as amended by the Older Workers Benefit Protection Act (“OWBPA”), the Genetic Information Non-Discrimination Act (XXXX), the Xxxxxxxx-Xxxxx Act, Title VII or other applicable state civil rights law(s) or any other federal 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, (b) any claims for wrongful discharge, retaliatory discharge, negligent or intentional infliction of emotional distress, interference with contractual relations, personal, emotional or physical injury, fraud, defamation, libel, slander, misrepresentation, violation of public policy, invasion of privacy, or any other statutory or common law theory of recovery under any federal, state or municipal common law, or (c) any other federal, state or municipal law, statute, ordinance or common law doctrine affecting employment rights. Nothing herein shall be construed to prohibit Executive from filing a charge with the Equal Employment Opportunity Commission or the United States Securities and Exchange Commission Whistleblower unit or participating in investigations by those entities. However, Executive acknowledges that by signing this Agreement, Executive waives his right to seek individual remedies in any such action or accept individual remedies or monetary damages in any such action or lawsuit arising from such charges or investigations, including but not limited to, back pay, front pay, or reinstatement. Executive further agrees that if any person, organization, or other entity should bring a claim against the Releasees involving any matter covered by this Agreement, Executive will not accept any personal relief in any such action, including damages, attorneys’ fees, costs, and all other legal or equitable relief. Notwithstanding the generality of the Civil Rights Act foregoing, Executive does not release the following claims and rights: (i) claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of 1964, applicable state law; (ii) claims to continued participation in certain of the Americans with Disabilities Act Corporation’s group benefit plans pursuant to the terms and conditions of 1990, the Employment Agreement and Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, each as amended amended, and including each to any vested benefits to which he is entitled under any retirement plan of their respective implementing regulations and/or the Corporation that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or under any other federal, state, local equity-based plan or foreign law (statutory, regulatory or otherwise) that may be legally waived and releaseddeferred compensation plan of the Corporation; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating Executive’s right, if any, to indemnification, advancement of expenses and the protections of any directors’ and officers’ liability policies of the Corporation, as set forth in paragraph 20 of the Employment Agreement; (iv) Executive’s rights to any policy, payments or benefits due to him under paragraph 6 of the Employment Agreement (including under the applicable agreements referenced therein (to the extent provided in paragraph 6 of the Employment Agreement)); (v) any rights under this Agreement; and (vi) any claim that cannot lawfully be waived by private agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.

General Release of Claims. ExecutiveIn consideration for the Letter Agreement Benefits, for and Employee, on behalf of Executive and Executive’s herself, her descendants, dependents, heirs, executors, administrators, successors and assigns, hereby and successors, Employee voluntarily, knowingly and willingly release waives and forever discharge the Company releases, and promises never to assert, any and all of claims that Employee has or might have against the Company, and/or its past predecessors, successors, past, current and present future parents, subsidiaries, and affiliates, each of their respective membersrelated entities, officers, directors, stockholdersshareholders, agents, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and successors or assigns (eachcollectively, individually, a “Releasee,” collectively referred to as the “Releasees”) from ), relating to any aspect of Employee’s employment, employment compensation, resignation or termination of employment, including any and all rightsrights or claims of unlawful retaliation, claimsdiscrimination or harassment on the basis of age, chargesrace, actionssex, causes of actionmarital status, complaintsdisability, sums of moneynational origin, suitsreligion, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releaseebasis under federal, state, or local law. Those claims being released and (B) any such Claims discharged include, but are not limited to: a. claims arising under any other federal, state or local fair employment statute, code or ordinance, contract law; b. torts of all kinds including, but not limited to, negligence claims and fraudulent inducement to enter into this contract, misrepresentation, negligent or otherwise, fraud, defamation, slander, libel, duress, fraudulent inducement, workers’ compensation retaliation, interference with an advantageous business relationship, negligent employment, including negligent hiring, negligent retention and negligent supervision; claims of breach of contract, whether actual or implied, written or oral; promissory estoppel, quantum meruit or the like, and any and all claims for attorneys’ fees, any federal, state statute and local statutory or regulationcommon law; c. claims for personal, bodily or emotional injury and monetary loss, without limitation, relating to any workers’ compensations laws, tort, contract (express or implied), or any other common law theory; all claims for retaliation or discrimination of any type; and all claims for employment-related benefits of any type and any and all rights or claims to attorneys’ fees; d. claims of any violation of any pension or welfare plans or any other benefit plan or arrangement, including, without limitation, any claims under the Employee Retirement Income Security Act of 1974 (“ERISA”) [29 U.S.C. Sections 1001-1461], as amended, including claims for breach of fiduciary duty under XXXXX; e. claims under the Fair Housing Act [42 U.S.C. Section 3604 et. seq.], as amended; Title IX of the Education Amendments of 1972 [20 U.S.C. Sections 1681 et. seq.], as amended; the Federal False Claims Act [18 U.S.C. Sections 287, et seq.], as amended (“FFCA”); the Program Fraud Civil Remedies Act [38 C.F.R. 42.1, et seq.], as amended (“PFCRA”); the Fair Credit Reporting Act, as amended (“FCRA”); the Uniformed Services Employment and Reemployment Rights Act of 1994 [38 U.S.C. Sections 4301- 4333], as amended (“USERRA”); the National Labor Relations Act [29 U.S.C. Sections 151-169], as amended (“NLRA”); the Worker Adjustment and Retraining Notification Act [29 U.S.C. Sections 2101 et seq.], as amended (“WARN”); the Occupational Safety and Health Act [29 U.S.C. Sections 651-678], as amended (“OSHA”); the Fair Labor Standards Act [29 U.S.C. Sections 201-219], as amended (“FLSA”); f. claims or rights under state and federal whistleblower legislation including the Consolidated Omnibus Budget Reconciliation Act of 1985 [Pub. L. 99- 509], as amended (“COBRA”); the Xxxxxxxx-Xxxxx Act of 2002 15 U.S.C. § 7201, et seq.; (“S-OA”); the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”); the Family and Medical Leave Act [29 U.S.C. Sections 2601-2654], as amended (“FMLA”); the Congressional Accountability Act of 1995 [2 U.S.C. Sections 1311-1317], as amended; the Age Discrimination in Employment Act of 1967[29 U.S.C. § 621 et seq.] (“ADEA”), as amended; the Americans with Disabilities Act [42 U.S.C. Sections 12101-12213], as amended by (“ADA”); the Older Workers Benefit ADA Amendments Act of 2008 (“ADAAA”); the Rehabilitation Act of 1973 [29 U.S.C. Section 791, et.seq.], as amended; the Employee Polygraph Protection ActAct of 1988 [29 U.S.C. Sections 2001, et. seq.], as amended (“PPA”); the Internal Revenue Code [Title 26, U.S.C.], as amended (“IRC”); the Equal Pay Act [29 U.S.C. Section 206(d)], as amended (“EPA”); the Xxxxx Xxxxxxxxx Fair Pay Act of 2009; Title VII of the Civil Rights Act of 19641964 [42 U.S.C. Sections 2000e- 2000e-17J, as amended (“CRA”); the Americans with Disabilities Civil Rights Act of 19901991; Xxxxxxx-Xxxxxx Civil Rights Act, as amended; the Employee Retirement Income Security Revised Statutes [42 U.S.C. Sections 1981, 1983 or 1985], as amended; g. claims under the Florida Civil Human Rights Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.[Fla.

General Release of Claims. ExecutiveFor valuable consideration, for the receipt and on behalf adequacy of Executive and Executive’s heirswhich are hereby acknowledged, executors, administrators, successors and assigns, the undersigned does hereby voluntarily, knowingly and willingly release and forever discharge the Company “Releasees” hereunder, consisting of Opnext, Inc. and all each of its past and present parentspartners, associates, affiliates, subsidiaries, and affiliatessuccessors, each of their respective membersheirs, assigns, agents, directors, officers, directors, stockholders, partners, employees, agentsshareholders, representatives and attorneysrepresentatives, lawyers, accountants, insurers, and each all persons acting by, through, under or in concert with them, or any of their respective subsidiariesthem, affiliates, estates, predecessors, successors, of and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, manner of action or actions, cause or causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, suspected fixed or unsuspected contingent (collectively, hereinafter called “Claims”) ), which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, the undersigned now has or may hereafter claim to have against the Releasees, or any of them, by reason of any matter, cause cause, or thing whatsoever: (i) arising whatsoever from the beginning of time up to the date Executive executes this Agreement with respect to (A) hereof. The Claims released herein include, without limiting the generality of the foregoing, any such Claims relating in any way arising out of, based upon, or related to Executive’s the employment relationship with or termination from employment of the Company undersigned by the Releasees, or any of them; any Claim for benefits under any stock option or other Releasee, equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Releasees’ right to terminate the employment of the undersigned; and (B) any such Claims arising under alleged violation of any federal, state or local or state statute or regulation, ordinance including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans with With Disabilities Act Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this Release shall not operate to release any Claims which the undersigned may have to payments or benefits under Section 13 of that certain Employment Agreement, dated as of November 1, 2007, by and between Opnext, Inc. and the undersigned. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Executive hereby generally, irrevocably and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release unconditionally releases and forever discharge discharges and covenants not to xxx the Company and all of its past affiliated entities and present parents, subsidiaries, all of its and affiliates, each of their respective memberscurrent and/or former employees, officers, directors, stockholderstrustees, partners, employeesrepresentatives, agents, representatives and attorneys, employee benefit plans and each of their respective subsidiaries, affiliates, estates, predecessors, successorsfiduciaries and administrators, and assigns all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (eachcollectively, individuallyincluding without limitation the Company, a “Releasee,” collectively referred to as the “ReleaseesCompany Released Parties”) from any and all rights, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesliabilities, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys’ fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason that exist as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect to Agreement, including, but not limited to: (Aa) any such Claims relating claims based upon, arising out of or in any way to manner connected with Executive’s employment relationship with the Company or any other ReleaseeCompany, and the separation of Executive’s employment with the Company, and/or the Employment Agreement; (Bb) any such Claims all claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 19671967 (29 U.S.C. § 621 et seq.), as amended by (the Older Workers Benefit Protection “Age Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any ”); (c) all claims arising under all other federal, state, state and local or foreign law (statutory, regulatory or otherwise) that may be legally waived and releasedlaws; (iid) all claims based on contract, tort, common law or other theories of recovery; and (e) all claims based upon, arising out of or in any manner connected with any acts, events or omissions occurring on or before the date Executive signs this Agreement. Without limiting the generality of the foregoing, Executive acknowledges that the foregoing release/covenant not to xxx is to be construed as broadly as possible and includes, but is not limited to, and constitutes a complete waiver of, any and all possible claims against the Company Released Parties under the Age Act and all other federal, state and local laws and statutes as of the date Executive signs this Agreement. Executive and the Company acknowledge and agree that the foregoing release/covenant not to xxx does not release or affect (i) any rights Executive may have with respect to any vested benefits under any of the Company’s employee pension, retirement or welfare benefit plans, or (ii) any rights Executive may have for indemnification of (or insurance coverage with respect to) any third-party claim relating to the termination of Executive’s employment; or service as director, officer and/or employee of the Company. Executive has been advised by the Company that this Agreement does not prohibit Executive from filing an administrative charge against the Company with the United States Equal Employment Opportunity Commission (iii“EEOC”) arising under or relating to his employment with the Company; provided, however, Executive waives and releases, to the fullest extent permitted by law, any policyand all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. Should the EEOC, agreementany other administrative agency or other person bring a complaint, understanding charge or promise, written or oral, formal or informal, between legal action on Executive’s behalf against any of the Company Released Parties based on any acts, events or omissions occurring on or before the date Executive signs this Agreement, Executive hereby waives any other Releasee rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency or person.

General Release of Claims. Executivea. In exchange for the Severance Payments, for and Employee, on behalf of Executive Employee and ExecutiveEmployee’s spouse, heirs, executors, administrators, successors trustees, legal representatives, and assigns, hereby voluntarilyreleases, knowingly and willingly release indemnifies, holds harmless and forever discharge discharges the Company Company, its predecessors and all of successors, its past and present parentsparent corporations, divisions, subsidiaries, and affiliates, each of their respective members, and the past and present officers, directors, stockholdersemployees, consultants, shareholders, partners, employeesbenefit plans, attorneys, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns of any of them (each, individually, a “Releasee,” collectively any or all of which are referred to as the “Releasees”) ), from any and all rights, claims, chargesdemands, liabilities, actions, and causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities action of every kind whatsoever, in law or in equityname and nature, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, that Employee now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising ever had from the beginning of time the world to Effective Date or that arise out of or relate to Employee’s employment by or separation from employment with the Releasees or any of them. This general release of claims is intended by Employee to be all encompassing and to act as a full and total release of any legally available claims, whether specifically enumerated herein or not, that Employee may have or may have had against the Releasees arising from conduct occurring up to and through the date Executive executes Effective Date of this Agreement with respect Agreement, including but not limited to any and all claims under local, state or federal law for wrongful discharge, wrongful termination, or wrongful dismissal; any and all claims for breach of an express or implied contract, covenant, or agreement; any and all claims for unlawful discrimination or harassment (A) any such Claims relating in any way including but not limited to Executive’s employment relationship with the Company claims alleged based on race, sex, sexual preference or sexual orientation, marital status, pregnancy, religion, creed, age, handicap, disability, national origin, ethnic heritage, ancestry, veteran status, retaliation, genetic information or any other Releaseeprotected classification protected by local, state, or federal law); any and (B) all claims for violation of any such Claims arising under any federalfair employment practice law, local or state statute or regulation, including, without limitation, including the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII 29 U.S.C. §621 et seq.; any and all claims under the Family and Medical Leave Act, or any other federal, state or local law concerning leaves of absence; any and all claims under the Civil Rights Worker Adjustment and Retraining Notification (“WARN”) Act of 1964or any other local, the Americans with Disabilities Act of 1990state, or federal law; any and all claims under the Employee Retirement Income Security Act (other than claims against an employee benefit plan seeking payment of 1974, each as amended a vested benefit under the terms of that plan); any and including each of their respective implementing regulations and/or all claims pursuant to any other federalstate law, including but not limited to, the Pennsylvania Human Relations Act, 43 P.S. § 951, et seq., the Pennsylvania Equal Pay Law, 43 P.S. §§ 336.1-336.10, and the Pennsylvania Protection of Employees Act, 34 Pa. Code § 319.1 et seq.; any and all claims for infliction of emotional distress; any and all claims for defamation; any and all claims for invasion of any right of privacy; any and all negligence claims; any and all tort claims; any and all statutory claims; any and all constitutional claims; any and all claims for violation of any civil rights; any and all claims for reinstatement or reemployment by the Releasees; any and all claims for wages, bonuses, incentive compensation, equity compensation, stock payments or appraisal rights, phantom stock payments, or other compensation or benefits, and any and all claims for compensatory or punitive damages, interest, attorney’s fees, or costs, including costs and fees already incurred. b. This release shall not be construed to impair Employee’s right to enforce the terms of this Agreement. Nor does this release waive Employee’s right to seek a judicial determination of the validity of her waiver of ADEA rights and claims. c. This release does not include any claim which, as a matter of law, cannot be released by private agreement. Nor does this release prohibit or bar Employee, nor the Directors or Officers of the Company from providing truthful testimony in any legal proceeding, from cooperating with, or making truthful disclosures to, any local, state, local or foreign law (statutoryfederal anti-discrimination agency. Notwithstanding the foregoing, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating with respect to any policy, claim that can be released by private agreement, understanding Employee agrees to release and waive Employee’s right (if any) to any monetary damages or promiseother recovery as to such claims, written including any claims brought on Employee’s behalf, either individually or oralas part of a collective action, formal by any governmental agency or informal, between the Company or any other Releasee and Executivethird party.

General Release of Claims. ExecutiveFor valuable consideration, for the receipt and on behalf adequacy of Executive and Executive’s heirswhich are hereby acknowledged, executors, administrators, successors and assigns, the undersigned does hereby voluntarily, knowingly and willingly release and forever discharge the Company “Releasees” hereunder, consisting of Opnext, Inc. and all each of its past and present parentspartners, associates, affiliates, subsidiaries, and affiliatessuccessors, each of their respective membersheirs, assigns, agents, directors, officers, directors, stockholders, partners, employees, agentsshareholders, representatives and attorneysrepresentatives, lawyers, accountants, insurers, and each all persons acting by, through, under or in concert with them, or any of their respective subsidiariesthem, affiliates, estates, predecessors, successors, of and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, manner of action or actions, cause or causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, suspected fixed or unsuspected contingent (collectively, hereinafter called “Claims”) ), which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, the undersigned now has or may hereafter claim to have against the Releasees, or any of them, by reason of any matter, cause cause, or thing whatsoever: (i) arising whatsoever from the beginning of time up to the date Executive executes this Agreement with respect to (A) hereof. The Claims released herein include, without limiting the generality of the foregoing, any such Claims relating in any way arising out of, based upon, or related to Executive’s the employment relationship with or termination from employment of the Company undersigned by the Releasees, or any of them; any Claim for benefits under any stock option or other Releasee, equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Releasees’ right to terminate the employment of the undersigned; and (B) any such Claims arising under alleged violation of any federal, state or local or state statute or regulation, ordinance including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans with With Disabilities Act Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this Release shall not operate to release any Claims which the undersigned may have to payments or benefits under Section 10 or Section 11 of that certain Second Amended and Restated Employment Agreement, dated as of August 18, 2011, by and between Opnext, Inc. and the undersigned. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release of Claims. Executive, for (a) Ashburn and on behalf of Executive and Executive’s his heirs, executors, administratorspersonal representatives, successors and assigns, hereby voluntarilyforever release, knowingly remise and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariespast, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, estates, predecessors, successors, successors and assigns (each, individually, a “Releasee,” collectively referred to referenced herein as the “Releasees”) from any and all rights, claims, chargesclaims for relief, actionsdemands, actions and causes of actionaction of any kind or description whatsoever, complaintsknown or unknown, sums whether arising out of moneycontract, suitstort, debtsstatute, covenants, contracts, promises, obligations, damages, demands treaty or liabilities of every kind whatsoeverotherwise, in law or in equity, whether known or unknownwhich Ashburn now has, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever has had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: the Releasees (i) arising from the beginning of time up to through the date Executive executes upon which Ashburn signs this Agreement with respect to Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (A) any such Claims relating in any way to ExecutiveAshburn’s employment relationship with service as an officer, director or employee, as the case may be, of the Company or any other Releaseeand its subsidiaries and affiliates, and (B) any such Claims arising transaction prior to the date upon which Ashburn signs this Agreement and all effects, consequences, losses and damages relating thereto, (C) the Amended and Restated Executive Employment Agreement by and between the Company and Ashburn, dated as of February 28, 2012 (the “Employment Agreement”), (D) all cash incentive awards, and all equity or equity-based awards granted, or promised to be granted, by the Company to Ashburn and (E) Ashburn’s termination of employment with the Company under the common law or any federal, local federal or state statute or regulationstatute, including, without limitationbut not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991, as amended; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended; The Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended by the (“ADEA”); The Older Workers Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974as amended; The Workers Adjustment and Retraining Notification Act, each as amended amended; The Occupational Safety and including each of their respective implementing regulations and/or Health Act, as amended; any other federal, statestate or local civil or human rights law or any other local, local state or foreign law federal law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. (statutoryb) Notwithstanding the foregoing, regulatory nothing in this Agreement will release or otherwisewaive any rights or claims Ashburn may have: (i) that may be legally waived and releasedunder this Agreement or to the Payments; (ii) for indemnification under any written indemnification agreement by and between Ashburn and the Company and/or under applicable law or the Company’s charter or bylaws; (iii) under any applicable insurance coverage(s); (iv) with respect to any accrued and vested benefits under any tax-qualified retirement plans of the Company or the Company’s non-qualified deferred compensation plan; (v) with respect to any claims that cannot be waived by operation of law; (vi) with respect to any claims which may arise after Ashburn signs this Agreement; or (vii) with respect to Ashburn’s right to challenge the validity of the release under the ADEA. (c) Additionally, while Ashburn acknowledges and understands that by this Agreement he foregoes, among other things, any and all past and present rights to recover money damages or personal relief arising out of or relating to Ashburn’s employment with the termination of Executive’s employment; or (iii) arising under or relating to Company, the parties agree that this Agreement shall not preclude Ashburn from filing any policycharge with the Equal Employment Opportunity Commission, agreementthe National Labor Relations Board, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivegovernmental agency or from any way participating in any investigation, hearing, or proceeding of any government agency.

General Release of Claims. ExecutiveFor valuable consideration, for the receipt and on behalf adequacy of Executive and Executive’s heirswhich are hereby acknowledged, executors, administrators, successors and assigns, the undersigned does hereby voluntarily, knowingly and willingly release and forever discharge the Company “Releasees” hereunder, consisting of Opnext, Inc. and all each of its past and present parentspartners, associates, affiliates, subsidiaries, and affiliatessuccessors, each of their respective membersheirs, assigns, agents, directors, officers, directors, stockholders, partners, employees, agentsshareholders, representatives and attorneysrepresentatives, lawyers, accountants, insurers, and each all persons acting by, through, under or in concert with them, or any of their respective subsidiariesthem, affiliates, estates, predecessors, successors, of and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, manner of action or actions, cause or causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, suspected fixed or unsuspected contingent (collectively, hereinafter called “Claims”) ), which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, the undersigned now has or may hereafter claim to have against the Releasees, or any of them, by reason of any matter, cause cause, or thing whatsoever: (i) arising whatsoever from the beginning of time up to the date Executive executes this Agreement with respect to (A) hereof. The Claims released herein include, without limiting the generality of the foregoing, any such Claims relating in any way arising out of, based upon, or related to Executive’s the employment relationship with or termination from employment of the Company undersigned by the Releasees, or any of them; any Claim for benefits under any stock option or other Releasee, equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Releasees’ right to terminate the employment of the undersigned; and (B) any such Claims arising under alleged violation of any federal, state or local or state statute or regulation, ordinance including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans with With Disabilities Act Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this Release shall not operate to release any Claims which the undersigned may have to payments or benefits under Section 11 of that certain Employment Agreement, dated as of January 26, 2011, by and between Opnext, Inc. and the undersigned. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release of Claims. Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assignsassigns (the “Releasors”), hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising , from the beginning of time up to the date Executive executes this Agreement with respect to (Ai)(A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute statute, ordinance, or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, [Insert applicable state laws] each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.

General Release of Claims. Executive(a) Through his execution of this Agreement, Xx. Xxxxxxxxxxx, for full and adequate consideration as recited above, and on behalf of Executive and Executive’s himself, his spouse, dependents, heirs, estate, executors, family members, successors, assigns, administrators, agents and representatives, hereby unconditionally releases and forever discharges Inspire, and their present and former successors and assigns, hereby voluntarilyaffiliates, knowingly and willingly release and forever discharge the Company and all of its past and present parents, members, subsidiaries, partnerships, divisions and affiliatesrelated persons or entities, each of their respective members, as well as the present and former officers, directors, stockholdersmembers, owners, shareholders, principals, partners, consultants, in-house and outside attorneys, insurance carriers, agents and employees of all of these persons or entities, individually and in their official capacities, and any of their pension, retirement, 401(k), stock ownership, stock appreciation, stock option, profit sharing plans, the Stock Plan, and any other employee benefits plans as well as the administrators, trustees, fiduciaries, employees, agents, representatives and attorneys, insurance carriers, agents and parties-in-interest of any such plans, whether formerly or presently sponsored or maintained by any of the above-described Persons or entities (each of their respective subsidiaries, affiliates, estates, predecessors, successorsthe foregoing a “Released Party”, and assigns (each, individually, a “Releasee,” hereinafter collectively referred to as the “ReleaseesReleased Parties”), from all of the following claims, prayers for relief, causes of action or alleged damages and all obligations or duties, whether real or perceived, fixed or contingent, accrued or unaccrued, which arose or existed on or before the Effective Date: (i) from any and all rights, claims, chargesissues, actionsprayers for relief and any other causes of action including, but not limited to, all claims relating to common law tort, harassment, retaliation, promissory or equitable estoppel, negligence, wrongful or constructive discharge, defamation, tortious interference with economic advantage, negligent or intentional infliction of emotional distress, invasion of privacy, breach of any express or implied agreement, contract, policy or other understanding, breach of any covenant of good faith and fair dealing, breach of public policy, loss of consortium, fraud, battery, assault, medical, physical, emotional and psychological injuries or damages, including all claims for attorneys’ fees and costs; and (ii) any and all claims, issues, prayers for relief, causes of actionaction or damages Xx. Xxxxxxxxxxx has or may ever have against any Released Party, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, including all claims whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now Xx. Xxxxxxxxxxx has or may hereafter could claim to have by reason on or before the Effective Date. This release includes, without limitation, all claims arising during Xx. Xxxxxxxxxxx’x employment or as a result of any matterhis resignation and all claims arising under federal, cause state, or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s local laws prohibiting employment relationship with the Company discrimination based upon age, race, sex, religion, handicap, national origin, or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationprotected characteristic, including, without limitationbut not limited to, the Equal Pay Act of 1963, 29 U.S.C. §206(d) (the “EPA”), Title VII of The Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e, et seq., (“Title VII”), the Family and Medical Leave Act of 1993, 29 U.S.C. §2611, et seq., the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f), et seq. (the “OWBPA”), the Age Discrimination in Employment Act of 1967, as amended by amended, 42 U.S.C. §621, et seq. (the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990“ADEA”), the Employee Retirement Income Security Act of 1974, each 29 U.S.C. §1001, et. seq. (“ERISA”), the Rehabilitation Act of 1973, 29 U.S.C. §701, et. seq., the Fair Labor Standards Act, 29 U.S.C. §215(a)(3), et. seq. (“FLSA”), the Americans with Disabilities Act of 1990, 42 U.S.C. §12101, et. seq. (the “ADA”), the Civil Rights Act of 1990, 42 U.S.C. §§1981, 1983, 1985 and 1988, the North Carolina Equal Employment Practices Act, N.C. Gen. Stat. §§143-422.2 (1988), the United States Constitution, North Carolina’s State Constitution, North Carolina’s Wage and Hour and Wage Payment Laws, N.C. Gen. Stat. §§95-25.20, 241, §95-252, §95-243, §95-25.7, §§95-25.7-25.13 (1997), §95-25.2(16) (1988), et seq., and the Worker Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000, et seq.(“WARN”). (iii) any and all claims, issues, prayers for relief or causes of action relating to any form of employee benefit or employment benefit plan, understanding or agreement, including but not limited to medical, accident, dental, pension, retirement, stock, stock appreciation, the Stock Options, incentive, severance, salary continuation, deferred compensation, short term or long term disability, life or dependent life insurance or other insurance, salary enhancement, bonus, profit sharing or 401(k) plan benefits, commissions, bonuses, the Stock Plan, or other benefits arising from Xx. Xxxxxxxxxxx’x participation in, or eligibility to participate in, any employee benefit or fringe plans, understandings or agreements attendant to his employment by any Released Party; however, nothing in this Agreement shall be construed to deny Xx. Xxxxxxxxxxx the right to exercise the stock options that have already vested or will vest during the Transition Period, as amended set forth on Schedule A; provided, further, that Xx. Xxxxxxxxxxx acknowledges and including each agrees that he shall continue to remain subject to applicable laws, rules and regulations of their respective implementing regulations and/or any other federalthe Securities and Exchange Commission as well as Inspire’s Xxxxxxx Xxxxxxx Policy, state, local or foreign law (statutory, regulatory or otherwise) that as it may be legally waived amended from time to time, including all “black-out” periods declared in accordance with the Xxxxxxx Xxxxxxx Policy; and (iv) any and released; all pending or potential claims, demands, issues, or causes of action that Xx. Xxxxxxxxxxx has, or may have, and of whatever kind or nature, whether known or unknown, against the Released Parties arising or existing on or before the Effective Date. (iib) Xx. Xxxxxxxxxxx acknowledges that his waivers and releases under this Agreement specifically include any and all claims for attorneys’ fees and costs incurred for any reason. Xx. Xxxxxxxxxxx further understands that the laws listed above in Paragraph 3(a) and its subparts give him important remedies that relate to claims that he may have arising out of or relating to his employment by, or separation from employment from, any Released Party, and he freely and voluntarily gives up these remedies and claims after having had the termination opportunity to consult with legal counsel. (c) Following his execution of Executive’s employmentthis Agreement, and upon the Effective Date hereof, Xx. Xxxxxxxxxxx, for full and adequate consideration as recited above, and on behalf of himself, his spouse, dependents, heirs, estate, executors, family members, assigns, agents and representatives, hereby agrees not to file a lawsuit or claim against any of the Released Parties in any court of the United States, any state or district thereof, or with any arbitration panel, concerning any claim, demand, issue or cause of action covered by this Agreement. This Agreement shall be a complete defense to any such lawsuit or claim. Notwithstanding any other language in this Agreement, the parties understand that this Agreement does not prohibit Xx. Xxxxxxxxxxx from: (i) filing an administrative charge of alleged employment discrimination under Title VII, the ADEA, the ADA or the EPA; (ii) filing an action to enforce the terms of this Agreement; or (iii) filing an action under the OWBPA, seeking to challenge the validity of Xx. Xxxxxxxxxxx’x release of claims under the ADEA provided; however, if this Agreement is found invalid under the OWBPA, the Released Parties shall retain any and all rights to offset, recoupment or restitution of benefits paid hereunder in accordance with applicable law. In addition, regarding Xx. Xxxxxxxxxxx’x right to file administrative charges under this Paragraph, Xx. Xxxxxxxxxxx expressly waives his right to and assigns to Inspire any monetary or other individual recovery, should any federal, state or local administrative agency pursue any claims on his behalf arising under out of or relating to his employment by, and/or separation from employment with any policyof the Released Parties. Xx. Xxxxxxxxxxx acknowledges that by signing this Agreement, he will have waived any right he may have had to bring a lawsuit or obtain an individual recovery in the event that an administrative agency were to pursue a claim against any of the Released Parties based on any conduct by any of them up to the date of Xx. Xxxxxxxxxxx’x execution of this Agreement, and that Xx. Xxxxxxxxxxx will have released and discharged the Released Parties of any and all claims of any nature arising up to the date he has executed this Agreement. (d) Xx. Xxxxxxxxxxx agrees, acknowledges and warrants that the consideration granted through this Agreement, including the change in his employment status and provision of a contract of employment to be terminated only “for cause” as set forth herein, is in excess of, and substantially greater than, any benefits, payments or other consideration to which he may be presently entitled from Inspire or any other Released Party, including, but not limited to, those arising: (i) pursuant to any express or implied agreement, contract, understanding or promisepolicy or practice, written and (ii) under any prior or oralcurrent agreements, formal representations, policies, practices or informalemployee benefit plans, between the Company or any other Releasee and Executivethat such consideration constitutes good and adequate consideration in exchange for his promises, covenants, waivers and releases herein contained.

General Release of Claims. ExecutiveIn consideration of the Company’s promises in this Agreement, for Employee, on Employee’s own behalf, and on behalf of Executive and ExecutiveEmployee’s family members, heirs, executors, administrators, successors successors, assigns, attorneys, and other personal representatives of whatever kind, RELEASES, REMISES, AND FOREVER DISCHARGES the Company, its predecessors, successors, and assigns, hereby voluntarilyas well as the past, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiariespresent, and affiliatesfuture parent, subsidiary, and affiliated companies and divisions of the Company, its predecessors, successors, and assigns, as well as each of their respective memberspast, present, and future owners, officers, directors, stockholdersshareholders, members, managers, partners, employees, agents, representatives and independent contractors, attorneys, and each of their respective subsidiariesinsurers, affiliatesthird-party administrators, estatesbenefit plans, predecessors, successorsassignees, and assigns any other representative of whatever kind or nature (each, individually, a “Releasee,” individually and in their official capacities) (all released entities and individuals are collectively referred to as the “ReleaseesReleased Parties”) from any and all rightsactions, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands costs, or liabilities expenses that Employee has or may have had against any of every kind whatsoever, in law or in equitythem, whether known or unknown, suspected based upon acts or unsuspected (collectively, “Claims”) which Executive omissions occurring on or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from before the beginning of time up to the date Executive moment Employee executes this Agreement with respect Agreement, including but not limited to (A) any such Claims relating in any way claims arising directly or indirectly out of or related to ExecutiveEmployee’s employment relationship with with, or separation of employment from, the Company or any other ReleaseeCompany. For the avoidance of doubt, the Released Parties also specifically include Xxxxxx Inc. and Xxxxxx Performance Products Inc. This release is intended by the Parties to be as broad in scope as possible under applicable law, and (B) thus covers all possible claims that are waivable by law, including but not limited to all claims that could be asserted in contract, in tort, under any such Claims arising state common law, under federal common law, under any state constitution, under the federal Constitution, or under any federal statute, state statute, local ordinance, or under any federal, state, or local regulation. Employee’s release specifically includes, without limitation, any and all claims against the Released Parties for discrimination and harassment based on race, color, sex, gender, national origin, ancestry, religion, disability, age, sexual orientation, gender identity, or any other protected category under federal, state statute or regulationlocal law. Employee also releases the Released Parties from any and all claims of retaliation, harassment or discrimination on account of all protected categories under applicable law, including, without limitation, age, race, color, sex, sexual orientation, marital status, disability, national origin, citizenship, veteran status and religion. Through this Agreement, Employee releases all claims against any of the Age Discrimination in Employment Act Released Parties that arises out of 1967or relates to any of the following statutes, as amended by from time to time: Title VII of the Older Workers Benefit Protection 1964 Civil Rights Act, Title VII Section 1981 of the Civil Rights Act of 19641866, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974, each as amended the Sarbanes Oxley Act, the Xxxx-Xxxxx Xxxx Street Reform and including Consumer Protection Act, the Immigration Reform Control Act, the National Labor Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act (FMLA), the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Uniformed Services Employment and Reemployment Rights Act, and the Employee Polygraph Protection Act. Further, Employee releases each of their respective implementing regulations and/or the Released Parties from any and all claims under Kentucky statutory or common law, or similar or related statutes of any other state or locality; and all other similar such statutes under federal, state, and/or local or foreign law (statutorylaw, regulatory or otherwise) that to the extent such claims may be legally waived. Employee also specifically releases each of the Released Parties from any claims based on public policy, contract, implied contract, misrepresentation, promissory estoppel, unjust enrichment, wrongful discharge, or other tort or common law. Further, through this Agreement, Employee releases the Released Parties from any and all claims arising out of or related to any employee handbooks, personnel manuals, or employment policies. Notwithstanding the foregoing, this release and this Agreement shall not affect (i) any rights or claims which by law cannot be waived and releasedby law or in a private agreement; (ii) claims arising out after the Effective Date of or this Agreement; (iii) claims related to the enforcement of this Agreement; (iv) claims relating to the termination validity of Executive’s employmentthe Age Discrimination in Employment Act (“ADEA”) waiver herein, but Employee agrees that he is not entitled to and will not accept any monetary relief whatsoever in the event he or anyone acting on his behalf successfully challenges the validity of the ADEA waiver set forth in this Agreement; (v) any rights or claims Employee may have to workers’ compensation or unemployment benefits; (vi) claims for accrued, vested benefits under any employee retirement plan of the Company or for reimbursement under any group health or disability plan in which Employee participated in accordance with the terms of such plans and applicable law; (vii) any claims or rights which Employee may have in connection with the Equity Grant Agreements between Employee and Xxxxxx Parent Holdings, LLC, the Equity Rollover Agreement between Employee and Xxxxxx Parent Holdings, LLC, or the Amended and Restated Limited Liability Company Agreement of Xxxxxx Parent Holdings, LLC; or (viii) any rights or claims that Employee may have to indemnification as an officer, director, or employee under the Company’s Certificate of Incorporation, By-Laws, insurance policies maintained by the Company, or other Company policies or practice relating to executives. a. this release is written in a manner understood by Employee; b. at or before the time Employee was given a copy of this release, Employee was informed (and is hereby informed) that Employee has up to twenty-one (21) calendar days following the date he received this release to consider it; c. prior to executing this release, Employee had the opportunity to consider this release for up to a full twenty-one (21) calendar days after Employee’s receipt thereof (although Employee may have chosen to execute it before twenty-one (21) calendar days after Employee’s receipt thereof); d. Employee has carefully read and fully understands all of the provisions of this release including the rights Employee is waiving and the terms and consequences of Employee’s execution of this release; e. Employee does not waive any rights arising after the date on which he signs this Agreement; f. Employee has received valuable consideration in exchange for the release in addition to amounts Employee is already entitled to receive; g. Employee knowingly, voluntarily and in good faith agrees to all of the terms set forth in this release; h. Employee knowingly, voluntarily and in good faith intends to be legally bound by this release and to waive the rights identified herein; i. Employee has been advised (and hereby is advised) to consult with an attorney prior to executing this release; and j. prior to executing this release, Employee was informed (and hereby is informed) in writing that: (i) Employee has seven (7) days following the date on which Employee executes this release in which to revoke this release, (ii) this release will become effective, enforceable and irrevocable on the eighth calendar day (the “Effective Date”) after Employee executes this release, unless the Company receives Employee’s written revocation on or before the close of business on the seventh day after Employee executes this release, and (iii) arising under if Employee revokes this release, it will not become effective or relating enforceable, and Employee will not receive any of the consideration set forth in the Agreement. Employee’s written revocation of this release pursuant to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivethis paragraph must be sent via email to Xxxxxxx Xxxxxx at xxxxxxxxxxxxx@xxxxxx.xxx.

General Release of Claims. Executive(a) Except for claims “carved-out” in Paragraph 5(c) below, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge expressly waives any claims against the Company and all of releases the Company including the Company’s predecessor, successor, parent, subsidiary and affiliated entities, as well as its past and present parentstheir officers, subsidiaries, and affiliates, each of their respective members, officersemployees, directors, stockholders, partners, employeesmanagers, agents, representatives representatives, attorneys and attorneysassigns, past and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns present (each, individually, a “Releasee,” collectively 3 referred to herein as the “Company Releasees”) from any and all rights, claims, chargesdemands, actions, and causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities action of every kind whatsoever, in law or in equityand nature, whether known or unknown, suspected or unsuspected unsuspected, fixed or contingent, that Executive now owns or holds or at any time may have held or owned against the Company Releasees or any of them, arising out of or in any way related to any transaction, agreement, occurrence, act, or omission whatsoever occurring, existing, or omitted at any time before the date hereof (collectively, collectively “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation), including, without limitation, any Claims: (i) Arising out of or in any way connected with Executive’s employment with the Age Discrimination Company (including, without limitation, any claims for wages, severance pay, bonuses, employment benefits whether related to the Company’s policies or welfare benefit plans, or damages of any kind whatsoever) and the termination thereof; (ii) Arising out of or in Employment Act any way related to any employment agreement or any other contracts, express or implied, any covenant of 1967good faith and fair dealings, as amended by express or implied, any theory of wrongful discharge, or any legal restriction on the Older Workers Benefit Protection ActCompany’s right to terminate employees; (iii) Arising out of or in any way related to any federal, state, or other governmental statute or ordinance or wage order, including, without limitation, Title VII of the Civil Rights Act of 1964, the Federal Age Discrimination in Employment Act of 1967, as amended, the Equal Pay Act, as amended, the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990, and/or to the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or extent waivable any other federal, state, state or local or foreign law (statutorystatutory or decisional), regulatory regulation, or otherwiseordinance, or any other legal limitation on the employment relationship including but not limited to any claims arising out of any federal, state or local statutes, orders or regulations prohibiting discrimination on account of race, color, creed or religion, sex, sexual harassment, national origin, age, handicap or disability, marital status, height, weight, pregnancy, or sexual preference or orientation thereof, retaliation; (iv) that may be legally waived Arising out of common law, whether sounding in contract or in tort, including, but not limited to, causes of action for wrongful discharge, quantum meruit, negligence, infliction of emotional distress, defamation, misrepresentation, fraud, conspiracy, invasion of privacy, interference with business advantage, interference with prospective economic advantage, interference with contractual relationship, failure to pay compensation of any kind, and/or failure to pay equal compensation for equal work. (b) Executive further understands and releasedacknowledges that: (i) This Agreement constitutes a voluntary waiver of any and all rights and claims Executive has against the Company Releasees as of the date of the execution of this Agreement, including rights or claims arising under the Age Discrimination in Employment Act; (ii) arising out Executive has waived rights or claims pursuant to this Agreement in exchange for consideration, the value of which exceeds the payment or relating remuneration to which he was already entitled; (iii) Executive is hereby advised that he may consult with an attorney of his choosing concerning this Agreement prior to executing it; (iv) Executive has been afforded a period of at least 21 days to consider the termination terms of this Agreement, and in the event he should decide to execute this Agreement in fewer than 21 4 days, he has done so with the express understanding that he has been given and declined the opportunity to consider this Agreement for a full 21 days; (v) Executive agrees that material and/or immaterial changes to this Agreement made by any party after the date Executive was given this Agreement do not affect or restart the running of the twenty-one (21) day period and Executive agrees to waive any such claim that a material and/or immaterial change to this Agreement extended the applicable running time period; and (vi) Executive may revoke this Agreement at any time during the seven (7) days following the date of execution of this Agreement, and this Agreement shall not become effective or enforceable until such revocation period has expired (the “Effective Date”). Executive understands that his revocation under this Paragraph 5(b) of the Agreement constitutes rejection of the entire Severance amount, all Benefit Payments and equity vesting pursuant to Paragraph 2(b). (c) This Agreement does not release (i) claims that cannot be released as a matter of law; (ii) claims that relate to events which may occur after execution of this Agreement; (iii) claims for the exclusive purpose of enforcing Executive’s rights under this Agreement; (iv) any claim or right held by Executive (whether as an officer, director, stockholder or in any other capacity) for coverage under the Company’s D&O policies or any similar coverage or protection or rights to indemnification provided under contract, the Company’s policies or the organizational documents of the Company (the “Indemnity Arrangements”); (v) any right to receive a reward for the provision of information to any governmental authority; or (vi) any right to compensation on account of Executive’s employment; or service as a non-employee director after the Termination Date. This Agreement shall not prohibit Executive from challenging the validity of the release of ADEA claims by seeking assistance from the Equal Employment Opportunity Commission (iii“EEOC”) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivegovernment agency. This Agreement shall not preclude Executive from filing a charge with, or cooperating in an investigation by, any government administrative agency with respect to any other right waived herein, provided that Executive does not seek any damages, remedies, or other relief from the Company for himself personally, which Executive covenants not to do.

General Release of Claims. Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assignsassigns (the “Releasors”), hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising , from the beginning of time up to the date Executive executes this Agreement with respect to (Ai)(A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute statute, ordinance, or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection ActAct (the “ADEA”), Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the District of Columbia Human Rights Act, the District of Columbia Family and Medical Leave Act, the District of Columbia Accrued Sick and Safe Leave Act, the Florida Civil Rights Act (§§ 760.01 to 760.11, Fla. Stat.), the Florida Whistleblower Protection Act (§§ 448.101 to 448.105, Fla. Stat.), the Florida Workers' Compensation Retaliation provision (§ 440.205, Fla. Stat.), the Florida Minimum Wage Act (§ 448.110, Fla. Stat.), Article X, Section 24 of the Florida Constitution (Fla. Const. art. X, § 24) and the Florida Fair Housing Act (§§ 760.20 to 760.37, Fla. Stat.), each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.

General Release of Claims. ExecutiveFor valuable consideration, for the receipt and on behalf adequacy of Executive and Executive’s heirswhich are hereby acknowledged, executors, administrators, successors and assigns, the undersigned does hereby voluntarily, knowingly and willingly release and forever discharge the Company “Releasees” hereunder, consisting of Opnext, Inc. and all each of its past and present parentspartners, associates, affiliates, subsidiaries, and affiliatessuccessors, each of their respective membersheirs, assigns, agents, directors, officers, directors, stockholders, partners, employees, agentsshareholders, representatives and attorneysrepresentatives, lawyers, accountants, insurers, and each all persons acting by, through, under or in concert with them, or any of their respective subsidiariesthem, affiliates, estates, predecessors, successors, of and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, manner of action or actions, cause or causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, suspected fixed or unsuspected contingent (collectively, hereinafter called “Claims”) ), which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, the undersigned now has or may hereafter claim to have against the Releasees, or any of them, by reason of any matter, cause cause, or thing whatsoever: (i) arising whatsoever from the beginning of time up to the date Executive executes this Agreement with respect to (A) hereof. The Claims released herein include, without limiting the generality of the foregoing, any such Claims relating in any way arising out of, based upon, or related to Executive’s the employment relationship with or termination from employment of the Company undersigned by the Releasees, or any of them; any Claim for benefits under any stock option or other Releasee, equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Releasees’ right to terminate the employment of the undersigned; and (B) any such Claims arising under alleged violation of any federal, state or local or state statute or regulation, ordinance including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans with With Disabilities Act Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this Release shall not operate to release any Claims which the undersigned may have to payments or benefits under Section 10, 11 or 13 of that certain Second Amended and Restated Employment Agreement, dated as of August [_____], 2011, by and between Opnext, Inc. and the undersigned. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release of Claims. ExecutiveFor valuable consideration, for the receipt and on behalf adequacy of Executive and Executive’s heirswhich are hereby acknowledged, executors, administrators, successors and assigns, the undersigned does hereby voluntarily, knowingly and willingly release and forever discharge the Company “Releasees” hereunder, consisting of Opnext, Inc. and all each of its past and present parentspartners, associates, affiliates, subsidiaries, and affiliatessuccessors, each of their respective membersheirs, assigns, agents, directors, officers, directors, stockholders, partners, employees, agentsshareholders, representatives and attorneysrepresentatives, lawyers, accountants, insurers, and each all persons acting by, through, under or in concert with them, or any of their respective subsidiariesthem, affiliates, estates, predecessors, successors, of and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, manner of action or actions, cause or causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, suspected fixed or unsuspected contingent (collectively, hereinafter called “Claims”) ), which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, the undersigned now has or may hereafter claim to have against the Releasees, or any of them, by reason of any matter, cause cause, or thing whatsoever: (i) arising whatsoever from the beginning of time up to the date Executive executes this Agreement with respect to (A) hereof. The Claims released herein include, without limiting the generality of the foregoing, any such Claims relating in any way arising out of, based upon, or related to Executive’s the employment relationship with or termination from employment of the Company undersigned by the Releasees, or any of them; any Claim for benefits under any stock option or other Releasee, equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Releasees’ right to terminate the employment of the undersigned; and (B) any such Claims arising under alleged violation of any federal, state or local or state statute or regulation, ordinance including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans with With Disabilities Act Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this Release shall not operate to release any Claims which the undersigned may have to payments or benefits under Section 11 of that certain Employment Agreement, dated as of December 31, 2008, by and between Opnext, Inc. and the undersigned. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release of Claims. Executivea. You fully waive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholdersemployees, partners, employeesassigns, agents, representatives plans and attorneysplan trustees, independent contractors, stockholders, attorneys and each of their respective subsidiariesrepresentatives, affiliates, estates, predecessors, successors, jointly and assigns individually (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) ), from any and all rights, claims, chargesmanner of suits, actions, or causes of action, complaintsincluding any claim for attorneys’ fees or costs, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equityexisting at the time you sign this Agreement, whether currently known or unknownunknown to you, suspected under any possible legal, equitable, contract, tort or unsuspected (collectivelystatutory theory. To the greatest extent permitted by applicable law, “Claims”) which Executive this General Release of Claims includes, but is not limited to, claims arising out of or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way related to Executive’s your employment relationship with and/or separation from employment, such as, by way of example only, claims under the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the federal Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, Section 1981 of Title 42 of the United States Code, ERISA, the Americans with With Disabilities Act, the Rehabilitation Act of 19901973, the Employee Retirement Income Security Worker Adjustment and Retraining Notification Act, the federal Family and Medical Leave Act of 1974(FMLA), each as amended the federal Equal Pay Act, and including each of their respective implementing regulations and/or any other federal, statestate or local statute, local ordinance, executive order, regulation, including without limitation any amendments thereto, or foreign law (statutoryany other legal theory. b. You acknowledge and agree that included in your General Release of Claims are any and all claims that have been, regulatory or otherwise) that may be legally waived asserted by you or by any other person or entity on your behalf in any class or collective action relating to your employment and/or the termination of your employment with the Company. Accordingly, (i) you waive any right to become, and releasedpromise not to consent to become, a member of any class in a case in which claims are asserted against the Released Parties that are related in any way to your employment with or termination from the Company, and that involve events which have occurred as of the date you sign this Agreement; and (ii) you waive any and all rights you might otherwise have to receive notice of any class or collective action. In the event that you are included or identified as a member or potential member of a class in any proceeding, you agree to opt out of the class at the first opportunity afforded to you after learning of your inclusion. In this regard, you agree that you will execute, without objection or delay, an “opt-out” form presented to you in connection with such proceeding. c. You agree that should any person or entity file or cause to be filed any civil action, suit, arbitration, or legal proceeding (with the exception of the EEOC and similar state agency charges of discrimination as described below) seeking equitable or monetary relief in connection with any aspect of your employment relationship with the Company, you will take all necessary actions to withdraw from such action and/or have it dismissed with prejudice as it relates to you personally, and you will agree not to voluntarily participate or cooperate in such matter(s) unless required by law. If you are unable to preclude a charge or claim on your behalf, you agree that you will not seek or accept any personal relief, including but not limited to an award of monetary damages or reinstatement to employment, in connection with such a charge or claims. Nothing in this Agreement waives or releases your right to receive a monetary award from the U.S. Securities and Exchange Commission (“SEC”) or any other government-maintained whistleblower program. d. You expressly agree that the General Release of Claims will extend and apply to all claims, injuries and damages you may have against the Company or any Released Parties at the time you sign the Agreement, regardless of whether you are aware of or suspect such claims at the time you sign, except as stated in the paragraph below. e. You agree that the above paragraphs shall release the Company from liability to the fullest extent permitted by law and only to the extent permitted by law. You acknowledge that the General Release of Claims does not prohibit the following rights or claims: (i) claims that first arise after the date you sign this Agreement or which arise out of or in connection with the interpretation or enforcement of this Agreement itself; (ii) arising out of your right to file a charge or relating complaint with the EEOC or similar federal or state agency, or your ability to the termination of Executive’s employmentparticipate in any investigation or proceeding conducted by such agency; or (iii) arising under any rights or relating claims, whether specified above or not, that cannot be waived as a matter of law pursuant to federal, state or local statute. If it is determined that any policyclaim covered by this General Release of Claims cannot be waived as a matter of law, agreementyou expressly agree that the General Release of Claims will nevertheless remain valid and fully enforceable as to the remaining released claims. As set forth above, understanding nothing in this waives or promise, written or oral, formal or informal, between releases your right to receive a monetary award from the Company SEC or any other Releasee government-maintained whistleblower program. f. You agree that you have been properly paid for all hours worked, you have not suffered any on-the-job injury for which you have not already filed a claim, and Executiveyou have been properly provided any leaves of absence because of your own health condition or a family member’s health condition. g. You acknowledge that as an employee of the Company it has been your obligation to advise the Company completely and candidly of all facts of which you are aware that constitute or might constitute violations of the Company’s ethical standards or legal or regulatory obligations. You represent and warrant that you are not aware of any such facts or that you have previously advised the Company about any such facts. Nothing in this Agreement prohibits you from reporting possible violations of federal or state law or regulations to any governmental agency or entity or self-regulatory institution, including but not limited to the EEOC, the NLRB, the Department of Justice, the SEC, Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Prior authorization of the Company shall not be required to make any such reports or disclosures and no employee is required to notify the Company that he or she has made such reports or disclosures.

General Release of Claims. ExecutiveIn consideration for the Severance Benefits specified in Section 2 above and the other promises made herein, for which you acknowledge are not otherwise owed to you, you understand and agree that you are knowingly and voluntarily releasing, waiving and forever discharging, to the fullest extent permitted by law, on your own behalf and on behalf of Executive and Executive’s your agents, assignees, attorneys, heirs, executors, administrators, successors administrators and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns anyone else claiming by or through you (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleasors”) ): the Company, and its parents, affiliates, subsidiaries and members, predecessors, successors or assigns, including but not limited to Light & Wonder, Inc., and any of its or their past or present parents, affiliates, subsidiaries and members, predecessors, successors or assigns; and any of its or their past or present shareholders; and any of its or their past or present directors, executives, members, officers, insurers, attorneys, employees, consultants, agents, both individually and in their business capacities, and employee benefits plans and trustees, fiduciaries, and administrators of those plans (collectively referred to as the “Released Parties”), of and from any and all rightsclaims under local, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands state or liabilities of every kind whatsoever, in law or in equityfederal law, whether known or unknown, suspected or unsuspected (collectivelyasserted and unasserted, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has that you and/or the other Releasors have or may hereafter claim have against Released Parties as of the day you sign this Agreement, including but not limited to have by reason of any matter, cause all matters relating to or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s arising out of any aspect of your employment relationship with the Company or Light & Wonder, Inc., separation from employment with the Company, or your treatment by the Company while in the Company’s employ, all claims under any other Releaseeapplicable law, and all other claims, charges, complaints, liens, demands, causes of action, obligations, damages (Bincluding punitive or exemplary damages), liabilities or the like (including without limitation attorneys’ fees and costs) any such (collectively “Claims”), including but not limited to all Claims arising under any federal, local or state statute or regulationfor: (a) salary and other wages, including, without limitationbut not limited to, overtime if applicable, incentive compensation and other bonuses, severance pay, paid time off or any benefits under the Age Discrimination in Employment Employee Retirement Income Security Act of 19671974, as amended amended, or any other applicable local, state or federal law; (b) discrimination, harassment or retaliation based upon race, color, national origin, ancestry, religion, marital status, sex, sexual orientation, citizenship status, pregnancy or any pregnancy related disability, family status, leave of absence (including but not limited to the Family Medical Leave Act or any other federal, state or local leave laws), handicap (including but not limited to The Rehabilitation Act of 1973), medical condition or disability, or any other characteristic covered by the Older Workers Benefit Protection Act, law under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, as amended, Sections 1981 through 1988 of the Civil Rights Act of 19901866, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, or local law prohibiting discrimination in employment, the Worker Adjustment and Retraining Notification Act, or foreign any other federal, state or local law concerning plant shutdowns, mass layoffs, reductions in force or other business restructuring; (statutoryc) discrimination, regulatory harassment or otherwiseretaliation based upon age under the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act of 1990 and as further amended (the “ADEA”), or under any other federal, state, or local law prohibiting age discrimination; (d) breach of implied or express contract (whether written or oral), breach of promise, misrepresentation, fraud, estoppel, waiver or breach of any covenant of good faith and fair dealing, including without limitation breach of any express or implied covenants of any employment agreement that may be legally waived and releasedapplicable to you; (e) defamation, negligence, infliction of emotional distress, violation of public policy, wrongful or constructive discharge, or any employment-related tort recognized under any applicable local, state, or federal law; (f) any violation of any Fair Employment Practices Act, Equal Rights Act; (ii) arising out of or relating to the termination of Executive’s employmentCivil Rights Act; Minimum Fair Wages Act; Equal Pay Act; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company Payment of Wages Act; or any other Releasee comparable federal, state or local law; (g) any violation of the Immigration Reform and ExecutiveControl Act, or any comparable federal, state or local law; (h) any violation of the Fair Credit Reporting Act, or any comparable federal, state or local law; (i) any violation of the Family and Medical Leave Act; (j) any violation of the Nevada Fair Employment Practices Act (Nev. Rev. Stat. §613.310 et seq.), any Nevada wage and hour law (Nev. Rev. Stat. §608.016 et seq.), or any comparable federal, state or local law and any violation of any comparable statute, regulation, or law of any country or nation; (k) any violation of the Discrimination or Retaliation Claims (NOT Benefit Claims) under New York Workers’ Compensation Law, N.Y. Work. Comp. § 9, et seq.; New York Constitution, N.Y.

General Release of Claims. ExecutiveIn consideration of the benefits set forth in the Transition and Consulting Agreement, dated July 26, 2022 between the undersigned, Digital Realty Trust, Inc., and DLR LLC (“Agreement”), and for other valuable consideration, the receipt and on behalf adequacy of Executive and Executive’s heirswhich are hereby acknowledged, executors, administrators, successors and assigns, the undersigned does hereby voluntarily, knowingly and willingly release and forever discharge the Company and all “Releasees” hereunder, consisting of its past and present parentsDigital Realty Trust, subsidiariesInc., a Maryland corporation, Digital Realty Trust, L.P., a Maryland limited partnership, and affiliatesDLR LLC, a Maryland limited liability company (collectively, the “Company”), each of their respective memberssubsidiaries and affiliates, officersand, directorsin their capacity as such, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, partners, directors, officers, employees, attorneys, contractors, assurers, assigns and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) agents of and from any and all rights, claims, charges, manner of action or actions, cause or causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees, or expenses, of any nature whatsoever, known or unknown, suspected fixed or unsuspected contingent (collectively, hereinafter called “Claims”) ), which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, the undersigned now has or may hereafter claim to have against the Releasees, or any of them, by reason of any matter, cause cause, or thing whatsoever: (i) arising whatsoever from the beginning of time up to the date Executive executes this Agreement with respect to (A) hereof. The Claims released herein include, without limiting the generality of the foregoing, any such Claims relating in any way arising out of, based upon, or related to Executive’s the service relationship, employment, or termination of service or employment relationship with of the Company undersigned; any alleged breach of any express or implied contract of employment or other service; any alleged torts or other Releasee, alleged legal restrictions on the Releasees’ rights to terminate the employment or other service of the undersigned; and (B) any such Claims arising under alleged violation of any federal, state, or local or state statute or regulation, ordinance including, without limitation, the Age Discrimination in Employment Act of 1967Act, as amended by the Older Workers Benefit Protection Actamended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq.; the False Claims Act, as amended, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Fair Labor Standards Act, as amended, 29 U.S.C. § 215 et seq.; the Xxxxxxxx-Xxxxx Act of 19742002; the Worker Adjustment Notification and Retaining Act; the California Labor Code (e.g., each Sections 132a, 4553 et seq.); the California Fair Employment and Housing Act, as amended amended; the California Family Rights Act, as amended; the California Worker Adjustment Notification and including each of their respective implementing regulations and/or any Retraining Act; and all other federal, state, and local employment and civil rights laws. Notwithstanding the foregoing, this Release shall not be construed in any way to operate to release any rights or foreign law Claims of the undersigned (statutoryi) to payments and benefits under the Agreement, regulatory or otherwise) that may be legally waived and released; (ii) arising out of to payments or relating to benefits under any agreement between the termination of Executive’s employment; undersigned and the Company evidencing outstanding stock options, profits interest units, or other equity-based awards in the Company held by the undersigned, (iii) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract, or agreement with the Company, (iv) for indemnification and/or advancement of expenses, arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation, or other similar governing document of the Company, (v) to any rights or benefits that may not be waived pursuant to applicable law, including, without limitation, any right to unemployment insurance benefits, or (vi) to bring to the attention of the ​ US-DOCS\102937527.1 ​ Equal Employment Opportunity or California Department of Fair Employment and Housing claims of discrimination, harassment, or retaliation, or (vii) to communicate directly with, cooperate with or provide information to, any federal, state, or local government regulator; provided, however, that the undersigned does release the undersigned’s right to secure damages for any alleged discriminatory, harassing, or retaliatory treatment (except that nothing in this Release shall be interpreted to prohibit or prevent the undersigned from recovering an award for filing or participating in any whistleblower complaint filed with the Securities and Exchange Commission or providing information to any other Releasee government agency). THE UNDERSIGNED ACKNOWLEDGES THAT THEY HAVE BEEN ADVISED TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO ACCEPTING THIS RELEASE AND HAVE BEEN, OR HAVE HAD THE OPPORTUNITY TO BE, ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN CONNECTION WITH SUCH WAIVER AND RELINQUISHMENT, THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT HE MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO, OR DIFFERENT FROM, THOSE WHICH HE NOW KNOWS OR BELIEVES TO EXIST, BUT THAT HE EXPRESSLY AGREES TO FULLY, FINALLY, AND FOREVER SETTLE AND RELEASE ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHICH EXIST OR MAY EXIST ON HIS BEHALF AGAINST THE COMPANY AND/OR RELEASEES AT THE TIME OF EXECUTION OF THIS RELEASE. This Release is intended to satisfy the requirements of the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f). Undersigned acknowledges and Executiveagrees that (a) Undersigned has read and understands the terms of this Release; (b) Undersigned has been given twenty-one (21) days to consider whether or not to enter into this Release (although Undersigned may elect not to use the full 21-day period at Undersigned’s option); and (c) by signing this Release, Undersigned specifically acknowledges and agrees that Undersigned knowingly and voluntarily waives all rights or claims arising under the Age Discrimination in Employment Act of 1967. This Release does not waive or release any rights or claims that Undersigned may have under the Age Discrimination in Employment Act that arise after the execution of this Release. ​ ​ ​ Undersigned may revoke Undersigned’s acceptance of this Release within seven (7) calendar days after the date Undersigned signs it. Undersigned’s revocation must be in writing and received by Xxxxxxx Xxx, EVP, General Counsel at xxxx@xxxxxxxxxxxxx.xxx, or 0000 Xxxxxxxxx Xxxxxxx, Xxxxxxxx 0, Xxxxx 000, Xxxxxx, XX 00000, before the eighth day (from Undersigned’s date of execution of this Release) in order to be effective (“Revocation Period”). If mailed, the revocation must be properly addressed to the above addressee and postmarked no later than the last day of the Revocation Period. If Undersigned does not revoke acceptance of this Release within the Revocation Period, Undersigned’s acceptance of this Release shall become binding and enforceable on the eighth day (“Effective Date”).

General Release of Claims. Executive(a) In consideration for UFood’s assumption of its obligations hereunder, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly you voluntarily release and forever discharge the Company UFood, and all of its past and present parentsaffiliates, subsidiaries, predecessors and affiliatessuccessors, each of their respective membersand the current and former partners, officers, directors, stockholders, partnersshareholders, employees, agents, representatives and attorneys, and agents of each of their respective subsidiaries, affiliates, estates, predecessors, successors, the foregoing (any and assigns (each, individually, a “Releasee,” collectively all of which are referred to as the “ReleaseesUFood Parties”) generally from any and all rightscharges, complaints, claims, chargespromises, actionsagreements, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities and debts of every kind any nature whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected unknown (collectively, “Claims”) which Executive or Executive’s heirs), executorswhich, administratorsas of the date of this Agreement, successors or assigns you have, claim to have, ever had, now has or may hereafter claim ever claimed to have had against any of the UFood Parties. This General Release of Claims includes, without limitation, all Claims related to your employment or your separation from employment with UFood, the compensation provided to you by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other ReleaseeUFood, and (B) any such Claims arising under any federal, local or state statute or regulationyour activities on behalf of UFood, including, without limitation, any Claims of wrongful discharge, breach of contract, breach of an implied covenant of good faith and fair dealing, tortious interference with advantageous relations, any intentional or negligent misrepresentation, and unlawful discrimination or retaliation under the Age Discrimination common law or any statute (including, without limitation, Chapter 151B of the M.G.L.). You hereby acknowledge and agree that the termination of your employment on the Separation Date as contemplated herein shall not give rise to any actionable claims, and such termination is expressly encompassed within the General Release of Claims covered in Employment Act this paragraph 7. Nothing in this General Release of 1967Claims shall be construed to bar or limit your right to enforce the terms of this Agreement or your right to indemnification under the charter and by-laws of UFood for periods during which you were employed by, or a director of, UFood. (b) In consideration for the issuance of the release by you in subparagraph (a) above, UFood, on behalf of itself and the other UFood Parties hereby release and discharge you generally from all Claims which, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act date of 1964this Agreement, we or any of the Americans with Disabilities Act of 1990other UFood Parties have, the Employee Retirement Income Security Act of 1974claim to have, each as amended and ever had, or ever claimed to have had against you, including each of their respective implementing regulations and/or but not limited to any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) claims arising out of the employment of you by the UFood Parties, or relating the events, facts or circumstances alleged in the notice, dated December 30, 2008, delivered to you by UFood with reference to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and ExecutiveEmployment Agreement.

General Release of Claims. ExecutiveIn consideration for the payments and benefits paid to you under Section 5(c), for (d) and on behalf (e) of Executive the Amended and Executive’s heirsRestated Employment Agreement between you and Syncora Holdings Ltd. (the “Company”), executorsdated August 28, administrators2008 (the “Agreement”) , successors and assigns, you hereby voluntarily, knowingly and willingly release and forever discharge the Company Company, and any and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, assigns, and assigns their respective officers, directors, administrators and employees (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) of and from any and all rightsactions, claims, chargesliabilities, actions, demands and causes of action, complaintsknown or unknown, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands fixed or liabilities of every kind whatsoevercontingent, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim included but not limited to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims those arising under any federalthe Civil Rights Act of 1964, local or state statute or regulation, including, without limitationthe Reconstruction Era Civil Rights Act, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 19901967 (“ADEA”), the Employee Retirement Income Security Act of 1974, each The Americans with Disabilities Act, The Family and Medical Leave Act of 1993, The New York State Human Rights Law Section 196 ET SEQ., the New York City Administrative Code, as amended amended, and including each of their respective implementing regulations and/or any and all other federal, state, and local laws, rules and regulations prohibiting, without limitation, discrimination in employment, tortuous or foreign law wrongful discharge, breach of an express or implied contract, breach of a covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, defamation, misrepresentation or fraud, which you ever had, now have or hereafter can, shall or may have for, upon or by reason of any matter, cause or thing, up to and including the day on which you sign this Agreement (statutorythe “Claims”); provided, regulatory however, that you are not thereby waiving or otherwisereleasing, and this General Release of Claims does not waive or release, (a) that may be legally waived any rights under the Agreement, (b) any right to any vested or accrued benefits (except as set forth in the Agreement) or to claim benefits under employee benefit plans (including welfare plans), (c) any right of indemnification (including, without limitation, indemnification, legal defense and released; (ii) arising out related rights under the Agreement or the Company’s certificate of incorporation, by-laws or relating to the termination of Executive’s employment; other such organic documents), or (iiid) arising any rights under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee directors and Executiveofficers’ liability insurance policies.

General Release of Claims. ExecutiveBased on the consideration provided to Employee in this Agreement, for the Releasing Parties irrevocably and on behalf of Executive and Executive’s heirsunconditionally release, executorswaive, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) Released Parties from any and all rights, claims, chargesdemands, actions, causes of action, complaintscosts, sums of moneyexpenses, suitsattorneys’ fees, debts, covenants, contracts, promises, obligations, damages, demands or damages and liabilities of every any kind whatsoever, in law or in equitycharacter, whether known or unknown, suspected asserted or unsuspected unasserted, fixed or contingent, or liquidated or unliquidated, which Employee has, had, or may ever have against any of the Released Parties arising out of, related to, or in connection with any facts or events occurring on or before the date that Employee executes this Agreement (collectively, the “Claims”) which Executive or Executive’s heirsincluding, executorsbut not limited to, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating arising out of or in any way related to ExecutiveEmployee’s employment relationship with the Company or any of the other ReleaseeReleased Parties or the termination of such employment. This release includes, and but is not limited to, the following Claims: (Bi) any such Claims law or equity claims; (ii) contract (express or implied) claims; (iii) tort claims (including, without limitation, claims for defamation, battery, assault, intentional infliction of emotional distress, or negligence); (iv) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, ancestry, disability, religion, veteran or state statute military status, sexual orientation, or regulationany other form of discrimination, harassment, hostile work environment, or retaliation (including, without limitation, the Age Discrimination in Employment Act of 1967Act, as amended by the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Americans with Disabilities Act Amendments Act of 2008, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Civil Rights Act of 19901991, the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. Section 1981, the Rehabilitation Act, the Pregnancy Discrimination Act, the Family and Medical Leave Act, the Genetic Information and Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Employee Polygraph Protection Act, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, Section 1558 of the Patient Protection and Affordable Care Act of 2010, the Consolidated Omnibus Budget Reconciliation Act of 1985, the National Labor Relations Act, the Fair Credit Reporting Act, the Labor Management Relations Act, Chapter 21 of the Texas Labor Code, or any other federal, state, or local laws or ordinances of any jurisdiction); (v) claims under any other federal, state, local, municipal, or common law whistleblower protection, discrimination, wrongful discharge, anti-harassment, or anti-retaliation statute or ordinance; (vi) claims arising under the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal(“ERISA”), state, local or foreign law (statutory, regulatory or otherwise) that except such rights as may be legally waived and releasedvested under any retirement plan sponsored by the Company; (iivii) arising out of or relating claims for compensation pursuant to the termination of Executive’s employmentLetter Agreement and/or the CICP; or (iiiviii) arising under any other statutory or relating common law claims related to any policy, agreement, understanding Employee’s employment or promise, written or oral, formal or informal, between separation from employment with the Company or any of the other Releasee Released Parties. This Agreement is a full and Executivefinal general release by Employee of all Claims that arise wholly or in part from any act or omission occurring before this Agreement is signed by Employee. Employee confirms that this Agreement was neither procured by fraud nor signed under duress or coercion. Further, Employee waives and releases the Company and each of the other Released Parties from any Claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. Employee understands and agrees that (except as otherwise specified in this Agreement) by signing this Agreement, Employee is giving up the right to pursue any legal Claims released herein that Employee may currently have against the Company or any of the other Released Parties, whether or not Employee is aware of such Claims, and specifically agrees and covenants not to bring any legal action for any Claims released herein. The only Claims that are excluded from this Agreement are (i) Claims arising after the date Employee signs this Agreement, if any, including any future Claims relating to the Company’s performance of its obligations hereunder, (ii) any claim for unemployment compensation, (iii) any claim for workers’ compensation benefits, (iv) any vested, future benefits which Employee is entitled to receive under any Company “employee benefit plan,” within the meaning of Section 3(3) of ERISA, and the regulations promulgated thereunder; (v) indemnification or payment under any applicable directors and officers liability insurance policy, applicable state and federal law, and the Company’s by-laws, certificate of formation, or other agreement, (vi) any vested interest Employee may have in any 401(k) plan by virtue of Employee’s employment with the Company; and (vii) any rights Employee may have under any equity award agreement with respect to any vested equity awards thereunder.

General Release of Claims. (a) The Executive, for and on behalf of Executive himself and Executive’s his executors, heirs, executors, administrators, successors representatives and assigns, hereby voluntarily, knowingly and willingly 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 its their past and present parentsinvestors, subsidiariesdirectors, and affiliates, each of their respective membersshareholders, officers, directors, stockholders, general or limited partners, employees, agents, representatives and attorneys, agents and each of their respective subsidiaries, affiliates, estates, predecessors, successorsrepresentatives, and assigns employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company (each, individually, a “Releasee,” collectively referred to as the “ReleaseesCompany Parties”) ), from any and all rights, claims, chargesdebts, actionsdemands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, sums of moneyobligations, promises, agreements, controversies, suits, debtsexpenses, covenantscompensation, contracts, promises, obligations, damages, demands or liabilities responsibility and liability of every kind whatsoeverand character whatsoever (including attorneys’ fees and costs), whether in law or in equity, whether known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”) ), which the Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim have had against such entities based on any events or circumstances arising or occurring on or prior to have the date hereof or on or prior to the Resignation Date, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever the Executive's employment by reason the Company or the separation thereof, and 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, claims of any matterkind that may be brought in any court or administrative agency, cause any claims arising under Title VII of the Civil Rights Act; the Civil Rights Act of 1866; the Xxxxxxxx-Xxxxx Act; the Age Discrimination in Employment Act; the Equal Pay Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act; the Americans with Disabilities Act; the Family Medical Leave Act; and/or any other local, state or thing whatsoever: federal law governing discrimination in employment and/or the payment of wages and benefits; and claims arising under the SVP Continuity Agreement entered into between the Company and the Executive. Notwithstanding the generality of the foregoing, the Executive does not release the following claims and rights: (i) arising Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims to continued participation in certain of the Company's group benefit plans pursuant to the terms and conditions of the federal law known as COBRA; (iii) The Executive’s right to file a charge with any state or federal agency; provided, however, that the Executive does release his right to secure any damages for the conduct alleged in such charge; and (iv) The Executive’s rights under this Agreement, his rights as a shareholder, and his right to indemnification from the beginning of time up Company pursuant to the date Company’s Certificate of Incorporation, its Bylaws, the General Corporation Law of the State of Delaware, any applicable statute or common law, any applicable insurance policy, and the terms of the Indemnification Agreement attached as Exhibit A hereto. (b) In accordance with the Older Workers Benefit Protection Act of 1990, the Executive executes acknowledges that he is aware of the following: (i) This Section 7, and this Agreement with respect are written in a manner calculated to be understood by the Executive. (Aii) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, The waiver and (B) any such Claims arising release of claims under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local contained in this Agreement does not cover rights or foreign law (statutory, regulatory or otherwise) claims that may be legally waived and released; (ii) arising out of or relating to arise after the termination of Executive’s employment; or date on which the Executive signs this Agreement. (iii) arising under This Agreement provides for consideration in addition to anything of value to which the Executive is already entitled. (iv) The Executive has been advised to consult an attorney before signing this Agreement. (v) The Executive has been granted forty-five (45) days after he is presented with this Agreement to decide whether or relating not to any policysign this Agreement. If the Executive executes this Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the consideration period. (vi) The Executive has the right to revoke this Agreement within seven (7) days of signing it. In the event this Agreement is revoked, it will be null and void in its entirety, and the Executive will not receive the benefits of this Agreement, except for the payment of accrued wages, unused vacation, and unreimbursed business expenses as of the Resignation Date. If the Executive wishes to revoke this agreement, understanding he must deliver written notice stating that intent to revoke, in accordance with the notice provisions of Section 14, on or promise, written or oral, formal or informal, between before 5:00 p.m. on the Company or any other Releasee and Executiveseventh (7th) day after the date on which the Executive signs this Agreement.

General Release of Claims. ExecutiveFor good and valuable consideration, for the receipt of which is acknowledged, I, the undersigned, agree to and on behalf of Executive and Executive’s heirshereby do, executorsintending to be legally bound, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of CSS Industries, Inc., its past and present parents, subsidiariesaffiliates, and affiliatesrelated companies, each of their respective memberspast, present and future officers, directors, stockholders, partnersattorneys, employees, agents, representatives shareholders and attorneys, agents and each of their respective subsidiaries, affiliates, estates, predecessors, successors, successors and assigns (eachjointly and severally, individually, a “Releasee,” collectively referred to as the “ReleaseesCompany”) from any and all rights, claimsactions, charges, actions, causes of actionaction or claims of any kind, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectivelywhich I, “Claims”) which Executive or Executive’s my heirs, executors, administratorsagents, successors or assigns ever had, now has have or hereafter may hereafter claim to have by reason against the Company arising heretofore, now or in the future, out of any matter, cause occurrence or thing whatsoever: (i) arising from the beginning of time up event existing or occurring prior to the date Executive executes this Agreement with respect execution hereof, relating to (A) any such Claims relating in any way to Executive’s employment relationship or arising out of my employment, and/or termination of employment, with the Company Company, any claim of discrimination based on age, sex, race, religion, color, creed, disability, citizenship, national origin or any other Releasee, and (B) any such Claims arising under any factor prohibited by federal, state or local or state statute or regulation, including, without limitation, law (including any claims under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act(or state counterpart), Title VII of the Civil Rights Act of 19641964 (or state counterpart) and other applicable federal, the Americans with Disabilities Act state and local laws), any claim for breach of 1990contract, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any common law claim, now existing or hereinafter recognized, such as libel, slander, fraud, promissory estoppel, equitable estoppel, misrepresentation or wrongful discharge. Excluded from this general release are only: (i) any claim which I may have against the Company for non-payment of any compensation and benefits (other federal, state, local or foreign law than any claims for severance) owed me with respect to the period prior to the Separation Date (statutory, regulatory or otherwise) that may be legally waived as defined in the attached Agreement between the Company and releasedme); (ii) arising out the Severance Payments, Medical Benefits and other compensation and payment expressly due to me under the terms of the attached Agreement; (iii) any claims I may have for indemnification or advancement under state or other law or the charter, articles, or by-laws of the Company, or under any insurance policy providing directors’ and officers’ coverage for any lawsuit or claim relating to the termination period when I was a director or officer of Executive’s employmentthe Company; and (iv) any claim that arises out of any matter, occurrence or (iii) arising under or relating to event occurring exclusively after the execution hereof. This Release does not affect any policyrights I may have in my capacity as a stockholder of CSS Industries, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.Inc.

General Release of Claims. Executive(a) Except for claims “carved-out” in Paragraph 5(c) below, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge expressly waives any claims against the Company and all of releases the Company including the Company’s predecessor, successor, parent, subsidiary and affiliated entities, as well as its past and present parentstheir officers, subsidiaries, and affiliates, each of their respective members, officersemployees, directors, stockholders, partners, employeesmanagers, agents, representatives representatives, attorneys and attorneysassigns, past and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns present (each, individually, a “Releasee,” collectively referred to herein as the “Company Releasees”) from any and all rights, claims, chargesdemands, actions, and causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities action of every kind whatsoever, in law or in equityand nature, whether known or unknown, suspected or unsuspected unsuspected, fixed or contingent, that Executive now owns or holds or at any time may have held or owned against the Company Releasees or any of them, arising out of or in any way related to any transaction, agreement, occurrence, act, or omission whatsoever occurring, existing, or omitted at any time before the date hereof (collectively, collectively “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation), including, without limitation, any Claims: (i) Arising out of or in any way connected with Executive’s employment with the Age Discrimination Company (including, without limitation, any claims for wages, severance pay, bonuses, employment benefits whether related to the Company’s policies or welfare benefit plans, or damages of any kind whatsoever) and the termination thereof; (ii) Arising out of or in Employment Act any way related to any employment agreement or any other contracts, express or implied, any covenant of 1967good faith and fair dealings, as amended by express or implied, any theory of wrongful discharge, or any legal restriction on the Older Workers Benefit Protection ActCompany’s right to terminate employees; (iii) Arising out of or in any way related to any federal, state, or other governmental statute or ordinance or wage order, including, without limitation, Title VII of the Civil Rights Act of 1964, the Federal Age Discrimination in Employment Act of 1967, as amended, the Equal Pay Act, as amended, the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990, and/or to the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or extent waivable any other federal, state, state or local or foreign law (statutorystatutory or decisional), regulatory regulation, or otherwiseordinance, or any other legal limitation on the employment relationship including but not limited to any claims arising out of any federal, state or local statutes, orders or regulations prohibiting discrimination on account of race, color, creed or religion, sex, sexual harassment, national origin, age, handicap or disability, marital status, height, weight, pregnancy, or sexual preference or orientation thereof, retaliation; (iv) Arising out of common law, whether sounding in contract or in tort, including, but not limited to, causes of action for wrongful discharge, quantum meruit, negligence, infliction of emotional distress, defamation, misrepresentation, fraud, conspiracy, invasion of privacy, interference with business advantage, interference with prospective economic advantage, interference with contractual relationship, failure to pay compensation of any kind, and/or failure to pay equal compensation for equal work. (b) Executive further understands and acknowledges that: (i) This Agreement constitutes a voluntary waiver of any and all rights and claims Executive has against the Company Releasees as of the date of the execution of this Agreement, including rights or claims arising under the Age Discrimination in Employment Act; (ii) Executive has waived rights or claims pursuant to this Agreement in exchange for consideration, the value of which exceeds the payment or remuneration to which he was already entitled; (iii) Executive is hereby advised that he may consult with an attorney of his choosing concerning this Agreement prior to executing it; (iv) Executive has been afforded a period of at least 21 days to consider the terms of this Agreement, and in the event he should decide to execute this Agreement in fewer than 21 days, he has done so with the express understanding that he has been given and declined the opportunity to consider this Agreement for a full 21 days; (v) Executive agrees that material and/or immaterial changes to this Agreement made by any party after the date Executive was given this Agreement do not affect or restart the running of the twenty-one (21) day period and Executive agrees to waive any such claim that a material and/or immaterial change to this Agreement extended the applicable running time period; and (vi) Executive may revoke this Agreement at any time during the seven (7) days following the date of execution of this Agreement, and this Agreement shall not become effective or enforceable until such revocation period has expired (the “Effective Date”). Executive understands that his revocation under this Paragraph 5(b) of the Agreement constitutes rejection of the entire Severance amount, all Benefit Payments and equity vesting pursuant to Paragraph 2(b). (c) This Agreement does not release (i) claims that cannot be legally waived and releasedreleased as a matter of law; (ii) arising out claims that relate to events which may occur after execution of this Agreement; (iii) claims for the exclusive purpose of enforcing Executive’s rights under this Agreement; (iv) any claim or relating right held by Executive (whether as an officer, director, stockholder or in any other capacity) for coverage under the Company’s D&O policies or any similar coverage or protection or rights to indemnification provided under contract, the termination Company’s policies or the organizational documents of the Company (the “Indemnity Arrangements”); (v) any right to receive a reward for the provision of information to any governmental authority; or (vi) any right to compensation on account of Executive’s employment; or service as a non-employee director after the Termination Date. This Agreement shall not prohibit Executive from challenging the validity of the release of ADEA claims by seeking assistance from the Equal Employment Opportunity Commission (iii“EEOC”) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivegovernment agency. This Agreement shall not preclude Executive from filing a charge with, or cooperating in an investigation by, any government administrative agency with respect to any other right waived herein, provided that Executive does not seek any damages, remedies, or other relief from the Company for himself personally, which Executive covenants not to do.

General Release of Claims. ExecutiveSpecifically, for and on behalf without limitations to the continuing enforceability of Executive other provisions of such Agreement, in exchange and Executiveas a condition precedent to Employee’s receipt of the consideration set forth in Paragraph 2(b) of the Agreement, Employee and the Employee’s heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively referred to throughout the remainder of this Reaffirmation as, the “Releasors”) knowingly and voluntarily release and forever discharge the Company, its parent corporation, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariescurrent and former employees, affiliatesattorneys, estatesofficers, predecessorsdirectors and agents thereof, successorsboth individually and in their business capacities, and assigns their employee benefit plans and programs and their administrators and fiduciaries (each, individually, a “Releasee,” collectively referred to throughout the remainder of this Reaffirmation as the “Releasees”) ), of and from any and all rights, claims, chargesdemands, actions, causes of actionactions, complaintsobligations, sums of moneyjudgments, suitsrights, fees, damages, debts, covenants, contracts, promises, obligations, damagesliabilities, demands or liabilities and expenses (inclusive of every attorneys’ fees) of any kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected whatsoever (collectively, collectively referred to throughout the remainder of this Reaffirmation as “Claims”) known and unknown, asserted or unasserted, which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now Employee has or may hereafter claim to have by reason against Releasees as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes of execution of this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other ReleaseeReaffirmation, and (B) any such Claims arising under any federal, local or state statute or regulationincluding, including, without limitation, any claims under any federal, state, local, or foreign law, that Releasors may have, have ever had or may in the Age Discrimination future have arising out of, or in Employment Act of 1967any way related to the Employee’s hire, as amended by benefits, employment, termination, or separation from employment with the Older Workers Benefit Protection ActCompany and any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter, including, but not limited to: a. any and all claims under Title VII of the Civil Rights Act of 1964, as amended, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended (with respect to unvested benefits), the Immigration Reform and Control Act of 1986, the Americans with Disabilities Act of 1990, as amended, the Employee Retirement Income Security Rehabilitation Act of 19741973, each the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended amended, the Worker Adjustment and including each Retraining Notification Act, as amended, the Occupational Safety and Health Act, as amended, to the extent permitted by law, the Fair Credit Reporting Act, as amended, the Xxxxxxxx-Xxxxx Act, to the extent permitted by law, the Xxxx-Xxxxx Xxxx-Street Reform and Consumer Protection Act, to the extent permitted by law, the Family and Medical Leave Act of their respective implementing regulations and/or 1993, as amended, the Equal Pay Act of 1963, as amended, and the Genetic Information Nondiscrimination Act of 2008 (“XXXX”), as amended; b. any other federal, state, local local, municipal, foreign or foreign law (statutoryother law, regulatory rule, regulation, code, ordinance or otherwise) other source of legal rights that may be legally waived and released; (ii) arising out of or relating , including but not limited to the termination Connecticut Human Rights and Opportunities Act, which includes the Connecticut Fair Employment Practices Act, the Connecticut Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers Compensation Claim, the Connecticut Equal Pay Law, the Connecticut Family and Medical Leave Law, the Connecticut Whistleblower Law, the Connecticut Age Discrimination and Employee Benefits Law, the Connecticut Electronic Monitoring of Executive’s employment; Employees Law, the Connecticut Wage Laws, the Connecticut OSHA, the Connecticut Reproductive Hazards Law, the Connecticut AIDS Testing and Confidentiality Law, the Connecticut Statutory Provision Regarding Protection of Social Security Numbers and Personal Information, the Connecticut Statutory Provision Regarding Concerning Consumer Privacy and Identity Theft, the Connecticut Paid Sick Leave law, the Connecticut Wage laws, the Connecticut Drug Testing law, the Connecticut Whistleblower law, the Connecticut Free Speech law, the Connecticut Electronic Monitoring of Employees law, and the Connecticut law preventing the use of credit scores by certain employers in hiring decisions; c. any and all claims under any public policy, contract (oral or (iii) written, express or implied), tort or common law; d. any and all claims under any statute, common law, agreement or other basis for seeking or recovering any costs, fees or other expenses, including but not limited to attorneys’ fees and/or costs; e. any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation, and severance that may be legally waived and released; f. any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an expressed or relating to any policyimplied contract, agreementtortious interference with contract or prospective business advantage, understanding breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or promise, written or oral, formal or informal, between the Company sickness or any other Releasee harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, and Executivenegligent or intentional infliction of emotional distress; and g. any and all claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs, and disbursements.

General Release of Claims. Executive(a) In exchange for the special severance pay and benefits provided to you under this Agreement, for to which you would not otherwise be entitled, the receipt and sufficiency of which is hereby acknowledged, on your own behalf and that of Executive and Executive’s your heirs, executors, administrators, successors beneficiaries, personal representatives and assigns, hereby voluntarily, knowingly you agree that this Agreement shall be in complete and willingly release and forever discharge the Company and all final settlement of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equityrights and claims, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever hadthat you have had in the past, now has have, or may hereafter claim to have by reason might now have, against the Company or any of its Affiliates of any matternature whatsoever, cause or thing whatsoever: (i) arising from the beginning of time up including but not limited to the date Executive executes this Agreement with respect to (A) any such Claims relating those in any way to Executive’s related to, connected with or arising out of your employment relationship or your other association with the Company or any other Releaseeof its Affiliates or the termination of the same or pursuant to Title VII of the Civil Rights Act, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitationthe Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967Act, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act Act, the fair employment practices laws and statutes of 1974, the state or states in which you have provided services to the Company or any of its Affiliates (each as amended and including each of their respective implementing regulations from time to time), and/or any other federal, statestate or local law, regulation or other requirement, and you hereby release and forever discharge the Company, its Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all such causes of action, rights and claims. (b) In signing this agreement, you expressly waive and relinquish all rights and benefits provided by Section 1542 of the Civil Code of the State of California, and do so understanding and acknowledging the significance of such specific waiver of Section 1542, which section states as follows: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Released Parties, you expressly acknowledge that the general release and waiver of claims set forth in this Section 7 is intended to include in its effect, without limitation, all Claims which you do not know or suspect to exist in your favor at the time you sign it, and that this Agreement contemplates the extinguishment of any and all such Claims. (c) Nothing contained in this Agreement shall be construed to prohibit you from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, provided, however, that you hereby agree to waive your right to recover monetary damages or foreign law (statutoryother individual relief in any such charge, regulatory investigation or otherwise) that may be legally waived and released; (ii) arising out proceeding or any related complaint or lawsuit filed by you or by anyone else on your behalf. Nothing in this Agreement, the Employment Agreement or the Confidentiality Agreement limits, restricts or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or relating entity, concerning matters relevant to the termination governmental agency or entity. (d) This Agreement, including the general release of Executive’s employment; or (iii) arising under or relating to any policyclaims set forth in Section 7(a), agreement, understanding or promise, written or oral, formal or informal, between creates legally binding obligations and the Company and its Affiliates therefore advise you to consult an attorney before signing this Agreement. In signing this Agreement, you give the Company and its Affiliates assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity of not less than twenty-one (21) days, before signing this Agreement, to consider its terms and to consult with an attorney, if you wished to do so, or to consult with any other Releasee members of your immediate family and/or your legal or tax advisors; and Executivethat, in signing this Agreement, you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Executive hereby generally, irrevocably and on behalf unconditionally releases and forever discharges and covenants not to sxx the Company, all of Executive and Executive’s heirsits affiliated entities, executors, administrators, all of its successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective memberscurrent and/or former employees, officers, members, managers, shareholders, owners, directors, stockholderstrustees, partners, employeesrepresentatives, agents, representatives and attorneys, employee benefit plans and each of their respective subsidiaries, affiliates, estates, predecessors, successorsfiduciaries and administrators, and assigns all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (eachcollectively, individuallyincluding without limitation the Company, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from any and all rights, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesliabilities, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys’ fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason that exist as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationRelease Agreement, including, without limitationbut not limited to: (a) any claims based upon, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to in any manner connected with Executive’s employment with or service for the termination Company, or the separation of Executive’s employmentemployment with or service for the Company; (b) all claims arising under the Age Act; (c) all claims arising under all other federal, state and local laws; (d) all claims based on contract, tort, common law or other theories of recovery; and (e) all claims based upon, arising out of or in any manner connected with any acts, events or omissions occurring on or before the date Executive signs this Release Agreement; provided, however, Executive and the Company acknowledge and agree that the foregoing release/covenant not to sxx does not release or affect (i) any rights Executive may have with respect to any vested benefits under any employer benefit plans or programs of the Company, (ii) any of Executive’s rights to severance compensation under Section ___ of the Employment Agreement, (iii) arising under any claim for Base Salary (as defined in the Employment Agreement) earned by Executive prior to the employment termination date, or (iv) any claims for reimbursement of business expenses incurred prior to the employment termination date. Executive has been advised by the Company that this Release Agreement does not prohibit Executive from filing an administrative charge of discrimination with a governmental agency such as the United States Equal Employment Opportunity Commission (“EEOC”) relating to her employment with any policyof the Released Parties; provided, agreementhowever, understanding or promiseExecutive waives and releases, written or oralto the fullest extent permitted by law, formal or informal, between the Company any and all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. Should the EEOC, any other Releasee administrative agency or other person bring a complaint, charge or legal action on Executive’s behalf against any of the Released Parties based on any acts, events or omissions occurring on or before the date Executive signs this Release Agreement, Executive hereby waives any rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency or person.

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Executive hereby generally, irrevocably and on behalf unconditionally releases and forever discharges and covenants not to xxx the Company, all of Executive and Executive’s heirsits affiliated entities, executors, administrators, all of its successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective memberscurrent and/or former employees, officers, members, managers, shareholders, owners, directors, stockholderstrustees, partners, employeesrepresentatives, agents, representatives and attorneys, employee benefit plans and each of their respective subsidiaries, affiliates, estates, predecessors, successorsfiduciaries and administrators, and assigns all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (eachcollectively, individuallyincluding without limitation the Company, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from any and all rights, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesliabilities, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys’ fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason that exist as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationRelease Agreement, including, without limitationbut not limited to: (a) any claims based upon, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to in any manner connected with Executive’s employment with or service for the termination Company, or the separation of Executive’s employmentemployment with or service for the Company; (b) all claims arising under the Age Act; (c) all claims arising under all other federal, state and local laws; (d) all claims based on contract, tort, common law or other theories of recovery; and (e) all claims based upon, arising out of or in any manner connected with any acts, events or omissions occurring on or before the date Executive signs this Release Agreement; provided, however, Executive and the Company acknowledge and agree that the foregoing release/covenant not to xxx does not release or affect (i) any rights Executive may have with respect to any vested benefits under any employer benefit plans or programs of the Company, (ii) any of Executive’s rights to severance compensation under Section of the Employment Agreement, (iii) arising under any claim for Base Salary (as defined in the Employment Agreement) earned by Executive prior to the employment termination date, or (iv) any claims for reimbursement of business expenses incurred prior to the employment termination date. Executive has been advised by the Company that this Release Agreement does not prohibit Executive from filing an administrative charge of discrimination with a governmental agency such as the United States Equal Employment Opportunity Commission (“EEOC”) relating to his employment with any policyof the Released Parties; provided, agreementhowever, understanding or promiseExecutive waives and releases, written or oralto the fullest extent permitted by law, formal or informal, between the Company any and all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. Should the EEOC, any other Releasee administrative agency or other person bring a complaint, charge or legal action on Executive’s behalf against any of the Released Parties based on any acts, events or omissions occurring on or before the date Executive signs this Release Agreement, Executive hereby waives any rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency or person.

General Release of Claims. Executive, for and on behalf of (a) Executive and Executive’s his heirs, executors, administratorspersonal representatives, successors and assigns, hereby voluntarilyforever release, knowingly remise and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariespast, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, estates, predecessors, successors, successors and assigns (each, individually, a “Releasee,” collectively referred to referenced herein as the “Releasees”) from any and all rights, claims, chargesclaims for relief, actionsdemands, actions and causes of actionaction of any kind or description whatsoever, complaintsknown or unknown, sums whether arising out of moneycontract, suitstort, debtsstatute, covenants, contracts, promises, obligations, damages, demands regulation or liabilities of every kind whatsoeverotherwise, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirsnow has, executors, administrators, successors or assigns ever has had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: the Releasees (i) arising from the beginning of time up to through the date upon which Executive executes signs this Agreement with respect to Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (A) any such Claims relating in any way to Executive’s employment relationship with service as an officer, director or employee, as the case may be, of the Company or any other Releaseeand its subsidiaries and affiliates, and (B) any transaction or occurrence prior to the date upon which Executive signs this Agreement and all effects, consequences, losses and damages relating thereto, (C) the Executive’s Employment Agreement; (D) all cash incentive awards, commissions, and all equity or equity-based awards granted, or promised to be granted, by the Company to Executive (except such Claims arising awards which are owed under this Agreement) and (E) Executive’s employment or cessation of employment with the Company under the common law or any federal, local federal or state statute or regulationstatute, including, without limitationbut not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Equal Pay Act; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; the Age Discrimination in Employment Act of 1967, as amended by (“ADEA”); the Older Workers Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, as amended; the Employee Retirement Income Security Worker Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; the Fair Labor Standards Act of 19741938; Section 409A of the Internal Revenue Code of 1986, each as amended and including each of their respective implementing regulations and/or (the “Code”); any other federal, statestate or local civil or human rights law or any other local, local state or foreign law federal law, regulation or ordinance, such as the California Family Rights Act, the California Fair Employment and Housing Act, the Occupational Safety and Health Act, the California Labor Code, including but not limited to the Private Attorneys General Act, any applicable California Industrial Wage Orders, all as amended; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. (statutoryb) Executive is releasing all known and unknown Claims, regulatory and waiving any rights under California Civil Code Section 1542, or otherwisesimilar laws, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” (c) that Notwithstanding the foregoing, nothing in this Agreement shall release or waive any rights or claims Executive may be legally waived and released; have: (i) under this Agreement, the Exclusive Consulting Agreement, the Reaffirmation Agreement or the Plan; (ii) for indemnification under any written indemnification agreement by and between Executive and the Company and/or under applicable law or the Company’s charter or bylaws; (iii) under any applicable insurance coverage(s) (including, without limitation, COBRA rights); (iv) with respect to any accrued and vested benefits under any tax-qualified retirement plans of the Company; (v) with respect to any claims that cannot be waived by operation of law; (vi) with respect to any claims which may arise after Executive signs this Agreement; or (vii) with respect to Executive’s right to challenge the validity of the release under the ADEA. (d) Additionally, while Executive acknowledges and understands that by this Agreement he foregoes, among other things, any and all past and present rights to recover money damages or personal relief arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to employment with the Company, the Parties agree that this Agreement shall not preclude Executive from filing any policycharge with the Equal Employment Opportunity Commission, agreementthe National Labor Relations Board, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivegovernmental agency or from any way participating in any investigation, hearing, or proceeding of any government agency.

General Release of Claims. ExecutiveIn consideration of the promises set forth in that certain Separation Agreement between Heartware, for Inc. (the “Company”) and me, dated May 13, 2008 (the “Agreement”) I, on behalf of Executive myself and Executive’s my heirs, executors, administratorsadministrators and assigns (collectively, successors and assigns“the Releasors”), hereby voluntarilyrelease each of the Company, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, employees and agents, representatives and attorneysHeartware Limited, its parent company, any subsidiary or other affiliated entity and their respective officers, directors, trustees, stockholders, employees and agents, and each of their respective subsidiariesheirs, affiliatesdistributees and personal and legal representatives (all of the foregoing, estatesincluding the Company, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively being referred to as the “ReleaseesCompany Released Parties”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities causes of every kind whatsoeveraction that I may now have, in law or in equityhave ever had, whether known or unknown, suspected either at law, in equity, or unsuspected mixed (collectively, “Claims”) which Executive or Executive’s heirs), executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: (i) arising from the beginning of time Company Released Parties up to the date Executive executes this Agreement with respect to (A) hereof, except as provided in the immediately following paragraph hereof. Without limiting the generality of the foregoing, I also specifically release each of the Company Released Parties from any such Claims relating in any way to Executive’s and all claims, demands and causes of action which have been or could have been asserted as a result of my employment relationship with the Company Company, separation from employment or other status with the Company, including but not limited to all wrongful discharge claims; all claims relating to any contracts of employment (other Releaseethan this Agreement), express or implied; any covenant of good faith and (B) fair dealing, express or implied; any such Claims tort of any nature; any claims relating to harassment or discrimination of any sort, any claims arising under out of any federal, local state or state municipal statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, ordinance; any claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In Employment Act of 1967, as amended, the Family Medical Leave Act of 1993, the Fair Labor Standards Act of 1938, as amended, the Federal Rehabilitation Act of 1973, the Americans with Disabilities Act of 19901992, any and all applicable laws of the Employee Retirement Income Security Act State of 1974Florida, each as amended or at common law, and including similar provisions under the laws of any other State, and any other laws or regulations relating to employment, discrimination, retaliation or civil rights and any and all claims for attorneys’ fees and costs. In addition, and not in limitation of the foregoing, I hereby forever release and discharge each of their respective implementing regulations and/or the Company Released Parties from any other federalliability or obligation to reinstate or reemploy me in any capacity. Notwithstanding the foregoing, stateI do not intend to release, local and this General Release shall not be construed as releasing, any unperformed obligations of the Company arising pursuant to the Agreement. I have not filed any complaints, charges or foreign law (statutoryclaims for relief against any of the Company Released Parties with any local, regulatory state or otherwise) that may be legally waived federal court, administrative body or adjudicative body. I further agree and released; (ii) covenant not to xxx, bring any claims or charges against or commence any legal action against the Company, or any of the Company Released Parties, with respect to any matters arising out of or relating to my employment with or separation from the termination Company, except as to claims arising out of Executive’s employment; or (iii) arising under or relating to any policythe terms and conditions of this Agreement. Date: , agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.2009

General Release of Claims. Executive(a) In exchange for the Release Consideration, for and Employee, on behalf of Executive Employee and ExecutiveEmployee’s spouse, heirs, executors, administrators, successors trustees, legal representatives, and assigns, hereby voluntarilyreleases, knowingly and willingly release indemnifies, holds harmless and forever discharge discharges the Company Company, its predecessors and all of successors, its past and present parentsparent corporations, divisions, subsidiaries, and affiliates, each of their respective members, and the past and present officers, directors, stockholdersemployees, consultants, shareholders, partners, employeesbenefit plans, attorneys, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns of any of them (each, individually, a “Releasee,” collectively any or all of which are referred to as the “Releasees”) ), from any and all rights, claims, chargesdemands, liabilities, actions, and causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities action of every kind whatsoever, in law or in equityname and nature, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, that Employee now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising ever had from the beginning of time the world to Effective Date or that arise out of or relate to Employee’s employment by or separation from employment with the Releasees or any of them. This general release of claims is intended by Employee to be all encompassing and to act as a full and total release of any legally available claims, whether specifically enumerated herein or not, that Employee may have or may have had against the Releasees arising from conduct occurring up to and through the date Executive executes Effective Date of this Agreement with respect Agreement, including but not limited to any and all claims under local, state or federal law for wrongful discharge, wrongful termination, or wrongful dismissal; any and all claims for breach of an express or implied contract, covenant, or agreement; any and all claims for unlawful discrimination or harassment (A) any such Claims relating in any way including but not limited to Executive’s employment relationship with the Company claims alleged based on race, sex, sexual preference or sexual orientation, marital status, pregnancy, religion, creed, age, handicap, disability, national origin, ethnic heritage, ancestry, veteran status, retaliation, or any other Releaseeprotected classification protected by local, state, or federal law); any and (B) all claims for violation of any such Claims arising under any federalfair employment practice law, local or state statute or regulation, including, without limitation, including the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII 29 U.S.C. §621 et seq.; any and all claims under the Family and Medical Leave Act or any other federal or state law concerning leaves of absence; any and all claims under the Civil Rights Worker Adjustment and Retraining Notification (“WARN”) Act of 1964or any other local, the Americans with Disabilities Act of 1990state, or federal law; any and all claims under the Employee Retirement Income Security Act (other than claims against an employee benefit plan seeking payment of 1974a vested benefit under the terms of that plan); any and all claims for infliction of emotional distress; any and all claims for defamation; any and all claims for invasion of any right of privacy; any and all negligence claims; any and all tort claims; any and all statutory claims; any and all constitutional claims; any and all claims for violation of any civil rights; any and all claims for reinstatement or reemployment by the Releasees; any and all claims for wages, each bonuses, incentive compensation, equity compensation, stock payments or appraisal rights, phantom stock payments, or other compensation or benefits, and any and all claims for compensatory or punitive damages, interest, attorney’s fees, or costs, including costs and fees already incurred. (b) This release shall not be construed to impair Employee’s right to enforce the terms of this Agreement, the Stock Option Agreements or the RSUs specified in Section 4(a)(i) and (ii). This release shall terminate that certain Amended and Restated Change-in-Control Severance Agreement, dated as amended of December 21, 2009, by and including each between the Company and the Employee. (c) This release does not include any claim which, as a matter of their respective implementing regulations and/or law, cannot be released by private agreement. Nor does this release prohibit or bar Employee from providing truthful testimony in any other federallegal proceeding or from cooperating with, or making truthful disclosures to, any local, state, local or foreign law (statutoryfederal governmental agency. Notwithstanding the foregoing, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating with respect to any policy, claim that cannot be released by private agreement, understanding Employee agrees to release and waive Employee’s right (if any) to any monetary damages or promiseother recovery as to such claims, written including any claims brought on Employee’s behalf, either individually or oralas part of a collective action, formal by any governmental agency or informal, between other third party. (d) This release shall not preclude Employee from submitting claims for coverage for any claims asserted against Employee as a result of actions or omissions in the Company or any other Releasee and Executivecourse of Employee’s non-negligent duties during Employee’s employment with the Company.

General Release of Claims. Executive, for and on behalf of (a) Executive and Executive’s his heirs, executors, administratorspersonal representatives, successors and assigns, hereby voluntarilyforever release, knowingly remise and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiariespast, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, estates, predecessors, successors, successors and assigns (each, individually, a “Releasee,” collectively referred to referenced herein as the “Releasees”) from any and all rights, claims, chargesclaims for relief, actionsdemands, actions and causes of actionaction of any kind or description whatsoever, complaintsknown or unknown, sums whether arising out of moneycontract, suitstort, debtsstatute, covenants, contracts, promises, obligations, damages, demands regulation or liabilities of every kind whatsoeverotherwise, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirsnow has, executors, administrators, successors or assigns ever has had, now has or may hereafter claim to have by reason against any of any matter, cause or thing whatsoever: the Releasees (i) arising from the beginning of time up to through the date upon which Executive executes signs this Agreement with respect to Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (A) any such Claims relating in any way to Executive’s employment relationship with service as an officer, director or employee, as the case may be, of the Company or any other Releaseeand its subsidiaries and affiliates, and (B) any such Claims arising transaction prior to the date upon which Executive signs this Agreement and all effects, consequences, losses and damages relating thereto, (C) the Offer Letter, (D) all cash incentive awards, and all equity or equity-based awards granted, or promised to be granted, by the Company to Executive and (E) Executive’s termination of employment with the Company under the common law or any federal, local federal or state statute or regulationstatute, including, without limitationbut not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Equal Pay Act; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; the Age Discrimination in Employment Act of 1967, as amended by (“ADEA”); the Older Workers Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, as amended; the Employee Retirement Income Security Worker Adjustment and Retraining Notification Act, as amended; the Occupational Safety and Health Act, as amended; the Fair Labor Standards Act of 19741938; Section 409A of the Internal Revenue Code of 1986, each as amended and including each of their respective implementing regulations and/or (the “Code”); any other federal, statestate or local civil or human rights law or any other local, local state or foreign law federal law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. (statutoryb) Notwithstanding the foregoing, regulatory nothing in this Agreement shall release or otherwisewaive any rights or claims Executive may have: (i) that may be legally waived and releasedunder this Agreement or to the Severance Benefits; (ii) for indemnification under any written indemnification agreement by and between Executive and the Company and/or under applicable law or the Company’s charter or bylaws; (iii) under any applicable insurance coverage(s) (including, without limitation, COBRA rights); (iv) with respect to any accrued and vested benefits under any tax-qualified retirement plans of the Company; (v) with respect to any claims that cannot be waived by operation of law; (vi) with respect to any claims which may arise after Executive signs this Agreement; or (vii) with respect to Executive’s right to challenge the validity of the release under the ADEA. For a period of four years following the date of this Agreement, any Directors and Officers liability insurance procured by the Company, shall include coverage for Executive for claims covered by such insurance policies. (c) Executive acknowledges having read and understood Section 1542 of the California Civil Code, which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Executive expressly waives and relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the releases hereunder. (d) Additionally, while Executive acknowledges and understands that by this Agreement he foregoes, among other things, any and all past and present rights to recover money damages or personal relief arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to employment with the Company, the Parties agree that this Agreement shall not preclude Executive from filing any policycharge with the Equal Employment Opportunity Commission, agreementthe National Labor Relations Board, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and governmental agency or from any way participating in any investigation, hearing, or proceeding of any government agency. (e) The Company represents that, as of the time it executes this Agreement, it is not aware of any material claims that it may have against Executive.

General Release of Claims. Executivea. In exchange for the Severance Payments, for and Employee, on behalf of Executive Employee and ExecutiveEmployee’s spouse, heirs, executors, administrators, successors trustees, legal representatives, and assigns, hereby voluntarilyreleases, knowingly and willingly release indemnifies, holds harmless and forever discharge discharges the Company Company, its predecessors and all of successors, its past and present parentsparent corporations, divisions, subsidiaries, and affiliates, each of their respective members, and the past and present officers, directors, stockholdersemployees, consultants, shareholders, partners, employeesbenefit plans, attorneys, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns of any of them (each, individually, a “Releasee,” collectively any or all of which are referred to as the “Releasees”) ), from any and all rights, claims, chargesdemands, liabilities, actions, and causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities action of every kind whatsoever, in law or in equityname and nature, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, that Employee now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising ever had from the beginning of time the world to Effective Date or that arise out of or relate to Employee’s employment by or separation from employment with the Releasees or any of them. This general release of claims is intended by Employee to be all encompassing and to act as a full and total release of any legally available claims, whether specifically enumerated herein or not, that Employee may have or may have had against the Releasees arising from conduct occurring up to and through the date Executive executes Effective Date of this Agreement with respect Agreement, including but not limited to any and all claims under local, state or federal law for wrongful discharge, wrongful termination, or wrongful dismissal; any and all claims for breach of an express or implied contract, covenant, or agreement; any and all claims for unlawful discrimination or harassment (A) any such Claims relating in any way including but not limited to Executive’s employment relationship with the Company claims alleged based on race, sex, sexual preference or sexual orientation, marital status, pregnancy, religion, creed, age, handicap, disability, national origin, ethnic heritage, ancestry, veteran status, retaliation, genetic information or any other Releaseeprotected classification protected by local, state, or federal law); any and (B) all claims for violation of any such Claims arising under any federalfair employment practice law, local or state statute or regulation, including, without limitation, including the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII 29 U.S.C. §621 et seq.; any and all claims under the Family and Medical Leave Act, or any other federal, state or local law concerning leaves of absence; any and all claims under the Civil Rights Worker Adjustment and Retraining Notification (“WARN”) Act of 1964or any other local, the Americans with Disabilities Act of 1990state, or federal law; any and all claims under the Employee Retirement Income Security Act (other than claims against an employee benefit plan seeking payment of 1974, each as amended a vested benefit under the terms of that plan); any and including each of their respective implementing regulations and/or all claims pursuant to any other federalstate law, including but not limited to, the Pennsylvania Human Relations Act, 43 P.S. § 951, et seq., the Pennsylvania Equal Pay Law, 43 P.S. §§ 336.1-336.10, and the Pennsylvania Protection of Employees Act, 34 Pa. Code § 319.1 et seq.; any and all claims for infliction of emotional distress; any and all claims for defamation; any and all claims for invasion of any right of privacy; any and all negligence claims; any and all tort claims; any and all statutory claims; any and all constitutional claims; any and all claims for violation of any civil rights; any and all claims for reinstatement or reemployment by the Releasees; any and all claims for wages, bonuses, incentive compensation, equity compensation, stock payments or appraisal rights, phantom stock payments, or other compensation or benefits, and any and all claims for compensatory or punitive damages, interest, attorney’s fees, or costs, including costs and fees already incurred. b. This release shall not be construed to impair Employee’s right to enforce the terms of this Agreement. Nor does this release waive Employee’s right to seek a judicial determination of the validity of his waiver of ADEA rights and claims. c. This release does not include any claim which, as a matter of law, cannot be released by private agreement. Nor does this release prohibit or bar Employee, nor the Directors or Officers of the Company from providing truthful testimony in any legal proceeding, from cooperating with, or making truthful disclosures to, any local, state, local or foreign law (statutoryfederal anti-discrimination agency. Notwithstanding the foregoing, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating with respect to any policy, claim that can be released by private agreement, understanding Employee agrees to release and waive Employee’s right (if any) to any monetary damages or promiseother recovery as to such claims, written including any claims brought on Employee’s behalf, either individually or oralas part of a collective action, formal by any governmental agency or informal, between the Company or any other Releasee and Executivethird party.

General Release of Claims. In consideration of the benefits under Section 4(b)(i) of the Employment Transition Agreement (the “Agreement”), effective as of January 1, 2013, by and among Leap Wireless International, Inc. (“Leap”), Cricket Communications, Inc. (“Cricket”) (collectively, the “Companies”) and Xxxxxxx X. Xxxxxxx (“Executive”), Executive does hereby for himself or herself and on behalf of Executive and Executive’s his or her spouse, beneficiaries, heirs, executors, administrators, successors and assigns, hereby voluntarilyrelease, knowingly and willingly release acquit and forever discharge the Company Companies and all of its past and present parents, subsidiaries, and affiliates, each of their respective membersstockholders, officers, directors, stockholders, partnersmanagers, employees, agentsrepresentatives, representatives related entities, successors and attorneysassigns, and each of their respective subsidiariesall persons acting by, affiliates, estates, predecessors, successors, and assigns through or in concert with them (each, individually, a “Releasee,” collectively referred to as the “Releasees”) of and from any and all rightsclaims, claimsactions, charges, actionscomplaints, causes of action, complaintsrights, sums of money, suitsdemands, debts, covenants, contracts, promises, obligations, damages, demands or liabilities accountings of every kind whatsoeverwhatever nature, in law or in equityexcept for criminal activity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive may have against the Releasees based on any actions or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up events which occurred prior to the date Executive executes of this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationGeneral Release, including, without limitationbut not limited to, those related to, or arising from, Executive's employment with the Age Discrimination in Employment Act of 1967Companies, as amended by the Older Workers Benefit Protection Actor his resignation therefrom, any claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Federal Age Discrimination and Employment Act and the California Fair Employment and Housing Act, but excluding claims under the Agreement (collectively, “Claims”). This General Release shall not, however, constitute a waiver of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; 's rights (a) to receive benefits to which he is entitled pursuant to Section 4 of the Agreement, (b) to indemnification under the Company's certificate of incorporation or (iii) arising bylaws, under general corporate law or relating to as an insured under any policy, agreement, understanding or promise, written or oral, formal or informal, between directors and officers liability insurance policy of the Company or (c) to pursue claims for or under any other Releasee and Executiveunemployment compensation, state disability insurance benefits pursuant to the terms of applicable state law or worker's compensation insurance policy or fund of the Company.

General Release of Claims. ExecutiveIn exchange for the promises set forth herein, for and Xxxxxx, on behalf of Executive himself and Executive’s his heirs, executors, administrators, successors administrators and assigns, hereby voluntarily, knowingly and willingly release releases and forever discharge discharges the Company and all of its past affiliates and present parents, subsidiaries, and affiliates, each all of their respective membersdirectors, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns assigns, in their official and individual capacities (each, individually, a “Releasee,” collectively referred to as the “Company Releasees”) ), from any and all rightssuits, claims, chargesdemands, debts, sums of money, damages, interest, attorneys’ fees, expenses, actions, causes of action, complaintsjudgments, sums of moneyaccounts, suits, debts, covenantspromises, contracts, promisesagreements, obligations, damages, demands or liabilities and any and all claims of every kind whatsoever, in law or in equity, whether now known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, Xxxxxx now has or may hereafter claim to ever have by reason had against any of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationReleasees, including, without limitationbut not limited to, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, any claims under Title VII of the Civil Rights Act of 1964, the Americans with With Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974Age Discrimination in Employment Act, each as amended the Older Worker Benefits Protection Act, the Family and including each of their respective implementing regulations and/or Medical Leave Act, Massachusetts General Laws Chapters 149 and 151B and any other federal, statestate or local statute, local regulation, ordinance or foreign common law (statutorycreating employment-related causes of action, regulatory all claims related to or otherwise) that may be legally waived and released; (ii) arising out of Xxxxxx’x employment by the Company or relating to the termination of Executive’s employment; such employment and all rights and claims to recover any monetary benefits or (iii) arising under damages in connection with any proceeding brought against any of the Company Releasees on Xxxxxx’x behalf or relating on behalf of a class of which Xxxxxx may be a member with respect to any policyof the foregoing. This General Release of Claims shall not apply to (a) any vested interest Xxxxxx may have in any 401(k), agreement, understanding pension or promise, written or oral, formal or informal, between employee welfare plan by virtue of Xxxxxx’x employment by the Company or Company; (b) any other Releasee claim that may not be waived by law; and Executive(c) any claim by Xxxxxx to enforce this Agreement. The releases set forth in this Section 5 do not take effect unless this Agreement becomes effective pursuant to Section 14 below.

General Release of Claims. ExecutiveIn exchange for the promises set forth herein, for and Xxxxxx, on behalf of Executive herself and Executive’s her heirs, executors, administrators, successors administrators and assigns, hereby voluntarily, knowingly and willingly release releases and forever discharge discharges the Company and all of its past affiliates and present parents, subsidiaries, and affiliates, each all of their respective membersdirectors, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns assigns, in their official and individual capacities (each, individually, a “Releasee,” collectively referred to as the “Company Releasees”) ), from any and all rightssuits, claims, chargesdemands, debts, sums of money, damages, interest, attorneys’ fees, expenses, actions, causes of action, complaintsjudgments, sums of moneyaccounts, suits, debts, covenantspromises, contracts, promisesagreements, obligations, damages, demands or liabilities and any and all claims of every kind whatsoever, in law or in equity, whether now known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, Xxxxxx now has or may hereafter claim to have by reason ever had against any of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationReleasees, including, without limitationbut not limited to, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, any claims under Title VII of the Civil Rights Act of 1964, the Americans with With Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974Age Discrimination in Employment Act, each as amended the Older Worker Benefits Protection Act, the Family and including each of their respective implementing regulations and/or Medical Leave Act, Massachusetts General Laws Chapters 149 and 151B and any other federal, statestate or local statute, local regulation, ordinance or foreign common law (statutorycreating employment-related causes of action, regulatory all claims related to or otherwise) that may be legally waived and released; (ii) arising out of Xxxxxx’ employment by the Company or relating to the termination of Executive’s employment; such employment and all rights and claims to recover any monetary benefits or (iii) arising under damages in connection with any proceeding brought against any of the Company Releasees on Xxxxxx’ behalf or relating on behalf of a class of which Xxxxxx may be a member with respect to any policyof the foregoing. This General Release of Claims shall not apply to (a) any vested interest Xxxxxx may have in any 401(k), agreement, understanding pension or promise, written or oral, formal or informal, between employee welfare plan by virtue of Xxxxxx’ employment by the Company or Company; (b) any other Releasee claim that may not be waived by law; and Executive(c) any claim by Xxxxxx to enforce this Agreement. The releases set forth in this Section 5 do not take effect unless this Agreement becomes effective pursuant to Section 14 below.

General Release of Claims. In consideration for the compensation to be paid to him as described in Paragraph 4 of this Agreement, Executive, for and on behalf of Executive and Executive’s himself, his heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly irrevocably and willingly release unconditionally releases and forever discharge the Company and all of discharges Sento Corporation, its past and present subsidiaries, affiliates, parents, subsidiariespredecessors and successors, and affiliates, each of their respective members, its officers, directors, stockholdersshareholders, partners, agents and employees, agentsand all persons, representatives and attorneyscorporations, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns or other entities who might be claimed to be jointly or severally liable with it (each, individually, a “Releasee,” collectively referred to as the “ReleaseesSento Parties”) ), from any and all rightscharges, complaints, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or and liabilities of every any kind or nature whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, hereinafter referred to as “Claimsclaim” or “claims”) which Executive Executive, or Executive’s heirsanyone claiming by or through him has, executorsor claims to have, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason regarding events that have occurred as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect (hereinafter referred to (A) as the “Release”). This Release extends, without limitation, to any such Claims relating and all claims related in any way manner to Executive’s employment relationship with Sento, the Company or any other Releaseehiring by Sento of a Successor Officer and transition of Executive’s functional responsibilities to such Successor Officer, the agreement herein with respect to Executive’s resignation as set forth in Paragraph 3 of this Agreement, and (B) any such Claims arising including without limitation all claims under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 19671967 (“ADEA”), as amended by the Older Workers Benefit Protection ActAct (“OWBPA”), Utah laws on payment of wages to employees and all other labor, employment and discrimination laws contained in Utah Code Title VII of 34, Utah Code Title 34A or the Civil Rights Act of 1964Utah Labor Code, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, statestate or local statues, local ordinances or foreign other law (statutorywith respect to labor, regulatory employment, discrimination, wages, compensation or otherwise) benefits, and any other federal or state common law or equity claims; provided, however, that this release does not extend to any claim Executive may be legally waived and released; (ii) arising out of or relating have for disability benefits pursuant to the termination terms of Executive’s employment; an employee welfare benefit plan sponsored or (iii) arising under maintained by Sento or relating to any claim for defense or indemnity under any provision of Sento’s, or any Sento Entity’s, articles of incorporation, bylaws, other governing instruments, board of director resolutions, policies or practices, or under any insurance policy, agreementcovering actions of directors, understanding officers, employees, trustees, and administrators (or promise, written or oral, formal or informal, between the Company comparable positions) of Sento or any other Releasee Sento Entity. It is expressly understood and Executiveagreed by the parties that, except as set forth in this Paragraph, this Release extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, and that all rights are expressly waived under any statute or law of any jurisdiction providing, in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. This Paragraph 7 is not a release of claims of Executive or his covered family members under any health or life insurance, or similar, policies or claims for breach of this Agreement.

General Release of Claims. Executive, for You agree to release and hold harmless (on behalf of Executive yourself and Executive’s your family, heirs, executors, administratorssuccessors and assigns) now and forever, the Employer and the Company and any of the foregoing entities' past, present or future parent and subsidiary corporations, affiliates, divisions, successors and assigns, hereby voluntarily, knowingly assigns (whether or not incorporated) and willingly release and forever discharge the Company and all any of its past and past, present parentsor future employees, subsidiariesagents, and affiliates, each of their respective membersassigns, officers, directors, stockholders, partners, employees, agents, representatives shareholders and attorneys, and each of attorneys whether acting in their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns individual or representative capacity (each, individually, a “Releasee,” collectively referred to as the “Releasees”"Released Parties") from and waive any and all rightsclaim that you have presently, claimsmay have or have had in the past, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected against the Released Parties upon or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising , from the beginning of time up to the world through the date Executive executes you execute this Agreement with respect Agreement, including, without limitation, all claims arising from your employment with, or termination of employment from, the Employer and the Company, or otherwise, including but not limited to, any and all claims brought or that could be brought pursuant to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, state or local or state statute or regulation, (including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the 1990 Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each the Family and Medical Leave Act of 1993 , the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, as amended well as any state or local equivalents of any of the foregoing, and all other applicable statutes regulating the terms and conditions of your employment), any regulation or ordinance, under the common law or in equity (including each of their respective implementing regulations and/or any other federalclaims for wrongful discharge, stateslander, local or foreign law (statutory, regulatory libel or otherwise) that may be legally waived and released; (ii) arising out of ), or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company Released Parties and you, including, without limitation, any claim you might have for severance, termination or severance pay pursuant to the Employer's severance policies or practices as from time to time in effect, or otherwise (the "Released Claims"). You expressly waive and relinquish all rights and benefits under the section and any law or legal principle of similar effect in any other Releasee jurisdiction with respect to your release of any unknown or unsuspected claims herein. Notwithstanding the foregoing, the following are not included in the Released Claims (the "Excluded Claims"): (i) any rights or claims which are not available as a matter of law; and Executive(ii) any claims for breach of this Agreement. You represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.

General Release of Claims. Executivea. You, for and on behalf of Executive yourself and Executive’s your heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly irrevocably and willingly unconditionally release and forever discharge the Company Company, Insperity and all of its past and present parentstheir respective current and former parent companies, subsidiaries, subsidiaries and affiliates, each other affiliated companies as well as any of their respective memberscurrent and former insurers, directors, officers, directorsagents, stockholders, partnersshareholders, employees, agentsconsultants, representatives and representatives, attorneys, and each of their respective subsidiaries, affiliates, estatesowners, predecessors, successors, successors and assigns (eachcollectively, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) ), from and against any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, liabilities and demands or liabilities of every any kind whatsoever, in law or in equity, whether known or unknown, vested or unvested, accrued or yet to accrue, suspected or unsuspected unsuspected, contingent or non-contingent (collectively, “Claims”) which Executive ), that you or Executive’s your heirs, administrators, executors, administratorsrepresentatives, successors or assigns ever had, now has have or may hereafter claim to have have, by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes you sign this Agreement with respect to Agreement, including, but not limited to, any such Claims: (A) any such Claims relating arising out of or in any way relating to Executive’s your employment relationship with by, affiliation with, or position as an employee, officer, member, or representative of, the Company or any other Releaseeof the Released Parties, (B) arising out of or relating to tort, fraud, or defamation, and (BC) any such Claims arising under any federal, state, local or state foreign statute or regulation, regulation including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Equal Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the New York Executive Laws (including the New York State Human Rights Law), the New York State Paid Family Leave Benefits Law, the New York State Civil Rights Law, the New York Labor Law, the New York Worker Adjustment and Retraining Act, the New York Corrections Law, the New York City Administrative Code (including the New York City Human Rights Law), the Massachusetts Fair Employment Practices Law, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Minimum Fair Wage Act, the Massachusetts Plant Closing Law, the Massachusetts Wage Act, the Massachusetts Equal Pay Act, the Massachusetts Parental Leave Act, and the Massachusetts Sexual Harassment Statute, each as amended and including each of their respective implementing regulations and/or and any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and or released; (ii) arising out of or relating to your employment relationship with the Company or any other Released Parties and/or the termination or cessation of Executive’s employmentyour employment relationship, including without limitation any and all Claims relating to or arising from the events, allegations, and/or subject matter of that certain letter correspondence dated March 8, 2024 from The Mxxxx Xxxxxx Law Group to the Company; (iii) relating to wrongful discharge, constructive discharge, or breach of contract; or (iiiiv) arising under or relating to any policy, agreement, understanding understanding, or promise, written or oral, formal or informal, between the Company or any other Releasee Released Parties and Executiveyou, including but not limited to the Offer Letter and the Plan; provided however, that notwithstanding the foregoing, nothing contained in this release shall impair, waive and/or release (u) claims and/or rights that the Company and/or any of the Released Parties defend, indemnify and/or hold you harmless, (w) your right to enforce the terms of this Agreement, (v) your rights to your Vested Options, Vested RSUs and/or any other similar interest and/or equity, (x) any recovery to which you may be entitled pursuant to state laws regarding workers’ compensation and/or unemployment insurance, (y) any rights you may have to vested benefits under employee benefit plans, (z) any rights or claims that cannot be validly waived under applicable law, and (aa) any claims and/or rights you may have against the Company that arise after the date you sign this Agreement. b. You represent that, as of the date upon which you sign this Agreement (provided that you do not timely revoke it pursuant to Section 12 below), you have not sold, assigned, transferred, conveyed or otherwise disposed of to any third party any action, lawsuit, debt, obligation, agreement, guarantee, judgment, damage or claim of any nature whatsoever relating to the Company, any of the Released Parties, or any matter covered in this Agreement. You also represent and warrant that you have not relied upon any promises or representations, express or implied, that are not expressly set forth in this Agreement.

General Release of Claims. ExecutiveTo the fullest extent permitted by applicable laws, for Executive hereby generally, irrevocably and on behalf unconditionally releases and forever discharges and covenants not to xxx the Company, all of Executive and Executive’s heirsits affiliated entities, executors, administrators, all of its successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective memberscurrent and/or former employees, officers, members, managers, shareholders, owners, directors, stockholderstrustees, partners, employeesrepresentatives, agents, representatives and attorneys, employee benefit plans and each of their respective subsidiaries, affiliates, estates, predecessors, successorsfiduciaries and administrators, and assigns all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (eachcollectively, individuallyincluding without limitation the Company, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from any and all rights, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promisesliabilities, obligations, injuries, actions or rights of action of any nature whatsoever, (including without limitation claims for damages, demands or liabilities of every kind whatsoeverattorneys’ fees, in law or in equityinterest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason that exist as of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes signs this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulationRelease Agreement, including, without limitationbut not limited to: (a) any claims based upon, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to in any manner connected with Executive’s employment with or service for the termination Company, or the separation of Executive’s employmentemployment with or service for the Company; (b) all claims arising under the Age Act; (c) all claims arising under all other federal, state and local laws; (d) all claims based on contract, tort, common law or other theories of recovery; and (e) all claims based upon, arising out of or in any manner connected with any acts, events or omissions occurring on or before the date Executive signs this Release Agreement; provided, however, Executive and the Company acknowledge and agree that the foregoing release/covenant not to xxx does not release or affect (i) any rights Executive may have with respect to any vested benefits under any employer benefit plans or programs of the Company, (ii) any of Executive’s rights to severance compensation under Section ___ of the Employment Agreement, (iii) arising under any claim for Base Salary (as defined in the Employment Agreement) earned by Executive prior to the employment termination date, or (iv) any claims for reimbursement of business expenses incurred prior to the employment termination date. Executive has been advised by the Company that this Release Agreement does not prohibit Executive from filing an administrative charge of discrimination with a governmental agency such as the United States Equal Employment Opportunity Commission (“EEOC”) relating to his employment with any policyof the Released Parties; provided, agreementhowever, understanding or promiseExecutive waives and releases, written or oralto the fullest extent permitted by law, formal or informal, between the Company any and all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. Should the EEOC, any other Releasee administrative agency or other person bring a complaint, charge or legal action on Executive’s behalf against any of the Released Parties based on any acts, events or omissions occurring on or before the date Executive signs this Release Agreement, Executive hereby waives any rights to, and Executivewill not accept, any remedy obtained through the efforts of such agency or person.

General Release of Claims. Xxxxxxx Xxxxxxxxx (“Executive”), for himself and on behalf of Executive and Executive’s his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Section 6(b) (other than the Accrued Amounts) of the Employment Agreement to which this release is attached as Exhibit A (the “Employment Agreement”), does hereby voluntarily, knowingly and willingly release and forever discharge Cartesian Growth Corporation (the Company and all of “Company”), its past and present parents, subsidiaries, affiliated companies, successors and affiliatesassigns, each of their respective membersand its current or former directors, officers, directors, stockholders, partners, employees, agentsshareholders or agents in such capacities (collectively with the Company, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “ReleaseesReleased Parties”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debtscontroversies, covenants, contracts, promises, obligations, damages, claims and demands or liabilities of every kind whatsoever, in law for or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) , whether known or unknown including, but not limited to, all claims under any applicable laws arising from the beginning of time up to the date Executive executes this Agreement under or in connection with respect to (A) any such Claims relating in any way to Executive’s employment relationship with or termination thereof, whether for tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the Company job or incurred as a result of loss of employment, or for unpaid wages, back pay, commissions, bonuses, incentive pay, vacation pay, legal fees, severance or other compensation; any claims arising under any contracts, express or implied, or any covenant of good faith and fair dealing, express or implied, or fraud and breach of duty, or any legal restrictions on the Company’s right to terminate employees; and any federal, state or other Releaseegovernmental common law, and (B) any such Claims arising statute, regulation, or ordinance, including without limitation or under any federal, state or local or state statute law or regulation, including, including without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, limitation claims arising under or relating to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Fair Labor Standards Act, the Genetic Information Nondiscrimination Act of 2008, the Worker and Adjustment Retraining Notification Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Rehabilitation Act of 19741973, Section 125 of the New York Workers’ Compensation Law, the New York State Constitution, N.Y.S. Senate Xxxx 8091, the New York City Administrative Code, the New York State and City Human Rights Laws, the New York Labor Law and the New York Constitution, each of the foregoing as amended amended. Executive acknowledges that the Company encouraged him to consult with an attorney of his choosing, and including each through this General Release of their respective implementing regulations and/or Claims encourages him to consult with his attorney with respect to possible claims under the ADEA and that he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Executive expressly waives any and all claims under ADEA that he may have as of the date hereof. Executive further understands that by signing this General Release of Claims he is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any rights to receive any payments or benefits pursuant to Section 6 of the Employment Agreement, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Executive may have as a former officer or director of the Company or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of the Company. Nothing contained in this Agreement shall affect any right Executive has to file an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) or any other federaladministrative agency with respect to which such right cannot be waived, statesubject to the restriction that if any such charge is filed, local Executive agrees to the fullest extent permitted by law not to violate the confidentiality provisions of this Agreement. By signing this General Release, Executive further represents and agrees that, to the fullest extent permitted by law, Executive will not be entitled to any personal recovery in any action or foreign law (statutory, regulatory proceeding before the EEOC or otherwise) otherwise that may be legally waived and released; (ii) commenced on Executive’s behalf arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivematters released hereby.

General Release of Claims. Executive(a) Except for claims “carved-out” in Paragraph 5(c) below, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge expressly waives any claims against the Company and all of releases the Company including the Company’s predecessor, successor, parent, subsidiary and affiliated entities, as well as its past and present parentstheir officers, subsidiaries, and affiliates, each of their respective members, officersExecutives, directors, stockholders, partners, employeesmanagers, agents, representatives representatives, attorneys and attorneysassigns, past and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns present (each, individually, a “Releasee,” collectively referred to herein as the “Company Releasees”) from any and all rights, claims, chargesdemands, actions, and causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities action of every kind whatsoever, in law or in equityand nature, whether known or unknown, suspected or unsuspected unsuspected, fixed or contingent, that Executive now owns or holds or at any time may have held or owned against the Company Releasees or any of them, arising out of or in any way related to any transaction, agreement, occurrence, act, or omission whatsoever occurring, existing, or omitted at any time before the date hereof (collectively, collectively “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation), including, without limitation, any Claims: (i) Arising out of or in any way connected with Executive’s employment with the Age Discrimination Company (including, without limitation, any claims for wages, severance pay, bonuses, employment benefits whether related to the Company’s policies or welfare benefit plans, or damages of any kind whatsoever) and the termination thereof; (ii) Arising out of or in Employment Act any way related to any employment agreement or any other contracts, express or implied, any covenant of 1967good faith and fair dealings, as amended by express or implied, any theory of wrongful discharge, or any legal restriction on the Older Workers Benefit Protection ActCompany’s right to terminate Executives; (iii) Arising out of or in any way related to any federal, state, or other governmental statute or ordinance or wage order, including, without limitation, Title VII of the Civil Rights Act of 1964, the Federal Age Discrimination in Employment Act of 1967, as amended, the Equal Pay Act, as amended, the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990, and/or to the Employee Retirement Income Security Act of 1974extent waivable, each as amended and including each of their respective implementing regulations and/or any other federal, state, state or local or foreign law (statutorystatutory or decisional), regulatory regulation, or otherwiseordinance, or any other legal limitation on the employment relationship including but not limited to any claims arising out of any federal, state or local statutes, orders or regulations prohibiting discrimination on account or race, color, creed or religion, sex, sexual harassment, national origin, age, handicap or disability, marital status, height, weight, pregnancy, or sexual preference or orientation thereof, retaliation; (iv) Arising out of common law, whether sounding in contract or in tort, including, but not limited to, causes of action for wrongful discharge, quantum meruit, negligence, infliction of emotional distress, defamation, misrepresentation, fraud, conspiracy, invasion of privacy, interference with business advantage, interference with prospective economic advantage, interference with contractual relationship, failure to pay compensation of any kind, and/or failure to pay equal compensation for equal work. (b) Executive further understands and acknowledges that: (i) This Agreement constitutes a voluntary waiver of any and all rights and claims Executive has against the Company Releasees as of the date of the execution of this Agreement, including rights or claims arising under the Age Discrimination in Employment Act; (ii) Executive has waived rights or claims pursuant to this Agreement in exchange for consideration, the value of which exceeds the payment or remuneration to which he was already entitled; (iii) Executive is hereby advised that he may consult with an attorney of his choosing concerning this Agreement prior to executing it; (iv) Executive has been afforded a period of at least 21 days to consider the terms of this Agreement, and in the event he should decide to execute this Agreement in fewer than 21 days, he has done so with the express understanding that he has been given and declined the opportunity to consider this Agreement for a full 21 days; (v) Executive agrees that material and/or immaterial changes to this Agreement made by either party after the date Executive was given this Agreement do not effect or restart the running of the twenty-one (21) day period and Executive agrees to waive any such claim that the a material and/or immaterial change to this Agreement extended the applicable running time period; and (vi) Executive may revoke this subparagraph 5(b) of the Agreement at any time during the seven (7) days following the date of execution of this Agreement, and this subparagraph 5(b) of the Agreement shall not become effective or enforceable until such revocation period has expired (the “Effective Date”). Executive understands that his revocation under this subparagraph 5(b) of the Agreement constitutes rejection of the entire Severance amount and the Benefit Payments. (c) This Agreement does not release (i) claims that cannot be legally waived and releasedreleased as a matter of law; (ii) arising out claims that relate to events which may occur after execution of or relating to this Agreement, nor shall it preclude Executive from filing a lawsuit for the termination exclusive purpose of enforcing Executive’s employmentrights under this Agreement; (iii) any claim or right held by Executive (whether as an officer, director, stockholder or in any other capacity) for coverage under the Company’s D&O policies or any similar coverage or protection provided under the organizational documents of the Company; or (iiiiv) arising under or relating any right to receive a reward for the provision of information to any policy, agreement, understanding or promise, written or oral, formal or informal, between governmental authority. This Agreement shall not prohibit Executive from challenging the Company validity of the release of ADEA claims by seeking assistance from the Equal Employment Opportunity Commission (“EEOC”) or any other Releasee and Executivegovernment agency. This Agreement shall not preclude Executive from filing a charge with, or cooperating in an investigation by, any government administrative agency with respect to any other right waived herein, provided that Executive does not seek any damages, remedies, or other relief from the Company for himself personally, which Executive covenants not to do.

General Release of Claims. Executive(a) Except for claims “carved-out” in Paragraph 5(c) below, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge expressly waives any claims against the Company and all of releases the Company including the Company’s predecessor, successor, parent, subsidiary and affiliated entities, as well as its past and present parentstheir officers, subsidiaries, and affiliates, each of their respective members, officersExecutives, directors, stockholders, partners, employeesmanagers, agents, representatives representatives, attorneys and attorneysassigns, past and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns present (each, individually, a “Releasee,” collectively referred to herein as the “Company Releasees”) from any and all rights, claims, chargesdemands, actions, and causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities action of every kind whatsoever, in law or in equityand nature, whether known or unknown, suspected or unsuspected unsuspected, fixed or contingent, that Executive now owns or holds or at any time may have held or owned against the Company Releasees or any of them, arising out of or in any way related to any transaction, agreement, occurrence, act, or omission whatsoever occurring, existing, or omitted at any time before the date hereof (collectively, collectively “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation), including, without limitation, any Claims: (i) Arising out of or in any way connected with Executive’s employment with the Age Discrimination Company (including, without limitation, any claims for wages, severance pay, bonuses, employment benefits whether related to the Company’s policies or welfare benefit plans, or damages of any kind whatsoever) and the termination thereof; (ii) Arising out of or in Employment Act any way related to any employment agreement or any other contracts, express or implied, any covenant of 1967good faith and fair dealings, as amended by express or implied, any theory of wrongful discharge, or any legal restriction on the Older Workers Benefit Protection ActCompany’s right to terminate Executives; (iii) Arising out of or in any way related to any federal, state, or other governmental statute or ordinance or wage order, including, without limitation, Title VII of the Civil Rights Act of 1964, the Federal Age Discrimination in Employment Act of 1967, as amended, the Equal Pay Act, as amended, the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990, and/or to the Employee Retirement Income Security Act of 1974extent waivable, each as amended and including each of their respective implementing regulations and/or any other federal, state, state or local or foreign law (statutorystatutory or decisional), regulatory regulation, or otherwiseordinance, or any other legal limitation on the employment relationship including but not limited to any claims arising out of any federal, state or local statutes, orders or regulations prohibiting discrimination on account or race, color, creed or religion, sex, sexual harassment, national origin, age, handicap or disability, marital status, height, weight, pregnancy, or sexual preference or orientation thereof, retaliation; (iv) Arising out of common law, whether sounding in contract or in tort, including, but not limited to, causes of action for wrongful discharge, quantum meruit, negligence, infliction of emotional distress, defamation, misrepresentation, fraud, conspiracy, invasion of privacy, interference with business advantage, interference with prospective economic advantage, interference with contractual relationship, failure to pay compensation of any kind, and/or failure to pay equal compensation for equal work. (b) Executive further understands and acknowledges that: (i) This Agreement constitutes a voluntary waiver of any and all rights and claims Executive has against the Company Releasees as of the date of the execution of this Agreement, including rights or claims arising under the Age Discrimination in Employment Act; (ii) Executive has waived rights or claims pursuant to this Agreement in exchange for consideration, the value of which exceeds the payment or remuneration to which he was already entitled; (iii) Executive is hereby advised that he may consult with an attorney of his choosing concerning this Agreement prior to executing it; (iv) Executive has been afforded a period of at least 21 days to consider the terms of this Agreement, and in the event he should decide to execute this Agreement in fewer than 21 days, he has done so with the express understanding that he has been given and declined the opportunity to consider this Agreement for a full 21 days; (v) Executive agrees that material and/or immaterial changes to this Agreement made by either party after the date Executive was given this Agreement do not affect or restart the running of the twenty-one (21) day period and Executive agrees to waive any such claim that a material and/or immaterial change to this Agreement extended the applicable running time period; and (vi) Executive may revoke this subparagraph 5(b) of the Agreement at any time during the seven (7) days following the date of execution of this Agreement, and this subparagraph 5(b) of the Agreement shall not become effective or enforceable until such revocation period has expired (the “Effective Date”). Executive understands that his revocation under this subparagraph 5(b) of the Agreement constitutes rejection of the entire Severance amount and the Benefit Payments. (c) This Agreement does not release (i) claims that cannot be legally waived and releasedreleased as a matter of law; (ii) arising out claims that relate to events which may occur after execution of or relating to this Agreement, nor shall it preclude Executive from filing a lawsuit for the termination exclusive purpose of enforcing Executive’s employmentrights under this Agreement; (iii) any claim or right held by Executive (whether as an officer, director, stockholder or in any other capacity) for coverage under the Company’s D&O policies or any similar coverage or protection provided under the organizational documents of the Company; or (iiiiv) arising under or relating any right to receive a reward for the provision of information to any policy, agreement, understanding or promise, written or oral, formal or informal, between governmental authority. This Agreement shall not prohibit Executive from challenging the Company validity of the release of ADEA claims by seeking assistance from the Equal Employment Opportunity Commission (“EEOC”) or any other Releasee and Executivegovernment agency. This Agreement shall not preclude Executive from filing a charge with, or cooperating in an investigation by, any government administrative agency with respect to any other right waived herein, provided that Executive does not seek any damages, remedies, or other relief from the Company for himself personally, which Executive covenants not to do.

General Release of Claims. ExecutiveEmployee releases, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release acquits and forever discharge the Company discharges Employer and all of its past former and present parentscurrent subsidiary and affiliated entities, subsidiaries, and affiliates, each of their respective membersdirectors, officers, directorsmanagers, stockholdersemployees, shareholders, insurers, attorneys, agents, partners, employeeslicensees, agents, representatives and attorneysrepresentatives, and each of their respective subsidiariessuccessors and assigns, affiliatesboth individually and in their corporate capacities (collectively, estates, predecessors, successors, "Released Parties") of and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rightsliabilities, claims, chargesdemands, actions, causes of action, complaints, sums of money, suits, debtscontroversies, covenants, contracts, promises, obligationsagreements, damages, demands or liabilities of every kind whatsoeverjudgments, in law or in equity, whether known or unknown, or suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive that Employee now or Executive’s heirs, executors, administrators, successors or assigns ever had, now hereafter has or may hereafter claim to have against the Released Parties (or any of them) for, upon, or by reason of CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE PAGE 1 any matter, cause thing, act or thing omission whatsoever: , arising or occurring on or at any time prior to (ibut not after) arising from the beginning of time up to the date Executive on which Employee executes this Agreement with respect to (A) Agreement. Employee agrees that this release is general and complete in nature, and includes, but is not limited to, any such Claims relating in any way to Executive’s employment claims arising out of Employee's relationship with Employer and the Company termination thereof; any claims for wages, compensation, or any other Releasee, and benefits (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act any bonus compensation and any accrued, but unused vacation); any claims for compensatory or exemplary damages; any claims relating to or arising out of 1967, any express or implied contract or covenant; any claims relating to or arising under any federal or state statute (such as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities federal Age Discrimination in Employment Act ("ADEA"), the Sarbanes-Oxley Act of 19902002, and the Oregon Revised Statutes); and any xxxxxx xxxxxxg at common law. Employee Retirement Income Security Act intends that this general and complete release is binding and enforceable notwithstanding the possibility that Employee may hereafter discover facts which, if such facts had been known by Employee as of 1974the execution of this Agreement, each as amended may have materially affected his decision to enter into this Agreement. Employee knowingly and including each intentionally hereby waives the benefit of their respective implementing regulations and/or any other federalstate or federal statute, statelaw, local order, or foreign law (statutory, regulatory or otherwise) rule that may be legally waived and released; (ii) arising out of or relating would provide to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executivecontrary.

General Release of Claims. ExecutiveExcept as specified below, for Executive waives and on behalf of Executive and Executive’s heirsreleases the Company, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiariesLTI, and affiliates, each of their respective membersformer, officers, directors, stockholders, partners, employees, agents, representatives and attorneyscurrent, and each of their respective subsidiariesfuture parents, affiliates, estatesrelated entities, predecessors, successors, and assigns subsidiaries, and each of these entities’ respective current and former officers, directors, agents, employees, attorneys, assigns, insurers, Company Group sponsored or established benefit plans, administrators, fiduciaries, and trustees of any Company Group sponsored or established benefit plans (eachcollectively, individually, a “Releasee,” collectively referred to as the “Releasees”) ), to the maximum extent permitted by law, from any and all rights, claims, charges, actions, claims or causes of action, complaintswhether or not now known, sums of moneyforeseen or unforeseen, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in act, event, or omission occurring through and including the date on which Executive signs this Agreement, and including but not limited to any way to matter arising out of or connected with Executive’s hire or employment relationship with the Company or any other Releaseethe termination of such employment, and (B) any such Claims arising under any federal, local or state statute or regulation, including, including without limitation, the Age Discrimination claims for compensation, bonuses, commissions, stock options, restricted stock, equity of any form or nature, shadow stock (excluding, in Employment Act of 1967each case, any Equity Rights, as amended by defined below), wages, monetary damages, and including any claim based in tort, contract, statute, regulation, constitutional provisions, or any other common law claim, any claims of wrongful discharge, defamation, slander, libel, fraud, assault, battery, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, negligence, personal injury, invasion of privacy, false imprisonment, conversion, breach of contract (whether express, oral, written or implied from any source), and breach of the Older Workers Benefit Protection Actcovenant of good faith and fair dealing, promissory estoppel, fraud, any claims for alleged discrimination, retaliation or harassment based on sex, age, race, national origin, disability, sexual orientation, medical condition, pregnancy or any other protected basis, claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Rehabilitation Act, the Equal Pay Act, the Americans with Disabilities Act of 1990Act, the Employee Executive Retirement Income Security Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, except as prohibited by law, the Xxxxxxxx-Xxxxx Act of 19742002, each the North Carolina Retaliatory Employment Discrimination Act, the North Carolina Persons With Disabilities Protection Act, the North Carolina Wage and Hour Act, the North Carolina Equal Employment Practices Act, and any and all other constitutional, federal, state and local laws and regulations relating to employment, all as amended amended, and including each any and all claims for attorneys’ fees and costs, and interest and penalties (collectively, the “Claims”), with the only exceptions to such waiver and release being: (a) Any rights to defense or indemnification or insurance coverage that Executive may have as a former officer or director of their respective implementing regulations the Company Group; (b) Unemployment, state disability, and/or paid family leave insurance benefits pursuant to the terms of applicable law; (c) Workers’ compensation insurance benefits pursuant to applicable state law under the terms of any worker’s compensation insurance policy or fund; (d) Continued participation in the Company Group’s group medical benefit plans at pursuant to the terms and conditions of the federal law known as “COBRA” and/or any applicable state law counterpart; (e) Any rights with respect to any stock options, restricted stock units, shares of stock, phantom equity, or other federalgrants or rights made by any member of the Company Group to Executive from time to time pursuant to written documentation executed by any member of the Company Group (collectively, state“Equity Rights”); and (f) Any other rights that, local or foreign law pursuant to applicable law, are not subject to waiver by Executive. It is expressly agreed and acknowledged that the rights referenced in the foregoing clauses (statutory, regulatory or otherwisea)-(f) that may be legally waived are not “Claims” and released; (ii) arising out are therefore excluded from the scope of or relating the releases set forth in this Section 3. If and to the termination extent that any claims, demands, or causes of action Executive released or attempted to release in this Section 3 exist and accrued prior to the execution of this Agreement by Executive’s employment; , and the approval of any court, agency, administrative body, commission, or (iii) arising under or relating other entity is necessary to fully effectuate any policysuch release, agreement, understanding or promise, written or oral, formal or informal, between Executive agrees to participate in and cooperate fully with the Company or Group and any other Releasee and ExecutiveReleasees in obtaining any such approval.

General Release of Claims. Executive(a) Employee expressly waives any claims that Employee may have against the Company (including, for and on behalf purposes of Executive and Executive’s heirsthis Section 3, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective memberssubsidiaries, officers, directors, stockholdersshareholders, partnersmanagers, employees, agents, representatives and attorneysinvestors, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, representatives) and assigns (each, individually, a “Releasee,” collectively referred to as releases the “Releasees”) Company from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has existed or may hereafter claim to have by reason of existed at any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes of Employee’s execution of this Agreement with respect to (A) any such Claims relating Agreement, including claims related in any way to ExecutiveEmployee’s employment relationship with the Company or the ending of that relationship. This waiver and release includes, but is not limited to, any other Releaseeclaims for wages, Separation Agreement & General Release bonuses, employment benefits, stock options or restricted stock, or damages of any kind whatsoever, arising out of any common law torts, arising out of any contracts, express or implied, any covenant of good faith and (B) fair dealing, express or implied, any such Claims arising under theory of wrongful discharge, any theory of negligence, any theory of retaliation, any theory of discrimination or harassment in any form, any legal restriction on the Company’s right to terminate employees, or any federal, local state, or state statute other governmental statute, executive order, or regulationordinance, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 19641964 as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Americans with Disabilities Act of 1990Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974Act, each as amended and including each of their respective implementing regulations and/or the Washington Law Against Discrimination, or any other federallegal limitation on or regulation of the employment relationship, stateexcept as described in Paragraphs 4(d) and 4(e) below. (b) The Company expressly waives any claims that the Company may have against Employee, local whether in Employee’s capacity as an employee, officer or foreign law (statutory, regulatory director of the Company or otherwise) that , and releases Employee from any claims, whether known or unknown, which existed or may be legally waived have existed at any time up to the date of Employee’s execution of this Agreement, including claims related in any way to Employee’s employment, status or performance as an officer, or directorship or other relationship with the Company or the ending of such relationships. This waiver and released; (ii) release includes, but is not limited to, any claims for excesss wages, bonuses, employment benefits, stock options or restricted stock paid or provided to Employee, and damages of any kind whatsoever, whether arising out of any common law torts, arising out of any contracts, express or relating implied, any covenant of good faith and fair dealing, express or implied, any fiduciary duty or obligation, express or implied, or any theory of negligence or harassment in any form, except as described in Paragraph 4(d) and 4(e) below. (c) It is the intention of the parties that this Agreement is a General Release which shall be effective as a bar to each and every claim, demand, or cause of action released by this Agreement. Each party releasing or waiving any claims under this Agreement (Employee or the termination Company, as applicable, the “Releasing Party”) recognizes that it may have some claim, demand, or cause of Executiveaction against the other party of which the Releasing Party is totally unaware and unsuspecting, which the Releasing Party is giving up by execution of this Agreement. It is the intention of the Releasing Party in executing this Agreement that it will deprive it of each such claim, demand, or cause of action and prevent it from asserting it against any other party as to whom a General Release has been given. (d) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. However, the waiver and release shall not be construed as waiving or releasing any claim that as a matter of law cannot be waived or released. (e) The Releasing Party represents that it has not filed any complaints, charges or lawsuits against the other party with any governmental agency or any court, and agrees that it will not initiate any complaints or lawsuits in the future based on claims that are released and waived hereby. However, nothing in this Agreement shall preclude either party from filing a lawsuit for the exclusive purpose of enforcing its rights under this Agreement. In addition, Employee does not waive Employee’s employment; right to file a charge with the Equal Employment Separation Agreement & General Release Opportunity Commission or (iii) arising under other government agency. However, Employee waives any right to recover monetary remedies and agrees that he will not accept any monetary remedy as a result of any charge or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between legal action filed against the Company by any such agency. (f) The Releasing Party represents and warrants that it is the sole owner of the actual or alleged claims, rights, causes of action, and other matters which are released herein, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any other Releasee manner, and Executivethat it has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein.

General Release of Claims. Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”) which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement with respect to (A) any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releasee, and (B) any such Claims arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.. IF 17= 1 "" "17" 2

General Release of Claims. ExecutiveFor valuable consideration, for the receipt and on behalf adequacy of Executive and Executive’s heirswhich are hereby acknowledged, executors, administrators, successors and assigns, the undersigned does hereby voluntarily, knowingly and willingly release and forever discharge the Company “Releasees” hereunder, consisting of Opnext, Inc. and all each of its past and present parentspartners, associates, affiliates, subsidiaries, and affiliatessuccessors, each of their respective membersheirs, assigns, agents, directors, officers, directors, stockholders, partners, employees, agentsshareholders, representatives and attorneysrepresentatives, lawyers, accountants, insurers, and each all persons acting by, through, under or in concert with them, or any of their respective subsidiariesthem, affiliates, estates, predecessors, successors, of and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, manner of action or actions, cause or causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, suspected fixed or unsuspected contingent (collectively, hereinafter called “Claims”) ), which Executive or Executive’s heirs, executors, administrators, successors or assigns ever had, the undersigned now has or may hereafter claim to have against the Releasees, or any of them, by reason of any matter, cause cause, or thing whatsoever: (i) arising whatsoever from the beginning of time up to the date Executive executes this Agreement with respect to (A) hereof. The Claims released herein include, without limiting the generality of the foregoing, any such Claims relating in any way arising out of, based upon, or related to Executive’s the employment relationship with or termination from employment of the Company undersigned by the Releasees, or any of them; any Claim for benefits under any stock option or other Releasee, equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Releasees’ right to terminate the employment of the undersigned; and (B) any such Claims arising under alleged violation of any federal, state or local or state statute or regulation, ordinance including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans with With Disabilities Act Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this Release shall not operate to release any Claims which the undersigned may have to payments or benefits under Section 10 or Section 11 of that certain Second Amended and Restated Employment Agreement, dated as of August 18, 2011, by and between Opnext, Inc. and the undersigned. THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, the Employee Retirement Income Security Act of 1974, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any other Releasee and Executive.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

General Release of Claims. Executive(a) In consideration of the benefits provided to Mx. Xxxxxxxxxx described in this Agreement, for Mx. Xxxxxxxxxx hereby agrees and covenants not to sxx and not to make any claims of any kind against Proxim, any of its past and present divisions, subsidiaries, affiliates or related companies, any of the successors or assigns of Proxim or any of these entities, and all past and present directors, officers, employees, shareholders, partners, members, managers, advisors, representatives, attorneys, accountants, and agents of any of the foregoing entities (collectively the “Releasees”) before any court, agency, tribunal, authority or other forum, and Mx. Xxxxxxxxxx further agrees to, and hereby does, on behalf of Executive himself and Executive’s his heirs, executors, administrators, successors personal representatives and permitted assigns, hereby voluntarily, knowingly fully and willingly forever release and forever discharge the Company Releasees for and all of its past and present parents, subsidiaries, and affiliates, each of their respective members, officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors, and assigns (each, individually, a “Releasee,” collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligationslawsuits, damages, demands or liabilities contracts and causes of every kind whatsoever, in action at law or in equity, of any nature whatsoever, and any and all other actions in any court, agency, tribunal, authority or other forum, in each case whether known or unknown, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive accrued or Executive’s heirscontingent, executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to and including the date Executive executes of this Agreement with respect to Agreement, that Mx. Xxxxxxxxxx may have against any of them, including, without limitation: (Ai) any such Claims and all claims relating in any way to Executive’s or arising from Mx. Xxxxxxxxxx’x employment relationship with the Company Proxim (or any other Releasee, of its affiliated companies) and the termination of that relationship; (Bii) any such Claims and all claims relating to, or arising under from, Mx. Xxxxxxxxxx’x right to purchase, or actual purchase of shares of stock of Proxim (or any federal, local or state statute or regulationof its affiliated companies), including, without limitation, the Age Discrimination any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (iii) any and all claims for wrongful discharge of employment; termination in Employment Act violation of 1967public policy; discrimination; breach of contract, as amended by the Older Workers Benefit Protection Actboth express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; (iv) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, each as amended the Worker Adjustment and including each Retraining Notification Act, the Older Workers Benefit Protection Act; the California Fair Employment and Housing Act; and Labor Code section 201, et seq. and section 970, et seq.; (v) any and all claims for violation of their respective implementing regulations and/or any other the federal, or any state, local or foreign law constitution; (statutory, regulatory or otherwisevi) that may be legally waived any and released; (ii) all claims arising out of or any other laws and regulations relating to the termination of Executive’s employmentemployment or employment discrimination; or and (iiivii) arising under or relating any and all claims for attorneys’ fees and costs. This release does not apply to any policyclaims relating solely to indemnification, agreementcontribution, understanding or promiseinsurance coverage. Mx. Xxxxxxxxxx acknowledges and agrees that, written without the release of claims set forth herein, he would not receive the payments and benefits set forth in this Agreement. (b) Mx. Xxxxxxxxxx understands and agrees that, except as set forth therein, Section 6(a) above is a full and final release covering all known as well as unknown or oralunanticipated debts, formal claims, or informaldamages Mx. Xxxxxxxxxx may have against the Releasees. Mx. Xxxxxxxxxx represents that he is not aware of any claims against any of the Releasees. Mx. Xxxxxxxxxx acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542. Therefore, between Mx. Xxxxxxxxxx hereby expressly waives any and all rights or benefits which he may now have, or in the Company future may have, under the terms of Section 1542 of the California Civil Code, which provides as follows (or any other Releasee and Executive.statute or common law principle with a similar effect):

General Release of Claims. Executive3.1 Except for the obligations arising out of this Agreement and any claims that cannot be waived as a matter of law, in consideration of this Agreement and the other good and valuable consideration provided to Employee pursuant hereto, Employee, for Employee and on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, knowingly and willingly release and forever discharge the Company each and all of its past and present Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, subsidiariesspouses, companies and affiliates (all referred to as the “Employee Releasors”) hereby irrevocably and unconditionally releases, and affiliatesfully and forever discharges and absolves Company, its parents, subsidiaries and affiliates (“Advantage Companies”) and each of their respective memberspartners, officers, directors, stockholdersmanagers, partnersshareholders, members, agents, employees, agentsheirs, representatives and divisions, attorneys, and each of their respective subsidiariestrustees, affiliatesadministrators, estatesexecutors, representatives, predecessors, successors, assigns, related organizations and assigns related employee benefit plans (eachcollectively, individually, a “Releasee,” collectively referred to as the “Company Releasees”) ), of, from and for any and all rights, claims, charges, actionsrights, causes of action, complaints, sums of money, suits, debts, covenants, contracts, promises, obligationsdemands, damages, demands or rights, remedies and liabilities of every whatsoever kind whatsoeveror character, in law or in equity, whether known or unknown, suspected or unsuspected (collectivelyunsuspected, “Claims”) which Executive past, present, or Executive’s heirsfuture, executors, administrators, successors or assigns that the Employee Releasors have ever had, may now has have, or may hereafter claim later assert against the Company Releasees whether or not arising out of or related to have Employee’s employment with Company or the termination of Employee’s employment by reason of any matterCompany (hereinafter referred to as “Employee’s Released Claims”), cause or thing whatsoever: (i) arising from the beginning of time up to and including the date Executive executes this Agreement with respect to (A) Effective Date, including without limitation, any such Claims relating in any way to Executive’s employment relationship with the Company or any other Releaseeclaims, debts, obligations, and (B) causes of action of any such Claims kind arising under any (i) contract including but not limited to the Employment Agreement and any bonus or other compensation plan, (ii) any common law (including but not limited to any tort claims) or (iii) any federal, state or local or state statute or regulation, statutory law including, without limitation, any law which prohibits discrimination or harassment on the Age Discrimination in Employment Act basis of 1967sex, as amended by the Older Workers Benefit Protection Actrace, national origin, veteran status, age, immigration or marital status, sexual orientation, disability, or on any other basis, including without limitation, those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act, any state or local wage and hour laws (to the fullest extent permitted by law), and/or any state or local laws which prohibit discrimination or harassment of any kind, including, without limitation, the California Family Rights Act and the California Fair Employment and Housing Act. 3.2 Employee represents and warrants that Employee has brought no complaint, claim, charge, action or proceeding against any of the Advantage Companies in any jurisdiction or forum, nor will Employee, from the Effective Date forward, encourage any other person or persons in doing so. Employee covenants and agrees never to pursue any judicial proceedings against the Company Releasees asserting any of the Employee’s Released Claims and (notwithstanding the above representation and warranty) to dismiss forthwith any such proceedings initiated to date. Employee shall not bring any complaint, claim, charge, action or proceeding to challenge the validity of this Agreement or encourage any other person or persons in doing so. Notwithstanding the foregoing, nothing herein shall prevent Employee from filing or from cooperating in any charge filed with a governmental agency; provided, however, Employee acknowledges and agrees that Employee waiving the right to any monetary recovery should any agency (such as the Equal Opportunity Commission or any similar state or local agency) pursue any claim for Employee’s benefit. Further, nothing herein shall prevent Employee from challenging the validity of the release of Employee’s claims, if any, under the Age Discrimination in Employment Act. 3.3 Except with respect to a breach of obligations arising out of this Agreement, if any, and to the fullest extent permitted by law, execution of this Agreement by the parties operates as a complete bar and defense against any and all of Employee’s Released Claims. Section 3.1 does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 19741934 or Section 806 of the Sarbanes Oxley Act of 2002, each as amended and including each of their respective implementing regulations and/or or any other federalwhistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder. Nothing in Section 3.1 waives (i) Executive’s rights to indemnification or any payments under any fiduciary insurance policy, stateif any, local provided by any act or foreign agreement of the Company, state or federal law (statutoryor policy of insurance, regulatory or any other indemnification rights to which Executive may be entitled under the organizational documents, by contract, as a matter of law, or otherwise) , or under any power that the Company may be legally waived and releasedhave to indemnify Executive or hold Executive harmless; (ii) arising out any vested rights Executive (and/or his dependents) may have under the employee benefit plans, programs, policies or arrangements of or relating to the termination of Executive’s employmentCompany and its affiliates; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company claims for unemployment compensation or any other Releasee state disability insurance benefits pursuant to the terms of applicable state law; (iv) claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and Executive.conditions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (v) claims for breach of any of the Company’s continuing obligations to Executive under the Employment Agreement; and