Common use of General Waiver and Release Clause in Contracts

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive the Severance Payment described in the Amended and Restated Change in Control Agreement, dated as of December 23, 2008, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and all of its respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited to, Claims pursuant to Federal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive the Severance Payment described in the Amended and Restated Change in Control Agreement, dated as of December 23February 28, 20082006, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and all of its respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited to, Claims pursuant to Federal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive Employee the Severance Payment severance benefits described in the Amended and Restated that certain Change in Control Agreement, dated as of December 23________________, 200820__, among Executive between Employee and the Company (the “Agreement”), ExecutiveEmployee, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and all of its their respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, actions causes of action, sums of money due, suitssuites, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which ExecutiveEmployee, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties includingParties, but not limited to, Claims arising which arise out of or are in any way connected with ExecutiveEmployee’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited toby way of limitation, Claims pursuant to Federalfederal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 those a. Those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claimsb. Claims, if any, for ExecutiveEmployee’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any c. Any rights to indemnification or advancement of expenses to which Executive Employee may otherwise be entitled pursuant to the articles Articles of incorporation Incorporation or bylaws Bylaws of any of the Released Parties, or by contract or applicable law, as a result of ExecutiveEmployee’s service as an officer or director of any of the Released Parties. Executive Employee further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, backpay front pay, liquidated damages, compensatory damages, general damages, damages special damages, punitive damagesdamage, exemplary damages, costs, expenses and attorneys’ fees.

General Waiver and Release. For and in consideration of the agreement of -------------------------- Mirant and the Company to provide Executive the Severance Payment severance benefits described in the Amended and Restated that certain Change in Control Agreement, dated as of December 23April 2, 20082001, among Executive Executive, Mirant and the Company (the “"Agreement”"), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Mirant and the Company, and all of its their respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “"Released Parties”") from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “"Claims”") whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited toby way of limitation, Claims arising out of or in any way connected with Executive’s 's employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited toby way of limitation, Claims pursuant to Federalfederal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 A. those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered;; and 1.2 B. claims, if any, for Executive’s 's accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“"ERISA”")), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 C. any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles Articles of incorporation 16 Incorporation or bylaws Bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s 's service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ ' fees.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive the Severance Payment described in the Amended and Restated Change in Control Agreement, dated as of December 23April 9, 20082012, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and all of its respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited to, Claims pursuant to Federal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees, except for the Severance Payment required pursuant to the Agreement.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive Employee the Severance Payment severance benefits described in the Amended and Restated that certain Change in Control Agreement, dated as of December 23June ____, 20082005, among Executive between Employee and the Company (the “"Agreement”"), ExecutiveEmployee, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and all of its their respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “"Released Parties”") from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “"Claims”") whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which ExecutiveEmployee, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties includingParties, but not limited to, Claims arising which arise out of or are in any way connected with Executive’s Employee's employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited toby way of limitation, Claims pursuant to Federalfederal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 those a. Those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claimsb. Claims, if any, for Executive’s Employee's accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“"ERISA”")), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any c. Any rights to indemnification or advancement of expenses to which Executive Employee may otherwise be entitled pursuant to the articles Articles of incorporation Incorporation or bylaws Bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s Employee's service as an officer or director of any of the Released Parties. Executive Employee further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ ' fees.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive Employee the Severance Payment severance benefits described in the Amended and Restated that certain Change in Control Agreement, dated as of December 23________________, 200820__, among Executive between Employee and the Company (the “Agreement”), ExecutiveEmployee, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and all of its their respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, actions causes of action, sums of money due, suitssuites, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which ExecutiveEmployee, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties includingParties, but not limited to, Claims arising which arise out of or are in any way connected with ExecutiveEmployee’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited toby way of limitation, Claims pursuant to Federalfederal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 those a. Those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claimsb. Claims, if any, for ExecutiveEmployee’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any c. Any rights to indemnification or advancement of expenses to which Executive Employee may otherwise be entitled pursuant to the articles Articles of incorporation Incorporation or bylaws Bylaws of any of the Released Parties, or by contract or applicable law, as a result of ExecutiveEmployee’s service as an officer or director of any of the Released Parties. Executive Employee further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpayback pay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damagesdamage, exemplary damages, costs, expenses and attorneys’ fees.

General Waiver and Release. For and in consideration of the agreement of -------------------------- Mirant and the Company to provide Executive the Severance Payment severance benefits described in the Amended and Restated that certain Change in Control Agreement, dated as of December 23April 2, 20082001, among Executive Executive, Mirant and the Company (the “"Agreement”"), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Mirant and the Company, and all of its their respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “"Released Parties”") from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “"Claims”") whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited toby way of limitation, Claims arising out of or in any way connected with Executive’s 's employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited toby way of limitation, Claims pursuant to Federalfederal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 A. those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered;; and 1.2 B. claims, if any, for Executive’s 's accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“"ERISA”")), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 C. any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles Articles of incorporation 17 Incorporation or bylaws Bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s 's service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ ' fees.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive Employee the Severance Payment severance benefits described in the Amended and Restated that certain Change in Control Agreement, dated as of December 23___________________, 200820__, among Executive between Employee and the Company (the “Agreement”), ExecutiveEmployee, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and all of its their respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, actions causes of action, sums of money due, suitssuites, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which ExecutiveEmployee, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties includingParties, but not limited to, Claims arising which arise out of or are in any way connected with ExecutiveEmployee’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited toby way of limitation, Claims pursuant to Federalfederal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 those a. Those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claimsb. Claims, if any, for ExecutiveEmployee’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any c. Any rights to indemnification or advancement of expenses to which Executive Employee may otherwise be entitled pursuant to the articles Articles of incorporation Incorporation or bylaws Bylaws of any of the Released Parties, or by contract or applicable law, as a result of ExecutiveEmployee’s service as an officer or director of any of the Released Parties. Executive Employee further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpayback pay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damagesdamage, exemplary damages, costs, expenses and attorneys’ fees.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive Employee the Severance Payment severance benefits described in the Amended and Restated that certain Change in Control Agreement, dated as of December 23______________________, 200820___, among Executive between Employee and the Company (the “Agreement”), ExecutiveEmployee, with the intention of binding himself and all of his Employee’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, Successor Employer, their parents, affiliates, subsidiaries, predecessors, divisions, and successors, and all of its their respective past and present officers, directors, stockholders, employees, agents, parent corporationsinsurers, predecessors, subsidiaries, affiliates, estates, successorsemployee benefit plans and fiduciaries of such plans, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, causes of action, sums of money due, suitssuites, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which ExecutiveEmployee, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties includingParties, including but not limited to, to all Claims arising which arise out of or are in any way connected with ExecutiveEmployee’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited toby way of limitation, Claims pursuant to Federalfederal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 those a. Those obligations of the Company and its affiliates under Affiliates to pay benefits upon termination of employment as set forth in the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claimsb. Claims, if any, for ExecutiveEmployee’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any c. Any rights to indemnification or advancement of expenses to which Executive Employee may otherwise be entitled pursuant to the articles Articles of incorporation Incorporation or bylaws Bylaws of any of the Released Parties, or by contract or applicable law, as a result of ExecutiveEmployee’s service as an officer or director of any of the Released Parties. Executive Employee further understands and agrees that he has that, subject to the exceptions in subparagraphs a., b. and c. above, Employee is knowingly relinquishedrelinquishing, waived waiving and forever released releasing any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpayback pay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damagesdamage, exemplary damages, costs, expenses and attorneys’ fees.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive the Severance Payment described in the Amended and Restated Change in Control Agreement, dated effective as of December 23March 1, 20082005, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and all of its respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited to, Claims pursuant to Federal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees.

General Waiver and Release. For (a) The Company Shareholder, on behalf of itself and in consideration any of the agreement of the Company to provide Executive the Severance Payment described in the Amended and Restated Change in Control Agreement, dated as of December 23, 2008, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his its heirs, executors, administrators and assignsbeneficiaries, does hereby release, remise, acquit and forever discharge the Company, and all of its respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estatesadministrators, successors, assigns and attorneys controlled Affiliates, as applicable (hereinafter collectively referred to each, a “Releasor”), hereby forever, unconditionally and irrevocably acquits, remises, discharges and releases, effective as of the Closing, the Group Companies and their respective Affiliates (including Parent and TopCo, after the Closing), each of their respective officers, directors, equityholders, employees, partners, trustees and Representatives, and each successor and assign of any of the foregoing (collectively, the “Company Released Parties”) ), from any and all claims, obligations, liabilities, charges, actionsdemands, and causes of actionaction of every kind and character, sums of money duewhether accrued or fixed, suitsabsolute or contingent, debtsmatured or unmatured, covenantssuspected or unsuspected or determined or determinable, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in and whether at law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, Releasor now has, owns ever had or holds may have against or has with the Company Released Parties, or any of them, in any capacity, whether directly or derivatively through another Person, for, upon, or by reason of any matter, cause or thing, whatsoever, on or at any time heretofore ever hadprior to the Closing, owned relating to the Company Shareholder’s relationship as an equity holder of, or held service provider to, the Group Companies and agrees not to bring or threaten to bring or otherwise join in any action against the Company Released Parties includingParties, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company or any of the Released Parties them, for, upon, or the termination by reason of any such employment relationshipmatter, includingcause or thing, but not limited whatsoever, on or at any time prior to the Closing relating to each undersigned stockholder’s relationship as an equity holder of, or service provider to, Claims pursuant to Federal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amendedGroup Companies; provided, however, that nothing herein is intended that, to the extent applicable to each Releasor, the claims, obligations, liabilities, charges, demands, and causes of action released pursuant to this Section 4(a) (collectively, the “Released Claims”) does not apply to the following: (a) regular salary and vacation or shall be construed to require the Released Parties to institute or continue in effect any particular plan other compensation or benefit that is accrued and earned but unpaid by any Group Company at the Closing; (b) any unreimbursed travel or other expenses and advances that are reimbursable under the current policies of any Group Company; (c) any benefits that are accrued and earned but unpaid at the Closing under any employee benefit plan of any Group Company or any rights under health insurance plans, retirement plans or other similar plans sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any timeGroup Company; and 1.3 (d) any rights to indemnification or advancement of expenses indemnification, exculpation and/or 13 Note to which Executive may otherwise Draft: Bracketed language to be entitled pursuant to included in the articles of incorporation or bylaws of any of the Released Parties, or agreement executed by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ feesAlvogen.

General Waiver and Release. For (a) Effective as of, and in consideration contingent upon, the consummation of the agreement of Closing, the Company to provide Executive the Severance Payment described in the Amended Stockholder, on behalf of itself and Restated Change in Control Agreement, dated as any of December 23, 2008, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his its heirs, executors, administrators and beneficiaries, administrators, successors, assigns, does controlled Affiliates and any other Person or entity claiming by, through or under any of the foregoing (each, a “Releasor”), hereby releaseforever, remiseunconditionally and irrevocably acquits, acquit remises, discharges and forever discharge releases, effective as of the CompanyClosing, the Company and all its Affiliates (including, after the Closing, Parent, First Merger Sub, Second Merger Sub, the Surviving Entity, each Parent Released Party and each of its their respective past and present Affiliates), each of their respective officers, directors, stockholdersequityholders, employees, partners, members, investment managers, principals, investors, agents, parent corporationstrustees and Representatives, predecessorsand each predecessor, subsidiariessuccessor and assign of any of the foregoing (collectively, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as the “Released PartiesReleasees”) from any and all claims, disputes, controversies, demands, charges, actionscomplaints, causes of action, sums of money duedamages, costs, expenses, obligations, losses, rights, suits, debtsaccountings, covenantsorders, contractsjudgments, obligations, agreements, rights, damages, promises, demands or losses and liabilities (hereinafter collectively referred to as “Claims”) of every kind and character whatsoever, in whether accrued or fixed, absolute or contingent, matured or unmatured, suspected or unsuspected or determined or determinable, and whether at law or in equity, that any Releasee may have to such Releasor (or that any Releasor may have against any Releasee), in any capacity, whether directly or derivatively through another Person, arising contemporaneously with or prior to the Closing, or arising from any matter concerning the Company, its Subsidiaries, the Merger Agreement, any Transaction Agreement or the Transactions (including, without limitation, the Repurchases or the Recapitalization) (collectively, the “Released Claims”); provided that the foregoing shall not release the Releasees from liabilities and obligations (A) under this Agreement, the Merger Agreement and the other Transaction Agreements, (B) if such Releasor is an employee of the Company, with respect to earned but unpaid wages or other compensation or benefits and rights of any Releasor under any written employment agreements with or benefit plans of the Company in existence as of the date hereof (other than to the extent inconsistent with the terms of the Merger Agreement or any Transaction Agreement) or (C) solely in respect of the Company, Parent and the Surviving Entity, with respect to indemnification, exculpation and/or advancement of expenses (whether pursuant to the Charter Documents of the Company, any insurance policy or any other agreement entered into with the Company) in respect of any Releasor for serving as an officer, director, manager, agent or employee of the Company, in each case existing prior to Closing. Further, the Company Stockholder, on behalf of itself and the Releasors, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or threatening, commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee based upon any Released Claim. Without limiting the foregoing, the Company Stockholder, on behalf of itself and each Releasor, understands and agrees that the claims released in this Section 6(a), if and when released, include not only claims presently known but also include all unknown or unanticipated claims, obligations, liabilities, charges, demands, and causes of action of every kind and character that would otherwise come within the scope of the Released Claims. (b) Effective as of, and contingent upon, the consummation of the Closing, the Company Stockholder, on behalf of itself and each Releasor, knowingly and voluntarily waives and releases any and all rights and benefits he, she or it may not have, or in the future may have, under Section 1542 of the California Civil Code (“Section 1542”) or any analogous state law or federal law, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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.” The Company Stockholder, on behalf of itself and each Releasor, understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such the Company Stockholder the right not to release existing claims of which the Company Stockholder is not aware, unless the Company Stockholder voluntarily chooses to waive this right. Having been so apprised, the Company Stockholder, on behalf of itself and each Releasor, nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company related to claims or any of the Released Parties or the termination of any such employment relationship, including, but not limited to, Claims other matters purported to be released pursuant to Federalthis Section 6, state or local statutein each case, regulationeffective at the Closing. The Company Stockholder, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach on behalf of contract; (iv) tort actions of any typeitself and each Releasor, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands acknowledges and agrees that he has knowingly relinquished, waived the foregoing waiver is an essential and forever released any and all remedies arising out material term of the aforesaid employment relationship or the termination thereof, includingrelease provided pursuant to this Section 6 and that, without limitationsuch waiver, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ feesParent would not have agreed to the terms of this Agreement.

General Waiver and Release. For Each IPC Party does hereby, and in consideration each IPC Party shall cause such IPC Party’s Affiliates, successors and assigns and any other person or entity claiming by, through or under any of the agreement foregoing to (and on behalf of the Company to provide Executive the Severance Payment described in the Amended and Restated Change in Control Agreementeach of them, dated as of December 23, 2008, among Executive and the Company (the “Agreement”such IPC Party does hereby), Executiveeffective as of, with and contingent upon, the intention of binding himself Closing, unconditionally and all of his heirs, executors, administrators and assigns, does hereby irrevocably release, remise, acquit waive and forever discharge the Company, Parent, PubCo, each of their predecessors and all successors and each of its their respective past past, present and present officers, future directors, stockholdersofficers, employees, agents, parent corporationsassigns, predecessorsstockholders, subsidiariespartners, affiliates, estates, successors, assigns Subsidiaries and attorneys (hereinafter collectively referred to as “Released Parties”) Affiliates from any and all claims, chargesdemands, actionsjudgments, causes of action, sums action and liabilities of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) any nature whatsoever, in law whether or in equity, whether known or unknownnot known, suspected or unsuspectedclaimed, which Executivearising directly or indirectly from any act, individually omission, event or transaction occurring on or prior to the Effective Time, but excluding any of such IPC Party’s, or, as applicable, such IPC Party’s Affiliates’, rights expressly set forth in this Agreement, the Merger Agreement or the exhibits thereto, the Ancillary Agreements, or in respect of any IPC Party’s Affiliates serving as a member director or officer of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company or any of the Released Parties or the termination its Subsidiaries, under any contract of any such employment relationship, including, but not limited to, Claims pursuant to Federal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; insurance covering directors and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations officers of the Company and or its affiliates Subsidiaries prior to the Closing or in the case of such Affiliate’s capacity as a director or officer of the Company or its Subsidiaries prior to the Closing, under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, indemnification provisions of the Released Parties Company (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles Subsidiary’s) certificate of incorporation or bylaws bylaws. WITHOUT LIMITING THE FOREGOING, EACH STOCKHOLDER (ON HIS, HER OR ITS OWN BEHALF AND ON BEHALF OF HIS, HER OR ITS AFFILIATES, SUCCESSORS AND ASSIGNS) EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS AFFORDED BY ANY APPLICABLE STATUTE IN THE CONTEXT OF A GENERAL RELEASE, WHICH STATUTE GENERALLY PROVIDES FOR THE FOLLOWING: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS, HER OR ITS FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM, HER OR IT MAY HAVE MATERIALLY AFFECTED HIS, HER OR ITS SETTLEMENT WITH THE DEBTOR.” EACH STOCKHOLDER ACKNOWLEDGES THAT HE, SHE OR IT HAS CAREFULLY READ THE FOREGOING WAIVER AND GENERAL RELEASE AND UNDERSTANDS ITS CONTENTS. Each Stockholder represents and warrants that (x) there are no liens, or claims of lien, or assignments in law or equity or otherwise of or against any of the Released Partiesclaims or causes of action released herein, (y) such Stockholder has not transferred or by contract otherwise alienated any such claims or applicable lawcauses of action, as a result of Executive’s service as an officer or director of any of and (z) such Stockholder is fully authorized and entitled to give the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ feesreleases specified herein.

General Waiver and Release. For and in consideration (a) Xx. Xxxxxxxxx, on behalf of the agreement of the Company to provide Executive the Severance Payment described in the Amended and Restated Change in Control Agreement, dated as of December 23, 2008, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby releasewaives and releases all known, remiseunknown, acquit and forever discharge the Companysuspected, and all unsuspected claims related to his/her employment or the termination of that employment, that he/she has or may have, as of the date he/she signs this Agreement, against Employer, any of its parents, subsidiaries or affiliates, or any of their respective past and present officerssuccessors, affiliates, directors, stockholdersofficers, employeesfiduciaries, agentsinsurers, parent corporationsemployees or agents (collectively, predecessors"the Releasees"). The claims being waived and released include, subsidiariesbut are not limited to: (i) all claims arising under any federal, affiliatesstate or local statute, estatescode, successorsordinance, assigns and attorneys regulation, executive order or other similar law (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company or any Title VII of the Released Parties or Civil Rights Acts of 1964 and 1991; the termination Age Discrimination in Employment Act of any such employment relationship, including, but not limited to, Claims pursuant to Federal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination1967; (ii) wrongful dischargethe Americans with Disabilities Act; (iii) breach of contractthe Family Medical Leave Act; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 1974, the Rehabilitation Act, the Worker Adjustment and Retraining Notification Act, any state, local, and other federal employment laws, and any amendments to any of the foregoing); (“ERISA”))ii) all tort claims; (iii) all breach of contract claims; (iv) all claims under common law for wrongful discharge; (v) all other common law claims; (vi) all claims for litigation costs, as amendedexpenses or attorney's fees; provided, however, and (vii) all other claims that nothing herein may entitle Xx. Xxxxxxxxx to any form of payment or equitable relief. (b) Even though the general waiver and release in Section 8(a) is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties waive and the Company and release all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable possible claims under every conceivable law, as a result the law requires that claims under certain statues must be specifically mentioned by name. The parties agree that this Section 8(b) satisfies that requirement. (i) Xx. Xxxxxxxxx, on behalf of Executive’s service as an officer or director of any of the Released Parties. Executive further understands himself and agrees his heirs, executors, administrators and assigns, waives and releases all known, unknown, suspected, and unsuspected claims that he has knowingly relinquishedor may have, waived and forever released any and all remedies arising out as of the aforesaid employment relationship date he signs this Agreement, under the Age Discrimination in Employment Act ("ADEA"). (c) Xx. Xxxxxxxxx specifically acknowledges his understanding that the general waiver and release described in this Section 8 is intended to be as broad and general as the law allows. Xx. Xxxxxxxxx acknowledges that unknown and unsuspected claims or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses losses are covered by this waiver and attorneys’ feesrelease and confirms that he took this into account when deciding whether or not to enter into this Agreement.

General Waiver and Release. For and in consideration of the agreement of Mirant and the Company to provide Executive the Severance Payment severance benefits described in the Amended and Restated that certain Change in Control Agreement, dated as of December 23April 2, 20082001, among Executive Executive, Mirant and the Company (the “"Agreement”"), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Mirant and the Company, and all of its their respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “"Released Parties”") from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “"Claims”") whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited toby way of limitation, Claims arising out of or in any way connected with Executive’s 's employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited toby way of limitation, Claims pursuant to Federalfederal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 A. those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered;; and 1.2 B. claims, if any, for Executive’s 's accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“"ERISA”")), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 C. any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles Articles of incorporation Incorporation or bylaws Bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s 's service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ ' fees.

General Waiver and Release. For The Management Equityholder does hereby, and in consideration the Management Equityholder shall cause the Management Equityholder’s heirs, successors and assigns and any other person or entity claiming by, through or under any of the agreement foregoing to (and on behalf of each of them, the Company to provide Executive the Severance Payment described in the Amended and Restated Change in Control Agreement, dated as of December 23, 2008, among Executive and the Company (the “Agreement”Management Equityholder does hereby), Executiveeffective as of, with and contingent upon, the intention of binding himself Closing, unconditionally and all of his heirs, executors, administrators and assigns, does hereby irrevocably release, remise, acquit waive and forever discharge the Company, Parent, PubCo, each of their predecessors and all successors and each of its their respective past past, present and present officers, future directors, stockholdersofficers, employees, agents, parent corporationsassigns, predecessorsstockholders, subsidiariespartners, affiliates, estates, successors, assigns Subsidiaries and attorneys (hereinafter collectively referred to as “Released Parties”) Affiliates from any and all claims, chargesdemands, actionsjudgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring on or prior to the Effective Time, but excluding any of the Management Equityholder’s, or, as applicable, the Management Equityholder’s Affiliates’, rights (i) expressly set forth in this Agreement, the Merger Agreement or the exhibits thereto, (ii) under any contract of insurance covering directors and officers of the Company prior to the Closing or in the Management Equityholder’s capacity as a director or officer of the Company prior to Closing, under the indemnification, exculpation or expense reimbursement provisions of the Company’s certificate of incorporation or the Company bylaws, (iii) to receive accrued but unpaid compensation, expense reimbursement, or health, disability or life insurance benefits payable in accordance with Company Benefit Plans, or (iv) under any employment or other agreement between the Management Equityholder and the Company set forth on the Schedules. WITHOUT LIMITING THE FOREGOING, THE MANAGEMENT EQUITYHOLDER (ON HIS, HER OR ITS OWN BEHALF AND ON BEHALF OF HIS OR HER HEIRS, SUCCESSORS AND ASSIGNS) EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS AFFORDED BY ANY APPLICABLE STATUTE IN THE CONTEXT OF A GENERAL RELEASE, WHICH STATUTE GENERALLY PROVIDES FOR THE FOLLOWING: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS, HER OR ITS FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM, HER OR IT MAY HAVE MATERIALLY AFFECTED HIS, HER OR ITS SETTLEMENT WITH THE DEBTOR.” THE MANAGEMENT EQUITYHOLDER ACKNOWLEDGES THAT HE, SHE OR IT HAS CAREFULLY READ THE FOREGOING WAIVER AND GENERAL RELEASE AND UNDERSTANDS ITS CONTENTS. The Management Equityholder represents and warrants that (x) there are no liens, or claims of lien, or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein, (y) the Management Equityholder has not transferred or otherwise alienated any such claims or causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited to, Claims pursuant to Federal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (vz) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations of Management Equityholder is fully authorized and entitled to give the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ feesreleases specified herein.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive the Severance Payment described in the Amended and Restated Change in Control Agreement, dated as of December 23April ____, 20082012, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and all of its respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited to, Claims pursuant to Federal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees, except for the Severance Payment required pursuant to the Agreement.

General Waiver and Release. For (a) Effective as of, and in consideration contingent upon, the consummation of the agreement Closing, each Stockholder, on behalf of the Company to provide Executive the Severance Payment described in the Amended itself and Restated Change in Control Agreement, dated as any of December 23, 2008, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his its heirs, executors, administrators and beneficiaries, administrators, successors, assigns, does controlled Affiliates and any other Person or entity claiming by, through or under any of the foregoing (each, a “Releasor”), hereby releaseforever, remiseunconditionally and irrevocably acquits, acquit remises, discharges and forever discharge releases, effective as of the CompanyClosing, the Company and all its Affiliates (including, after the Closing, Parent, First Merger Sub, Second Merger Sub, the Surviving Entity, each Parent Released Party and each of its their respective past and present Affiliates), each of their respective officers, directors, stockholdersequityholders, employees, partners, members, investment managers, principals, investors, agents, parent corporationstrustees and Representatives, predecessorsand each predecessor, subsidiariessuccessor and assign of any of the foregoing (collectively, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as the “Released PartiesReleasees”) from any and all claims, disputes, controversies, demands, charges, actionscomplaints, causes of action, sums of money duedamages, costs, expenses, obligations, losses, rights, suits, debtsaccountings, covenantsorders, contractsjudgments, obligations, agreements, rights, damages, promises, demands or losses and liabilities (hereinafter collectively referred to as “Claims”) of every kind and character whatsoever, in whether accrued or fixed, absolute or contingent, matured or unmatured, suspected or unsuspected or determined or determinable, and whether at law or in equity, that any Releasee may have to such Releasor (or that any Releasor may have against any Releasee), in any capacity, whether directly or derivatively through another Person, arising contemporaneously with or prior to the Closing, arising from any matter relating to the Company, the company Subsidiaries, or the Shares or otherwise with respect to the Stockholder’s ownership of capital stock or other equity interest in the Company or (collectively, the “Released Claims”); provided, that the foregoing shall not release the Releasees from liabilities and obligations (A) under this Agreement, the BCA and the other Transaction Agreements or any other document, certificate or Contract executed or delivered in connection with the BCA or in furtherance of the Transactions, (B) if such Releasor is an employee of the Company, with respect to earned but unpaid wages or other compensation or benefits and rights of any Releasor under any written employment agreements with or benefit plans of the Company in existence as of the date hereof (other than to the extent inconsistent with the terms of the BCA or any Transaction Agreement), (C) solely in respect of the Company, Parent and the Surviving Entity, with respect to indemnification, exculpation, set-off, reimbursement and/or advancement of expenses (whether pursuant to the Charter Documents of the Company, any insurance policy or any other agreement entered into with the Company) in respect of any Releasor for serving as an officer, director, manager, agent or employee of the Company, in each case existing prior to Closing, (D) any rights under any bona-fide commercial agreement between the Company and the Stockholder, or (E) for the fraud or willful misconduct by the Releasee. Further, each Stockholder, on behalf of itself and the Releasors, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or threatening, commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee based upon any Released Claim. Without limiting the foregoing, each Stockholder, on behalf of itself and each Releasor, understands and agrees that the claims released in this Section 7(a), if and when released, include not only claims presently known but also include all unknown or unanticipated claims, obligations, liabilities, charges, demands, and causes of action of every kind and character that would otherwise come within the scope of the Released Claims. (b) Effective as of, and contingent upon, the consummation of the Closing, each Stockholder, on behalf of itself and each Releasor, knowingly and voluntarily waives and releases any and all rights and benefits he, she or it may not have, or in the future may have, under Section 1542 of the California Civil Code (“Section 1542”) or any analogous state law or federal law, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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.” (c) Each Stockholder, on behalf of itself and each Releasor, understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such Stockholder the right not to release existing claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder, on behalf of itself and each Releasor, nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company related to claims or any of the Released Parties or the termination of any such employment relationship, including, but not limited to, Claims other matters purported to be released pursuant to Federalthis Section 7, state or local statutein each case, regulationeffective at the Closing. Each Stockholder, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach on behalf of contract; (iv) tort actions of any typeitself and each Releasor, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands acknowledges and agrees that he has knowingly relinquished, waived the foregoing waiver is an essential and forever released any and all remedies arising out material term of the aforesaid employment relationship or the termination thereof, includingrelease provided pursuant to this Section 7 and that, without limitationsuch waiver, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ feesParent would not have agreed to the terms of this Agreement.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive the Severance Payment described in the Amended and Restated Change in Control Agreement, dated as of December 23February 25, 20082013, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and all of its respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited to, Claims pursuant to Federal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees, except for the Severance Payment required pursuant to the Agreement.

General Waiver and Release. For and in consideration of the agreement of Mirant and the Company to provide Executive the Severance Payment severance benefits described in the Amended and Restated Change in Control that certain Retention Agreement, dated as of December 23July 9, 20082002, among Executive Executive, Mirant and the Company (the “"Agreement”"), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Mirant and the Company, and all of its their respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “"Released Parties”") from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “"Claims”") whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited toby way of limitation, Claims arising out of or in any way connected with Executive’s 's employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited toby way of limitation, Claims pursuant to Federalfederal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 A. those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered;; and 1.2 B. claims, if any, for Executive’s 's accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“"ERISA”")), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 C. any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles Articles of incorporation Incorporation or bylaws Bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s 's service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ ' fees.

General Waiver and Release. For and in consideration of the ----------------------------- agreement of Mirant and the Company to provide Executive the Severance Payment severance benefits described in the Amended and Restated that certain Change in Control Agreement, dated as of December 23April 2, 20082001, among Executive Executive, Mirant and the Company (the “"Agreement”"), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Mirant and the Company, and all of its their respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “"Released Parties”") from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “"Claims”") whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited toby way of limitation, Claims arising out of or in any way connected with Executive’s 's employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited toby way of limitation, Claims pursuant to Federalfederal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 A. those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered;; and 1.2 B. claims, if any, for Executive’s 's accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“"ERISA”")), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 C. any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles Articles of incorporation 16 Incorporation or bylaws Bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s 's service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ ' fees.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive the Severance Payment described in the Amended and Restated Change in Control Agreement, dated as of December 23April ____, 20082012, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and all of its respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited to, Claims pursuant to Federal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees, except for the Severance Payment required pursuant to the Agreements.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive Employee the Severance Payment severance benefits described in the Amended and Restated that certain Change in Control Agreement, dated as of December 23_______________, 200820___, among Executive between Employee and the Company (the “Agreement”), ExecutiveEmployee, with the intention of binding himself and all of his Employee’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, Successor Employer, their parents, affiliates, subsidiaries, predecessors, divisions, and successors, and all of its their respective past and present officers, directors, stockholders, employees, agents, parent corporationsinsurers, predecessors, subsidiaries, affiliates, estates, successorsemployee benefit plans and fiduciaries of such plans, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, actions causes of action, sums of money due, suitssuites, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which ExecutiveEmployee, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties includingParties, including but not limited to, to all Claims arising which arise out of or are in any way connected with ExecutiveEmployee’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited toby way of limitation, Claims pursuant to Federalfederal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 those a. Those obligations of the Company and its affiliates under Affiliates to pay benefits upon termination of employment as set forth in the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claimsb. Claims, if any, for ExecutiveEmployee’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any c. Any rights to indemnification or advancement of expenses to which Executive Employee may otherwise be entitled pursuant to the articles Articles of incorporation Incorporation or bylaws Bylaws of any of the Released Parties, or by contract or applicable law, as a result of ExecutiveEmployee’s service as an officer or director of any of the Released Parties. Executive Employee further understands and agrees that he has that, subject to the exceptions in subparagraphs a., b. and c. above, Employee is knowingly relinquishedrelinquishing, waived waiving and forever released releasing any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpayback pay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damagesdamage, exemplary damages, costs, expenses and attorneys’ fees.

General Waiver and Release. For (a) As partial consideration for the right to participate in the Merger as a Company Stockholder and in consideration of the agreement of receive Merger Consideration, the Company to provide Executive the Severance Payment described in the Amended Stockholder, on behalf of itself and Restated Change in Control Agreement, dated as any of December 23, 2008, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his its heirs, executors, administrators and assignsbeneficiaries, does hereby release, remise, acquit and forever discharge the Company, and all of its respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estatesadministrators, successors, assigns and attorneys controlled Affiliates, as applicable (hereinafter collectively referred to each, a “Releasor”), hereby forever, unconditionally and irrevocably acquits, remises, discharges and releases, effective as of the Closing, the Group Companies and their respective Affiliates (including Parent, after the Closing), each of their respective officers, directors, equityholders, employees, partners, trustees and Representatives, and each successor and assign of any of the foregoing (collectively, the “Company Released Parties”) ), from any and all claims, obligations, liabilities, charges, actionsdemands, and causes of actionaction of every kind and character, sums of money duewhether accrued or fixed, suitsabsolute or contingent, debtsmatured or unmatured, covenantssuspected or unsuspected or determined or determinable, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in and whether at law or in equity, which any Releasor now has, ever had or may have against or with the Company Released Parties, or any of them, in any capacity, whether directly or derivatively through another Person, for, upon, or by reason of any matter, cause or thing, whatsoever, on or at any time prior to the Closing, relating to the Company Stockholder’s relationship as an equity holder of, or service provider to, the Group Companies and agrees not to bring or threaten to bring or otherwise join in any action against the Company Released Parties, or any of them, for, upon, or by reason of any matter, cause or thing, whatsoever, on or at any time prior to the Closing relating to each undersigned stockholder’s relationship as an equity holder of, or service provider to, the Group Companies; provided, however, that, to the extent applicable to each Releasor, the claims, obligations, liabilities, charges, demands, and causes of action released pursuant to this Section 4(a) (collectively, the “Released Claims”) does not apply to the following: (a) regular salary and vacation or other compensation or benefit that is accrued and earned but unpaid by any Group Company at the Closing; (b) any unreimbursed travel or other expenses and advances that are reimbursable under the current policies of any Group Company; (c) any benefits that are accrued and earned but unpaid at the Closing under any employee benefit plan of any Group Company or any rights under health insurance plans, retirement plans or other similar plans sponsored by any Group Company; (d) any rights to indemnification, exculpation and/or advancement of expenses pursuant to the Governing Documents of any Group Company, indemnification agreements with any Group Company or any directors’ and officers’ liability insurance policies with respect to actions taken or not taken by such Releasor in his or her capacity as an officer or director of a Group Company; or (e) any rights of the Releasors under this Agreement, the Merger Agreement and Ancillary Agreements. Without limiting the foregoing, the Company Stockholder, on behalf of itself and each Releasor, understands and agrees that the claims released in this Section 4(a) include not only claims presently known but also include all unknown or unanticipated claims, obligations, liabilities, charges, demands, and causes of action of every kind and character that would otherwise come within the scope of the Released Claims. The Company Stockholder, on behalf of itself and each Releasor, understands that he, she or it may hereafter discover facts different from what he, she or it now believes to be true, which if known, could have materially affected this Agreement, but the Company Stockholder, on behalf of itself and each Releasor, nevertheless waives any claims or rights based on different or additional facts. The Company Stockholder, on behalf of itself and each Releasor, assumes the risk of any mistake of fact or applicable Law with regard to any potential claim or with regard to any of the facts that are now unknown to it relating thereto. The Company Stockholder, on behalf of itself and each Releasor, knowingly and voluntarily waives and releases any and all rights and benefits he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads 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.” The Company Stockholder, on behalf of itself and each Releasor, understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Company Stockholder the right not to release existing claims of which the Company Stockholder is not aware, unless the Company Stockholder voluntarily chooses to waive this right. Having been so apprised, the Company Stockholder, on behalf of itself and each Releasor, nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or related to claims or other matters purported to be released pursuant to this Section 4, in any way connected with Executive’s employment with each case, effective at the Closing. The Company Stockholder, on behalf of itself and each Releasor, acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 4 and that, without such waiver, Parent would not have agreed to the terms of this Agreement. (b) The Company Stockholder, on behalf of itself and each Releasor, represents and warrants that no Releasor has transferred or otherwise alienated any of the Released Parties claims or the termination causes of any such employment relationship, including, but not limited to, Claims pursuant to Federal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands and agrees that he has knowingly relinquished, waived and forever action released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ feesherein.

General Waiver and Release. For and in consideration of the agreement of the Company to provide Executive Employee the Severance Payment severance benefits described in the Amended and Restated that certain Change in Control Agreement, dated as of December 23____________ , 200820____ , among Executive between Employee and the Company (the “Agreement”), ExecutiveEmployee, with the intention of binding himself and all of his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, and all of its their respective past and present officers, directors, stockholders, employees, agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as “Released Parties”) from any and all claims, charges, actions, actions causes of action, sums of money due, suitssuites, debts, covenants, contracts, agreements, rights, damages, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which ExecutiveEmployee, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties includingParties, but not limited to, Claims arising which arise out of or are in any way connected with ExecutiveEmployee’s employment with the Company or any of the Released Parties or the termination of any such employment relationship, including, but not limited toby way of limitation, Claims pursuant to Federalfederal, state or local statute, regulation, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any type, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date)type, except as follows: 1.1 those a. Those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claimsb. Claims, if any, for ExecutiveEmployee’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any c. Any rights to indemnification or advancement of expenses to which Executive Employee may otherwise be entitled pursuant to the articles Articles of incorporation Incorporation or bylaws Bylaws of any of the Released Parties, or by contract or applicable law, as a result of ExecutiveEmployee’s service as an officer or director of any of the Released Parties. Executive Employee further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpayback pay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damagesdamage, exemplary damages, costs, expenses and attorneys’ fees.

General Waiver and Release. For (a) Effective as of, and in consideration contingent upon, the consummation of the agreement of Closing, the Company to provide Executive the Severance Payment described in the Amended Stockholder, on behalf of itself and Restated Change in Control Agreement, dated as any of December 23, 2008, among Executive and the Company (the “Agreement”), Executive, with the intention of binding himself and all of his its heirs, executors, administrators and beneficiaries, administrators, successors, assigns, does controlled Affiliates and any other Person or entity claiming by, through or under any of the foregoing (each, a “Releasor”), hereby releaseforever, remiseunconditionally and irrevocably acquits, acquit remises, discharges and forever discharge releases, effective as of the CompanyClosing, the Company and all its Affiliates (including, after the Closing, Parent, First Merger Sub, Second Merger Sub, the Surviving Entity and each of its their respective past and present Affiliates), each of their respective officers, directors, stockholdersequityholders, employees, agentspartners, parent corporationstrustees and Representatives, predecessorsand each successor and assign of any of the foregoing (collectively, subsidiaries, affiliates, estates, successors, assigns and attorneys (hereinafter collectively referred to as the “Released PartiesReleasees”) from any and all claims, demands, charges, actionscomplaints, causes of action, sums of money duedamages, costs, expenses, obligations, losses, rights, suits, debtsaccountings, covenantsorders, contractsjudgments, agreementsobligations, rights, damages, promises, demands or agreements and liabilities (hereinafter collectively referred to as “Claims”) of every kind and character whatsoever, in whether accrued or fixed, absolute or contingent, matured or unmatured, suspected or unsuspected or determined or determinable, and whether at law or in equity, that any Releasee may have to such Releasor (or that any Releasor may have against any Releasee), in any capacity, whether directly or derivatively through another Person, arising contemporaneously with or prior to the Closing; provided that liabilities and obligations acquitted, remised, discharged and released pursuant to this Section 5(a) (collectively, the “Released Claims”) shall not include (A) any rights of the Releasors under this Agreement, the Merger Agreement and the other Transaction Agreements, (B) if such Releasor is an employee of the Company, rights to earned but unpaid wages or other compensation or benefits and rights under any written employment agreements with or benefit plans of the Company in existence as of the date hereof, (C) any rights to indemnification, exculpation and/or advancement of expenses (whether pursuant to the Charter Documents of the Company, any insurance policy or any other agreement entered into with the Company) for serving as an officer, director, manager, agent or employee of the Company, in each case existing prior to Closing, or (D) any rights as a third-party beneficiary to indemnification, exculpation and/or advancement of expenses set forth in the Indemnification Agreement by and between the Company and Xxxxx Xxxxx, dated November 1, 2018, in each case existing prior to Closing. Further, the Company Stockholder, on behalf of itself and the Releasors, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or threatening, commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee based upon any Released Claim. Without limiting the foregoing, the Company Stockholder, on behalf of itself and each Releasor, understands and agrees that the claims released in this Section 5(a), if and when released, include not only claims presently known but also include all unknown or unanticipated claims, obligations, liabilities, charges, demands, and causes of action of every kind and character that would otherwise come within the scope of the Released Claims. (b) Effective as of, and contingent upon, the consummation of the Closing, the Company Stockholder, on behalf of itself and each Releasor, knowingly and voluntarily waives and releases any and all rights and benefits he, she or it may not have, or in the future may have, under Section 1542 of the California Civil Code (“Section 1542”) or any analogous state law or federal law, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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.” The Company Stockholder, on behalf of itself and each Releasor, understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such the Company Stockholder the right not to release existing claims of which the Company Stockholder is not aware, unless the Company Stockholder voluntarily chooses to waive this right. Having been so apprised, the Company Stockholder, on behalf of itself and each Releasor, nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, which Executive, individually or as a member of any class, now has, owns or holds or has at any time heretofore ever had, owned or held against the Released Parties including, but not limited to, Claims arising out of or in any way connected with Executive’s employment with the Company related to claims or any of the Released Parties or the termination of any such employment relationship, including, but not limited to, Claims other matters purported to be released pursuant to Federalthis Section 5, state or local statutein each case, regulationeffective at the Closing. The Company Stockholder, ordinance or common-law for (i) employment discrimination; (ii) wrongful discharge; (iii) breach on behalf of contract; (iv) tort actions of any typeitself and each Releasor, including those for intentional or negligent infliction of emotional harm; and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive payments of any type (excluding amounts which have been earned but have not been paid on the release date), except as follows: 1.1 those obligations of the Company and its affiliates under the Agreement, pursuant to which this Waiver and Release is being executed and delivered; 1.2 claims, if any, for Executive’s accrued or vested benefits under the retirement plans, savings plans, stock options, investment plans and employee welfare benefit plans, if any, of the Released Parties (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided, however, that nothing herein is intended to or shall be construed to require the Released Parties to institute or continue in effect any particular plan or benefit sponsored by the Released Parties and the Company and all other Released Parties hereby reserve the right to amend or terminate any such plan or benefit at any time; and 1.3 any rights to indemnification or advancement of expenses to which Executive may otherwise be entitled pursuant to the articles of incorporation or bylaws of any of the Released Parties, or by contract or applicable law, as a result of Executive’s service as an officer or director of any of the Released Parties. Executive further understands acknowledges and agrees that he has knowingly relinquished, waived the foregoing waiver is an essential and forever released any and all remedies arising out material term of the aforesaid employment relationship or the termination thereof, includingrelease provided pursuant to this Section 5 and that, without limitationsuch waiver, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ feesParent would not have agreed to the terms of this Agreement.