Common use of Knowing and Voluntary Waiver Clause in Contracts

Knowing and Voluntary Waiver. Employee, by Employee’s free and voluntary act of signing below, (i) acknowledges that Employee has been given a period of twenty-one (21) days to consider whether to agree to the terms contained herein, (ii) acknowledges that Employee has been advised to consult with an attorney prior to executing this Agreement, (iii) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims Employee may have under the ADEA, prior to the date on which Employee signs this Agreement, and (iv) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee (the “Effective Date”). During the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claims, and to the extent such payments or benefits have already been made, Employee agrees that Employee will immediately reimburse Matador for the amounts of such payments and benefits to which he is not entitled.

Knowing and Voluntary Waiver. EmployeeYou expressly acknowledge and agree that you: (a) Are able to read the language, and understand the meaning and effect, of this Release; (b) Have no physical or mental impairment of any kind that has interfered with your ability to read and understand the meaning of this Release or its terms, and that your not acting under the influence of any medication, drug, or chemical of any type in entering into this Release; (c) Are specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay you the Severance Benefits in consideration for your agreement to accept it in full settlement of all possible claims you might have or ever have had, and because of your execution of this Release; (d) Acknowledge that, but for your execution of this Release, you would not be entitled to the Severance Benefits; (e) Understand that, by Employee’s free and voluntary act of signing belowentering into this Release, you do not waive rights or claims under ADEA that may arise after the date you execute this Release; (if) acknowledges that Employee has been given a period of Had or could have had [twenty-one (2121)][forty-five (45)] days from the date of your termination of employment (the “Release Expiration Date”) days in which to review and consider whether to agree this Release and that if I execute this Release prior to the terms contained hereinRelease Expiration Date, you have voluntarily and knowingly waived the remainder of the review period; (iig) acknowledges that Employee has been Have not relied upon any representation or statement not set forth in this Release or the Change in Control Severance Agreement made by the Company or any of its representatives; (h) Were advised to consult with an your attorney prior to executing this Agreement, (iii) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims Employee may have under the ADEA, prior to the date on which Employee signs this Agreement, and (iv) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated regarding the terms and provisions effect of this Agreement Release; and (i) Have signed this Release knowingly and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee (the “Effective Date”). During the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claims, and to the extent such payments or benefits have already been made, Employee agrees that Employee will immediately reimburse Matador for the amounts of such payments and benefits to which he is not entitledvoluntarily.

Knowing and Voluntary Waiver. EmployeeBy signing this General Release, by Employeethe Executive expressly acknowledges and agrees that: (a) the Executive has carefully read it and fully understands what it means; (b) the Executive has discussed this General Release with an attorney of the Executive’s free and voluntary act of choosing before signing below, it; (ic) acknowledges that Employee the Executive has been given a period of at least twenty-one (21) calendar days to consider whether this General Release; (d) the Executive has agreed to agree this General Release knowingly and voluntarily and was not subjected to any undue influence or duress; (e) the terms contained herein, consideration provided the Executive under Severance Agreement is sufficient to support the releases provided by the Executive under this General Release; (iif) acknowledges that Employee has been advised to consult with an attorney prior to executing the Executive may revoke the Executive’s execution of this Agreement, General Release within seven (iii7) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims Employee may have under days after the ADEA, prior to the date on which Employee Executive signs this Agreement, it by sending written notice of revocation as set forth below; and (ivg) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee Executive executes this General Release (the “Effective Date”). During , this General Release becomes effective and enforceable, provided that the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and Executive does not revoke a comparable release this Agreement during the revocation period. Any revocation of claimsthe Executive’s execution of this General Release must be submitted, and in writing, to Force Protection, Inc. 0000 Xxxxxxx 00, Xxxxxxxx Xx. 0, Xxxxxx, Xxxxx Xxxxxxxx 00000-0000, to the extent such attention of the Co-General Counsel, stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the General Counsel or mailed to the General Counsel and postmarked within seven (7) days of the Executive’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Executive agrees that if the Executive does not execute this General Release or, in the event of revocation, the Executive will not be entitled to receive any of the payments or benefits have already been madeunder the Severance Agreement (other than the Accrued Amounts and the Other Benefits). The Executive must execute this General Release on or before [·], Employee agrees that Employee will immediately reimburse Matador for the amounts of such payments and benefits to which he is not entitled20[·].

Knowing and Voluntary Waiver. EmployeeExecutive, by Employee’s his free and voluntary act of signing below, acknowledges that (i) acknowledges that Employee he has been given a period of twentyforty-one five (2145) days to consider whether to agree to the terms contained hereinin this Agreement, (ii) acknowledges that Employee has been advised the Company advises him to consult with an attorney prior to before executing this Agreement, (iii) acknowledges that Employee he understands that this Agreement specifically releases and waives all rights and claims Employee he may have under the ADEA, prior to ADEA before the date on which Employee he signs this Agreement, and (iv) he agrees to all of the Agreement terms of this Agreement and intends to be legally bound therebyby them, and (v) he has received, contemporaneous with this Agreement, a Supplemental Age Distribution Information Memorandum and a Supplemental Age Distribution Information Chart (together, the “OWBPA Memorandum”), which identify the job titles and ages of all employees of the Company who have been offered a Separation Agreement and Release Agreement in connection with Transactions (as defined in the Merger Agreement). Further, Executive acknowledges that the payments and benefits provided for in Section 3 of this Agreement will be delayed until both this Agreement and the Closing Date Waiver and Release become effective, enforceable and irrevocable. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of interpreting this Agreement. Rather, the this Agreement’s terms of this Agreement shall be construed fairly as to both the Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation Agreement’s preparation. The Company’s offer of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day shall expire after a period of forty-five (45) days after the date on which it is executed by Employee Executive first received this Agreement and the OWBPA Memorandum for consideration (the “Effective Expiration Date”). During the seven-day period prior to the Effective Dateafter Executive signs this Agreement, Employee Executive may revoke Employee’s his agreement to accept the Agreement’s terms hereof by giving notice representing in writing to Matador of Employee’s the Company his intention to revoke. If Employee Executive exercises Employee’s his right to revoke hereunderthis Agreement, Employee he shall not be entitledforfeit his right to receive any of the payments, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claimsstock or benefits provided for herein, and to the extent such payments or benefits have already been made, Employee Executive agrees that Employee he will immediately reimburse Matador the Company for the amounts of such payments and benefits to which he is not entitledbenefits.

Knowing and Voluntary Waiver. EmployeeBy signing this General Release, by the Employee expressly acknowledges and agrees that: (a) the Employee has carefully read it and fully understands what it means; (b) the Employee has discussed this General Release with an attorney of the Employee’s free and voluntary act of choosing before signing below, it; (ic) acknowledges that the Employee has been given a period of twenty-one (21) at least 21 calendar days to consider whether to agree to this General Release; (d) the terms contained herein, (ii) acknowledges that Employee has been advised agreed to consult with an attorney prior this General Release knowingly and voluntarily and was not subjected to executing any undue influence or duress; (e) the consideration provided him or her under Agreement is sufficient to support the releases provided by him or her under this Agreement, General Release; (iiif) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims the Employee may have under revoke the ADEA, prior to Employee’s execution of this General Release within seven days after the date on which Employee signs this Agreement, it by sending written notice of revocation as set forth below; and (ivg) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee executes this General Release (the “Effective Date”). During , this General Release becomes effective and enforceable, provided that the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release it during the revocation period. Any revocation of claimsthe Employee’s execution of this General Release must be submitted, in writing, to First Federal Savings and Loan Association of Port Angeles, at its main office, to the extent such attention of the Chairman of the Board, stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the Chairman of the Board of First Federal Savings and Loan Association of Port Angeles or mailed to the Chairman of the Board of First Federal Savings and Loan Association of Port Angeles and postmarked within seven days of the Employee’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Employee agrees that if the Employee does not execute this General Release or, in the event of revocation, the Employee will not be entitled to receive any of the payments or benefits have already been made, under Section 7(a) or 7(d) of the Agreement. The Employee agrees must execute this General Release on or before the date that Employee will immediately reimburse Matador for is 21 days after the amounts effective date of such payments and benefits to which he is not entitledthe Employee’s termination of employment.

Knowing and Voluntary Waiver. EmployeeBy signing this General Release, by Employee’s free the Employee expressly acknowledges and voluntary act agrees that: (a) he has carefully read it and fully understands what it means; (b) he has discussed this General Release with an attorney of his choosing before signing below, it; (ic) acknowledges that Employee he has been given a period of twenty-one (21) at least 21 calendar days to consider whether this General Release; (d) he has agreed to agree this General Release knowingly and voluntarily and was not subjected to any undue influence or duress; (e) the terms contained herein, consideration provided him under Agreement is sufficient to support the releases provided by him under this General Release; (iif) acknowledges that Employee has been advised to consult with an attorney prior to executing he may revoke his execution of this Agreement, (iii) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims Employee may have under the ADEA, prior to the date on which Employee General Release within seven days after he signs this Agreement, it by sending written notice of revocation as set forth below; and (ivg) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee he executes this General Release (the “Effective Date”). During , this General Release becomes effective and enforceable, provided that the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release it during the revocation period. Any revocation of claimsthe Employee’s execution of this General Release must be submitted, and in writing, to First Savings Bank Northwest, at its main office, to the extent such attention of the Chairman of the Board, stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the Chairman of the Board of First Savings Bank Northwest or mailed to the Chairman of the Board of First Savings Bank Northwest and postmarked within seven days of the Employee’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Employee agrees that if he does not execute this General Release or, in the event of revocation, he will not be entitled to receive any of the payments or benefits have already been made, under Section 7(a) or 7(d) of the Agreement. The Employee agrees must execute this General Release on or before the date that Employee will immediately reimburse Matador for is 21 days after the amounts effective date of such payments and benefits to which he is not entitledthe Employee’s termination of employment.

Knowing and Voluntary Waiver. EmployeeBy signing this General Release, by Employee’s free the Employee expressly acknowledges and voluntary act agrees that: (a) he has carefully read it and fully understands what it means; (b) he has discussed this General Release with an attorney of his choosing before signing below, it; (ic) acknowledges that Employee he has been given a period of twenty-one (21) at least 21 calendar days to consider whether this General Release; (d) he has agreed to agree this General Release knowingly and voluntarily and was not subjected to any undue influence or duress; (e) the terms contained herein, consideration provided him under Agreement is sufficient to support the releases provided by him under this General Release; (iif) acknowledges that Employee has been advised to consult with an attorney prior to executing he may revoke his execution of this Agreement, (iii) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims Employee may have under the ADEA, prior to the date on which Employee General Release within seven days after he signs this Agreement, it by sending written notice of revocation as set forth below; and (ivg) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee he executes this General Release (the “Effective Date”). During , this General Release becomes effective and enforceable, provided that the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release it during the revocation period. Any revocation of claimsthe Employee’s execution of this General Release must be submitted, and in writing, to First Savings Bank Northwest, at its main office, to the extent such attention of the Chairman of the Board, stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the Chairman of the Board of First Savings Bank Northwest or mailed to the Chairman of the Board of First Savings Bank Northwest and postmarked within seven days of the Employee’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Employee agrees that if he does not execute this General Release or, in the event of revocation, he will not be entitled to receive any of the payments or benefits have already been made, under Section 3(a) of the Agreement. The Employee agrees must execute this General Release on or before the date that Employee will immediately reimburse Matador for is 21 days after the amounts effective date of such payments and benefits to which he is not entitledthe Employee’s termination of employment.

Knowing and Voluntary Waiver. Employee, by Employee’s free (a) Consultant agrees that this Agreement constitutes a knowing and voluntary act waiver of signing belowall Claims, other than the Unreleased Claims, Consultant may have against the Releasees, or any of them, including, but not limited to, all rights or claims arising under the ADEA, including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the ADEA. (ib) acknowledges This Agreement shall not affect the rights and responsibilities of the Equal Employment Opportunity Commission (the "EEOC") to enforce the ADEA and other laws. Notwithstanding paragraph 11 above, this Agreement shall not be used to justify interfering with Consultant's right to file a charge with the EEOC or participate in an investigation or proceeding by the EEOC. However, should any charge be filed with the EEOC, Consultant expressly waives all rights or claims which arose prior to his execution of this Agreement that Employee has been given he may have against the Releasees, or any of them, to receive any benefit or remedial relief (including, but not limited to, reinstatement, back pay, front pay, damages, and attorneys' fees) as a consequence of such EEOC filing, and of any litigation concerning any facts alleged in any such charge. (c) The Company, GP, and Consultant agree that, for a period of twenty-one seven days following his execution of this Agreement (21) days "Revocation Period"), Consultant has the right to consider whether to agree revoke this Agreement by delivering notice in writing of such revocation to the terms contained hereinCompany and GP. If Consultant gives such notice of revocation within the Revocation Period, this Agreement shall be null and void. If no such notice of revocation is delivered by Consultant within the Revocation Period, this Agreement will be deemed fully effective and enforceable on the eighth day after its execution by Consultant (ii"Effective Date"). (d) acknowledges that Employee has been advised The Company and GP hereby advise Consultant to consult with an his attorney prior to executing this Agreement, (iii) . Consultant further acknowledges that Employee understands the Company and GP have given him a period of at least 21 days in which to consider this Agreement before executing this Agreement. (e) Consultant's acceptance of the payments and benefits described above, at any time subsequent to seven days after his execution of this Agreement, shall constitute an admission by Consultant that he did not revoke this Agreement during the Revocation Period of seven days, and shall further constitute an admission by Consultant that this Agreement specifically releases has become effective and waives all rights and claims Employee may have under the ADEA, enforceable. (f) If Consultant executed this Agreement at any time prior to the date on end of the 21 day period that the Company and GP gave him in which Employee signs to consider this Agreement, such early execution was a knowing and voluntary waiver of Consultant's right to consider this Agreement for at least 21 days, and was due to Consultant's belief that he had ample time in which to consider and understand this Agreement, and (iv) agrees in which to all of the terms of review this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee (the “Effective Date”). During the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claims, and to the extent such payments or benefits have already been made, Employee agrees that Employee will immediately reimburse Matador for the amounts of such payments and benefits to which he is not entitledhis attorney.

Knowing and Voluntary Waiver. EmployeeThe Employee acknowledges that, by the Employee’s free and voluntary act of signing below, (i) acknowledges that the Employee has been given a period of twenty-one (21) days to consider whether to agree to the terms contained herein, (ii) acknowledges that Employee has been advised to consult with an attorney prior to executing this Agreement, (iii) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims Employee may have under the ADEA, prior to the date on which Employee signs this Agreement, and (iv) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and Employee understands that he may consider whether to agree that each Party has reviewed and negotiated to the terms and provisions contained herein for a period of this Agreement and has contributed to its preparation (with advice of counsel)twenty-one days after the date hereof. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of Employee may execute this Agreement shall be construed fairly by October 11th, 2004, to acknowledge his understanding of and agreement with the foregoing. The Termination Payments provided for herein will not commence until the Effective Date as that term is defined directly below. The Employee acknowledges that he has been advised to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of consult with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by the Employee (the “Effective Date”). During the seven-day period prior to the Effective Date, the Employee may revoke Employee’s his agreement to accept the terms hereof by giving notice indicating in writing to Matador of Employee’s the Company, in a manner consistent with the Notice provisions provided for in Section 13 above, his intention to revoke. If the Employee exercises Employee’s his right to revoke hereunder, Employee he shall not be entitledforfeit his right to receive any of the benefits provided for herein, except as required by applicable wage payment laws, including but not limited to other than the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claims, and to the extent such payments or benefits have already been mademade (other than the Accrued Obligations), the Employee agrees that Employee he will immediately reimburse Matador the Company for the amounts of such payments payments. The Employee acknowledges that, by his free and benefits voluntary act of signing below, he agrees to which he is not entitledall of the terms of this Agreement, including the General Release and Waiver contained herein and intends to be legally bound thereby.

Knowing and Voluntary Waiver. Employee(a) Sacomani acknowledges that, by Employee’s Sacomani's free and voluntary act of signing below, (i) acknowledges that Employee has been given a period of twenty-one (21) days to consider whether to agree to the terms contained herein, (ii) acknowledges that Employee has been advised to consult with an attorney prior to executing this Agreement, (iii) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims Employee may have under the ADEA, prior to the date on which Employee signs this Agreement, and (iv) Sacomani agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge . (b) Sacomani acknowledges that he has received this Agreement on or before April 15, 2002 and agree that each Party has reviewed and negotiated the terms and provisions then received a new version of this Agreement containing amendments that were mutually agreed to by the parties on May 3, 2002. Sacomani understands that he may consider whether to agree to the terms contained herein for a period of twenty-one (21) days after the date he has received this Agreement. The parties have mutually agreed that Sacomani may execute this Agreement after the Termination Date and has contributed no later than the close of business on May 24, 2002, to its preparation (acknowledge his understanding of and agreement with advice of counsel)the foregoing. AccordinglyHowever, the rule of construction Termination Payments and Other Consideration provided herein will be delayed until this Agreement is executed by Sacomani, returned to the effect Company and becomes effective as provided below. Sacomani acknowledges that ambiguities are resolved against the drafting party shall not be employed in the interpretation he has consulted with an attorney prior to his execution of this Agreement. Rather, (See the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for acknowledgement at the preparation end of this Agreement. ). (c) This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee Sacomani (the “"Effective Date”"). During the seven-day period prior to the Effective Date, Employee Sacomani may revoke Employee’s his agreement to accept the terms hereof by giving notice indicating in writing to Matador of Employee’s the Company his intention to revoke. If Employee Sacomani exercises Employee’s his right to revoke hereunder, Employee he shall not be entitled, except as required by applicable wage payment laws, including but not limited have any right to receive any of the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claimsbenefits provided for herein, and to the extent such payments or benefits have already been made, Employee Sacomani agrees that Employee he will immediately reimburse Matador the Company for the amounts of such payments payment. Sacomani understands and benefits agrees that the written revocation notice referred to which he is not entitledin this paragraph must be sent to: ON Semiconductor, Attn: Sonny Cave, General Counsel, Law Department, MD: A700, 5005 E. McDowexx Xx., Xxoenix, AZ 85008 and must be received by the Gxxxxxx Xxxxxxx xt that address before the end of the seventh day after Sacomani executes this Agreement. (The remainder of this page intentionally left blank)

Knowing and Voluntary Waiver. EmployeeXxxxx, by Employee’s Xxxxx’x free and voluntary act of signing below, (i) acknowledges that Employee he was provided with an initial draft of this Agreement on September 5, 2008 and has been given a period of twenty-one (21) days to consider whether to agree to the terms contained herein, (ii) acknowledges that Employee he has been advised to consult with an attorney prior to executing this Agreement, (iii) acknowledges that Employee he understands that this Agreement specifically releases and waives all rights and claims Employee he may have under the ADEAAge Discrimination in Employment Act, as amended, prior to the date on which Employee he signs this Agreement, and (iv) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties parties hereto acknowledge and agree that each Party party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties parties hereto and not in favor of or against either Partyparty, regardless of which Party party generally was responsible for the preparation of this Agreement. This Xxxxx understands and acknowledges that he has seven (7) days after he executes this Agreement will become effective, enforceable and irrevocable on to revoke the eighth day after release of his claims under the date on which it is executed by Employee (the “Effective Date”)ADEA. During the this seven-day period prior revocation period, Xxxxx may revoke his agreement to release claims under the ADEA by indicating in writing to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s Company his intention to revoke. If Employee Xxxxx exercises Employee’s his right to revoke hereundersuch release, Employee he shall not be entitled, except as required by applicable wage payment laws, including but not limited forfeit his right to receive any of the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claimspayments or benefits provided for herein, and to the extent such payments or benefits have already been made, Employee Xxxxx agrees that Employee he will immediately reimburse Matador the Company for the amounts of such payments and benefits to which he is not entitledbenefits.

Knowing and Voluntary Waiver. EmployeeBy signing this General Release, by the Employee expressly acknowledges and agrees that: (a) the Employee has carefully read it and fully understands what it means; (b) the Employee has discussed this General Release with an attorney of the Employee’s free and voluntary act of choosing before signing below, it; (ic) acknowledges that the Employee has been given a period of twenty-one (21) at least 21 calendar days to consider whether to agree to this General Release; (d) the terms contained herein, (ii) acknowledges that Employee has been advised agreed to consult with an attorney prior this General Release knowingly and voluntarily and was not subjected to executing any undue influence or duress; (e) the consideration provided the Employee under the Agreement is sufficient to support the releases provided by the Employee under this Agreement, General Release; (iiif) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims the Employee may have under revoke the ADEA, prior to Employee’s execution of this General Release within seven days after the date on which Employee signs this Agreement, it by sending written notice of revocation as set forth below; and (ivg) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee executes this General Release (the “Effective Date”). During , this General Release becomes effective and enforceable, provided that the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release it during the revocation period. Any revocation of claimsthe Employee’s execution of this General Release must be submitted, and in writing, to the extent such Bank, at its main office, to the attention of the Chairman of the Board, stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the Chairman of the Board of the Bank or mailed to the Chairman of the Board of the Bank and postmarked within seven days of the Employee’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Employee agrees that if the Employee does not execute this General Release or, in the event of revocation, the Employee will not be entitled to receive any of the payments or benefits have already been made, under Section 7(a) or 7(d) of the Agreement. The Employee agrees must execute this General Release on or before the date that Employee will immediately reimburse Matador for is 21 days after the amounts effective date of such payments and benefits to which he is not entitledthe Employee’s termination of employment.

Knowing and Voluntary Waiver. EmployeeBy signing this General Release, by the Employee expressly acknowledges and agrees that: (a) the Employee has carefully read it and fully understands what it means; (b) the Employee has discussed this General Release with an attorney of the Employee’s free and voluntary act of choosing before signing below, it; (ic) acknowledges that the Employee has been given a period of twenty-one (21) at least 21 calendar days to consider whether to agree to this General Release; (d) the terms contained herein, (ii) acknowledges that Employee has been advised agreed to consult with an attorney prior this General Release knowingly and voluntarily and was not subjected to executing any undue influence or duress; (e) the consideration provided him under Agreement is sufficient to support the releases provided by him under this Agreement, General Release; (iiif) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims the Employee may have under revoke the ADEA, prior to Employee’s execution of this General Release within seven days after the date on which Employee signs this Agreement, it by sending written notice of revocation as set forth below; and (ivg) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee executes this General Release (the “Effective Date”). During , this General Release becomes effective and enforceable, provided that the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release it during the revocation period. Any revocation of claimsthe Employee’s execution of this General Release must be submitted, and in writing, to Anchor Bank, at its main office, to the extent such attention of the Chairman of the Board, stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the Chairman of the Board of Anchor Bank or mailed to the Chairman of the Board of Anchor Bank and postmarked within seven days of the Employee’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Employee agrees that if the Employee does not execute this General Release or, in the event of revocation, the Employee will not be entitled to receive any of the payments or benefits have already been made, under Section 7(a) or 7(d) of the Agreement. The Employee agrees must execute this General Release on or before the date that Employee will immediately reimburse Matador for is 21 days after the amounts effective date of such payments and benefits to which he is not entitledthe Employee’s termination of employment.

Knowing and Voluntary Waiver. EmployeeBy signing this General Release, by the Employee expressly acknowledges and agrees that: (a) the Employee has carefully read it and fully understands what it means; (b) the Employee has discussed this General Release with an attorney of the Employee’s free and voluntary act of choosing before signing below, it; (ic) acknowledges that the Employee has been given a period of twenty-one (21) at least 21 calendar days to consider whether to agree to this General Release; (d) the terms contained herein, (ii) acknowledges that Employee has been advised agreed to consult with an attorney prior this General Release knowingly and voluntarily and was not subjected to executing any undue influence or duress; (e) the consideration provided him under Agreement is sufficient to support the releases provided by him under this Agreement, General Release; (iiif) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims the Employee may have under revoke the ADEA, prior to Employee’s execution of this General Release within seven days after the date on which Employee signs this Agreement, it by sending written notice of revocation as set forth below; and (ivg) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee executes this General Release (the “Effective Date”). During , this General Release becomes effective and enforceable, provided that the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release it during the revocation period. Any revocation of claimsthe Employee’s execution of this General Release must be submitted, and in writing, to Anchor Bank, at its main office, to the extent such attention of the Chairman of the Board, stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the Chairman of the Board of Anchor Bank or mailed to the Chairman of the Board of Anchor Bank and postmarked within seven days of the Employee’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Employee agrees that if the Employee does not execute this General Release or, in the event of revocation, the Employee will not be entitled to receive any of the payments or benefits have already been made, under Section 3 of the Agreement. The Employee agrees must execute this General Release on or before the date that Employee will immediately reimburse Matador for is 21 days after the amounts effective date of such payments and benefits to which he is not entitledthe Employee’s termination of employment.

Knowing and Voluntary Waiver. Employee, by Employee’s free (a) Consultant agrees that this Agreement constitutes a knowing and voluntary act waiver of signing belowall Claims, other than the Unreleased Claims, Consultant may have against the Releasees, or any of them, including, but not limited to, all rights or claims arising under the ADEA, including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the ADEA. (ib) acknowledges This Agreement shall not affect the rights and responsibilities of the Equal Employment Opportunity Commission (the "EEOC") to enforce the ADEA and other laws. Notwithstanding paragraph 10 above, this Agreement shall not be used to justify interfering with Consultant's right to file a charge with the EEOC or participate in an investigation or proceeding by the EEOC. However, should any charge be filed with the EEOC, Consultant expressly waives all rights or claims which arose prior to his execution of this Agreement that Employee has been given he may have against the Releasees, or any of them, to receive any benefit or remedial relief (including, but not limited to, reinstatement, back pay, front pay, damages, and attorneys' fees) as a consequence of such EEOC filing, and of any litigation concerning any facts alleged in any such charge. (c) The Company, GP, and Consultant agree that, for a period of twenty-one seven days following his execution of this Agreement (21) days "Revocation Period"), Consultant has the right to consider whether to agree revoke this Agreement by delivering notice in writing of such revocation to the terms contained hereinCompany and GP. If Consultant gives such notice of revocation within the Revocation Period, this Agreement shall be null and void. If no such notice of revocation is delivered by Consultant within the Revocation Period, this Agreement will be deemed fully effective and enforceable on the eighth day after its execution by Consultant (ii"Effective Date"). (d) acknowledges that Employee has been advised The Company and GP hereby advise Consultant to consult with an his attorney prior to executing this Agreement, (iii) . Consultant further acknowledges that Employee understands the Company and GP have given him a period of at least 21 days in which to consider this Agreement before executing this Agreement. (e) Consultant's acceptance of the payments and benefits described above, at any time subsequent to seven days after his execution of this Agreement, shall constitute an admission by Consultant that he did not revoke this Agreement during the Revocation Period of seven days, and shall further constitute an admission by Consultant that this Agreement specifically releases has become effective and waives all rights and claims Employee may have under the ADEA, enforceable. (f) If Consultant executed this Agreement at any time prior to the date on end of the 21 day period that the Company and GP gave him in which Employee signs to consider this Agreement, such early execution was a knowing and voluntary waiver of Consultant's right to consider this Agreement for at least 21 days, and was due to Consultant's belief that he had ample time in which to consider and understand this Agreement, and (iv) agrees in which to all of the terms of review this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee (the “Effective Date”). During the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claims, and to the extent such payments or benefits have already been made, Employee agrees that Employee will immediately reimburse Matador for the amounts of such payments and benefits to which he is not entitledhis attorney.

Knowing and Voluntary Waiver. EmployeeBy signing this General Release, by Employee’s free the Employee expressly acknowledges and voluntary act agrees that: (a) he has carefully read it and fully understands what it means; (b) he has discussed this General Release with an attorney of his choosing before signing below, it; (ic) acknowledges that Employee he has been given a period of twenty-one (21) at least 21 calendar days to consider whether this General Release; (d) he has agreed to agree this General Release knowingly and voluntarily and was not subjected to any undue influence or duress; (e) the terms contained herein, (ii) acknowledges that Employee has been advised to consult with an attorney prior to executing this Agreement, (iii) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims Employee may have consideration provided him under the ADEAAgreement and as otherwise agreed to between Employee and ViewPoint Bank, prior which consideration is described in Attachment 1 to this General Release, is sufficient to support the date on which Employee releases provided by him under this General Release; (f) he may revoke his execution of this General Release within seven days after he signs this Agreement, it by sending written notice of revocation as set forth below; and (ivg) agrees to all on the later of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after he executes this General Release and the date on which it is executed by Employee Termination Date (such later date, the “Effective Date”), this General Release becomes effective and enforceable, provided that the Employee does not revoke it during the revocation period. During Any revocation of the sevenEmployee’s execution of this General Release must be submitted, in writing, to ViewPoint Bank, at its main office, to the attention of the Chairman of the Board of ViewPoint Bank, stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the Chairman of the Board of ViewPoint Bank or mailed to the Chairman of the Board of ViewPoint Bank and postmarked within seven days of the Employee’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Employee agrees that if he does not execute this General Release or, in the event of revocation, he will not be entitled to receive any of the payments or benefits under Section 3 of the Agreement. The Employee must execute this General Release on or before the date that is 21 days after the effective date of the Employee’s Termination Date (as determined under the Agreement, the “Resignation Date”). This General Release is final and binding and may not be changed or modified, except as provided in a signed and dated agreement in writing between the Employee and ViewPoint Bank. Employee: Date: Xxxxx X. Xxxxx ViewPoint Bank, N.A. Date: By: Name: Title: ViewPoint Bank agrees to pay to Employee the following as consideration for Employee’s execution of this General Release: 1. The severance payments and benefits described in Section 3 of the Agreement. The parties acknowledge that Employee’s annual base salary as of the Termination Date is $255,500.00; 2. The remaining unvested portion of Employee’s 2011 Non-day period prior Equity Incentive Plan Compensation (“NEIPC”), which is comprised of 2,881 shares of VPFG phantom stock. The cash value of this phantom stock will be based on the closing price for VPFG stock on August 31, 2012 and will be paid to Employee on the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claims, and to the extent such payments or benefits have already been made, Employee agrees that Employee will immediately reimburse Matador for the amounts of such payments and benefits to which he is not entitled.

Knowing and Voluntary Waiver. EmployeeBy signing this General Release, by Employeethe Executive expressly acknowledges and agrees that: (a) the Executive has carefully read it and fully understands what it means; (b) the Executive has discussed this General Release with an attorney of the Executive’s free and voluntary act of choosing before signing below, it; (ic) acknowledges that Employee the Executive has been given a period of at least twenty-one (21) calendar days to consider whether this General Release; (d) the Executive has agreed to agree this General Release knowingly and voluntarily and was not subjected to any undue influence or duress; (e) the terms contained herein, consideration provided the Executive under Severance Agreement is sufficient to support the releases provided by the Executive under this General Release; (iif) acknowledges that Employee has been advised to consult with an attorney prior to executing the Executive may revoke the Executive’s execution of this Agreement, General Release within seven (iii7) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims Employee may have under days after the ADEA, prior to the date on which Employee Executive signs this Agreement, it by sending written notice of revocation as set forth below; and (ivg) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee Executive executes this General Release (the “Effective Date”). During , this General Release becomes effective and enforceable, provided that the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and Executive does not revoke a comparable release this Agreement during the revocation period. Any revocation of claimsthe Executive’s execution of this General Release must be submitted, and in writing, to Force Protection, Inc. 0000 Xxxxxxx 00, Xxxxxxxx Xx. 0, Xxxxxx, Xxxxx Xxxxxxxx 00000-0000, to the extent such attention of the Assistant General Counsel, stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the Assistant General Counsel or mailed to the Assistant General Counsel and postmarked within seven (7) days of the Executive’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Executive agrees that if the Executive does not execute this General Release or, in the event of revocation, the Executive will not be entitled to receive any of the payments or benefits have already been madeunder the Severance Agreement (other than the Accrued Amounts and the Other Benefits). The Executive must execute this General Release on or before [·], Employee agrees that Employee will immediately reimburse Matador for the amounts of such payments and benefits to which he is not entitled20[·].

Knowing and Voluntary Waiver. EmployeeThe Employee acknowledges that, by the Employee’s free and voluntary act of signing below, (i) acknowledges that the Employee has been given a period of twenty-one (21) days to consider whether to agree to the terms contained herein, (ii) acknowledges that Employee has been advised to consult with an attorney prior to executing this Agreement, (iii) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims Employee may have under the ADEA, prior to the date on which Employee signs this Agreement, and (iv) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and Employee understands that he may consider whether to agree that each Party has reviewed and negotiated to the terms and provisions contained herein for a period of this Agreement and has contributed to its preparation (with advice of counsel)twenty-one days after the date hereof. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of Employee may execute this Agreement shall be construed fairly by [ ], 2005 to acknowledge his understanding of and agreement with the foregoing. The Termination Payments provided for herein will not commence until the Effective Date as that term is defined directly below. The Employee acknowledges that he has been advised to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of consult with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by the Employee (the “Effective Date”). During the seven-day period prior to the Effective Date, the Employee may revoke Employee’s his agreement to accept the terms hereof by giving notice indicating in writing to Matador of Employee’s the Company, in a manner consistent with the Notice provisions provided for in Section 13 above, his intention to revoke. If the Employee exercises Employee’s his right to revoke hereunder, Employee he shall not be entitledforfeit his right to receive any of the benefits provided for herein, except as required by applicable wage payment laws, including but not limited to other than the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claims, and to the extent such payments or benefits have already been mademade (other than the Accrued Obligations), the Employee agrees that Employee he will immediately reimburse Matador the Company for the amounts of such payments payments. The Employee acknowledges that, by his free and benefits voluntary act of signing below, he agrees to which he is not entitledall of the terms of this Agreement, including the General Release and Waiver contained herein and intends to be legally bound thereby.

Knowing and Voluntary Waiver. EmployeeExecutive, by EmployeeExecutive’s free and voluntary act of signing below, (ia) acknowledges that Employee Executive has been given a period of twenty-one (21) 21 days to consider whether to agree to the terms contained herein, (iib) acknowledges that Employee Executive has been advised in writing to consult with an attorney prior to executing this Agreement, (iiic) acknowledges that Employee Executive understands that this Agreement specifically releases and waives all rights and claims Employee Claims Executive may have under the Age Discrimination in Employment Act, as amended (“ADEA, ”) prior to the date on which Employee Executive signs this Agreement, and (ivd) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge Furthermore, Executive acknowledges that he is not entitled to the promises and agree that each Party has reviewed benefits, including, without limitation, the Severance Payment and negotiated the terms and provisions accelerated vesting of restricted stock provided for in Paragraph 2 of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of until this Agreement shall be construed fairly as to both Parties and not the Release of Claims in favor of or against either PartyExhibit A have become effective, regardless of which Party generally was responsible for the preparation of this Agreementenforceable and irrevocable. This Agreement will become effective, enforceable and irrevocable on the eighth (8th) day after the date on which it is executed by Employee Executive (the “Effective Date”). During the seven-day period prior to the Effective Date, Employee Executive may revoke Employee’s his agreement to accept release claims under this Agreement by expressly indicating in writing to the terms hereof by giving notice to Matador of Employee’s Company, Attention: Xxxxx Xxxx, his intention to revokerevoke this Agreement. If Employee Executive exercises Employee’s his right to revoke hereunder, Employee Executive shall not be entitledforfeit his right to receive the Severance Payment, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes accelerated vesting of restricted stock and does not revoke a comparable release of claimsother benefits provided for herein, and to the extent such payments or benefits have already been made, Employee Executive agrees that Employee he will immediately reimburse Matador the Company for the amounts of such payments and benefits to which he is not entitledbenefits.

Knowing and Voluntary Waiver. EmployeeBy signing this General Release, by the Employee expressly acknowledges and agrees that: (a) the Employee has carefully read it and fully understands what it means; (b) the Employee has discussed this General Release with an attorney of the Employee’s free and voluntary act of choosing before signing below, it; (ic) acknowledges that the Employee has been given a period of twenty-one (21) at least 21 calendar days to consider whether to agree to this General Release; (d) the terms contained herein, (ii) acknowledges that Employee has been advised agreed to consult with an attorney prior this General Release knowingly and voluntarily and was not subjected to executing any undue influence or duress; (e) the consideration provided him or her under Agreement is sufficient to support the releases provided by him or her under this Agreement, General Release; (iiif) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims the Employee may have under revoke the ADEA, prior to Employee’s execution of this General Release within seven days after the date on which Employee signs this Agreement, it by sending written notice of revocation as set forth below; and (ivg) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee executes this General Release (the “Effective Date”). During , this General Release becomes effective and enforceable, provided that the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release it during the revocation period. Any revocation of claimsthe Employee’s execution of this General Release must be submitted, in writing, to First Federal Savings and Loan Association of Port Angeles, at its main office, to the extent such attention of the Chairman of the Board, stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the Chairman of the Board of First Federal Savings and Loan Association of Port Angeles or mailed to the Chairman of the Board of First Federal Savings and Loan Association of Port Angeles and post marked within seven days of the Employee’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Employee agrees that if the Employee does not execute this General Release or, in the event of revocation, the Employee will not be entitled to receive any of the payments or benefits have already been made, under Section 7(a) or 7(d) of the Agreement. The Employee agrees must execute this General Release on or before the date that Employee will immediately reimburse Matador for is 21 days after the amounts effective date of such payments and benefits to which he is not entitledthe Employee’s termination of employment.

Knowing and Voluntary Waiver. EmployeeXxxxxx, by Employee’s Xxxxxx’x free and voluntary act of signing below, (i) acknowledges that Employee he has been given a period of twenty-one (21) days to consider whether to agree to the terms contained herein, (ii) acknowledges that Employee he has been advised to consult with an attorney prior to executing this Agreement, (iii) acknowledges that Employee he understands that this Agreement specifically releases and waives all rights and claims Employee he may have under the ADEAAge Discrimination in Employment Act, as amended, prior to the date on which Employee he signs this Agreement, and (iv) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties parties hereto acknowledge and agree that each Party party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties parties hereto and not in favor of or against either Partyparty, regardless of which Party party generally was responsible for the preparation of this Agreement. This Xxxxxx understands and acknowledges that he has seven (7) days after he executes this Agreement will become effective, enforceable and irrevocable on to revoke the eighth day after release of his claims under the date on which it is executed by Employee (the “Effective Date”)ADEA. During the this seven-day period prior revocation period, Xxxxxx may revoke his agreement to release claims under the ADEA by indicating in writing to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s Company his intention to revoke. If Employee Xxxxxx exercises Employee’s his right to revoke hereundersuch release, Employee he shall not be entitled, except as required by applicable wage payment laws, including but not limited forfeit his right to receive any of the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claimspayments or benefits provided for herein, and to the extent such payments or benefits have already been made, Employee Xxxxxx agrees that Employee he will immediately reimburse Matador the Company for the amounts of such payments and benefits to which he is not entitledbenefits.

Knowing and Voluntary Waiver. EmployeeBy signing this General Release, by the Employee expressly acknowledges and agrees that: (a) the Employee has carefully read it and fully understands what it means; (b) the Employee has discussed this General Release with an attorney of the Employee’s free and voluntary act of choosing before signing below, it; (ic) acknowledges that the Employee has been given a period of twenty-one (21) at least 21 calendar days to consider whether to agree to this General Release; (d) the terms contained herein, (ii) acknowledges that Employee has been advised agreed to consult with an attorney prior this General Release knowingly and voluntarily and was not subjected to executing any undue influence or duress; (e) the consideration provided him or her under Agreement is sufficient to support the releases provided by him or her under this Agreement, General Release; (iiif) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims the Employee may have under revoke the ADEA, prior to Employee’s execution of this General Release within seven days after the date on which Employee signs this Agreement, it by sending written notice of revocation as set forth below; and (ivg) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee executes this General Release (the “Effective Date”). During , this General Release becomes effective and enforceable, provided that the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release it during the revocation period. Any revocation of claimsthe Employee’s execution of this General Release must be submitted, in writing, to First Federal Savings and Loan Association of Port Angeles, at its main office, to the extent such attention of the Chairman of the Board, stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the Chairman of the Board of First Federal Savings and Loan Association of Port Angeles or mailed to the Chairman of the Board of First Federal Savings and Loan Association of Port Angeles and postmarked within seven days of the Employee’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Employee agrees that if the Employee does not execute this General Release or, in the event of revocation, the Employee will not be entitled to receive any of the payments or benefits have already been made, under Section 3 of the Agreement. The Employee agrees must execute this General Release on or before the date that Employee will immediately reimburse Matador for is 21 days after the amounts effective date of such payments and benefits to which he is not entitledthe Employee’s termination of employment.

Knowing and Voluntary Waiver. Employee, by Employee’s free and voluntary act of signing below, (i) acknowledges that Employee received this Agreement on July 24, 2012 and has been given a period of twenty-one (21) days to consider whether to agree to the terms contained herein, (ii) acknowledges that Employee has been advised to consult with an attorney prior to executing this Agreement, (iii) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims Employee may have under the ADEA, ADEA prior to the date on which Employee signs this Agreement, and (iv) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee (the “Effective Date”). During the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including including, but not limited to the to, Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claims, and to the extent such payments or benefits have already been made, Employee agrees that Employee will immediately reimburse Matador for the amounts of such payments and benefits to which he is not entitled.

Knowing and Voluntary Waiver. Employee, by Employee’s free (a) Consultant agrees that this Agreement constitutes a knowing and voluntary act waiver of signing belowall Claims, other than the Unreleased Claims, Consultant may have against the Releasees, or any of them, including, but not limited to, all rights or claims arising under the ADEA, including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the ADEA. (ib) acknowledges This Agreement shall not affect the rights and responsibilities of the Equal Employment Opportunity Commission (the "EEOC") to enforce the ADEA and other laws. Notwithstanding paragraph 11 above, this Agreement shall not be used to justify interfering with Consultant's right to file a charge with the EEOC or participate in an investigation or proceeding by the EEOC. However, should any charge be filed with the EEOC, Consultant expressly waives all rights or claims which arose prior to her execution of this Agreement that Employee has been given he may have against the Releasees, or any of them, to receive any benefit or remedial relief (including, but not limited to, reinstatement, back pay, front pay, damages, and attorneys' fees) as a consequence of such EEOC filing, and of any litigation concerning any facts alleged in any such charge. (c) The Company, GP, and Consultant agree that, for a period of twenty-one seven days following her execution of this Agreement (21) days "Revocation Period"), Consultant has the right to consider whether to agree revoke this Agreement by delivering notice in writing of such revocation to the terms contained hereinCompany and GP. If Consultant gives such notice of revocation within the Revocation Period, this Agreement shall be null and void. If no such notice of revocation is delivered by Consultant within the Revocation Period, this Agreement will be deemed fully effective and enforceable on the eighth day after its execution by Consultant (ii"Effective Date"). (d) acknowledges that Employee has been advised The Company and GP hereby advise Consultant to consult with an her attorney prior to executing this Agreement, (iii) . Consultant further acknowledges that Employee understands the Company and GP have given her a period of at least 21 days in which to consider this Agreement before executing this Agreement. (e) Consultant's acceptance of the payments and benefits described above, at any time subsequent to seven days after her execution of this Agreement, shall constitute an admission by Consultant that he did not revoke this Agreement during the Revocation Period of seven days, and shall further constitute an admission by Consultant that this Agreement specifically releases has become effective and waives all rights and claims Employee may have under the ADEA, enforceable. (f) If Consultant executed this Agreement at any time prior to the date on end of the 21 day period that the Company and GP gave her in which Employee signs to consider this Agreement, such early execution was a knowing and voluntary waiver of Consultant's right to consider this Agreement for at least 21 days, and was due to Consultant's belief that he had ample time in which to consider and understand this Agreement, and (iv) agrees in which to all of the terms of review this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee (the “Effective Date”). During the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claims, and to the extent such payments or benefits have already been made, Employee agrees that Employee will immediately reimburse Matador for the amounts of such payments and benefits to which he is not entitledher attorney.

Knowing and Voluntary Waiver. Employee, by Employee’s free (a) Consultant agrees that this Agreement constitutes a knowing and voluntary act waiver of signing belowall Claims, other than the Unreleased Claims, Consultant may have against the Releasees, or any of them, including, but not limited to, all rights or claims arising under the ADEA, including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the ADEA. (ib) acknowledges This Agreement shall not affect the rights and responsibilities of the Equal Employment Opportunity Commission (the "EEOC") to enforce the ADEA and other laws. Notwithstanding paragraph 11 above, this Agreement shall not be used to justify interfering with Consultant's right to file a charge with the EEOC or participate in an investigation or proceeding by the EEOC. However, should any charge be filed with the EEOC, Consultant expressly waives all rights or claims which arose prior to his execution of this Agreement that Employee has been given he may have against the Releasees, or any of them, to receive any benefit or remedial relief (including, but not limited to, reinstatement, back pay, front pay, damages, and attorneys' fees) as a consequence of such EEOC filing, and of any litigation concerning any facts alleged in any such charge. (c) The Company, NPDC and Consultant agree that, for a period of twenty-one seven days following his execution of this Agreement (21) days "Revocation Period"), Consultant has the right to consider whether to agree revoke this Agreement by delivering notice in writing of such revocation to the terms contained hereinCompany and NPDC. If Consultant gives such notice of revocation within the Revocation Period, this Agreement shall be null and void. If no such notice of revocation is delivered by Consultant within the Revocation Period, this Agreement will be deemed fully effective and enforceable on the eighth day after its execution by Consultant (ii"Effective Date"). (d) acknowledges that Employee has been advised The Company and NPDC hereby advise Consultant to consult with an his attorney prior to executing this Agreement, (iii) . Consultant further acknowledges that Employee understands the Company and NPDC have given him a period of at least 21 days in which to consider this Agreement before executing this Agreement. (e) Consultant's acceptance of the payments and benefits described above, at any time subsequent to seven days after his execution of this Agreement, shall constitute an admission by Consultant that he did not revoke this Agreement during the Revocation Period of seven days, and shall further constitute an admission by Consultant that this Agreement specifically releases has become effective and waives all rights and claims Employee may have under the ADEA, enforceable. (f) If Consultant executed this Agreement at any time prior to the date on end of the 21 day period that the Company and NPDC gave him in which Employee signs to consider this Agreement, such early execution was a knowing and voluntary waiver of Consultant's right to consider this Agreement for at least 21 days, and was due to Consultant's belief that he had ample time in which to consider and understand this Agreement, and (iv) agrees in which to all of the terms of review this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee (the “Effective Date”). During the seven-day period prior to the Effective Date, Employee may revoke Employee’s agreement to accept the terms hereof by giving notice to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claims, and to the extent such payments or benefits have already been made, Employee agrees that Employee will immediately reimburse Matador for the amounts of such payments and benefits to which he is not entitledhis attorney.

Knowing and Voluntary Waiver. EmployeeThe Consultant, by Employeethe Consultant’s free and voluntary act of signing below, (i) acknowledges that Employee (a) the Consultant has been given a period of twenty-one (21) days (“Review Period”) to consider whether to agree to the terms contained herein, (iib) acknowledges that Employee the Consultant has been advised in writing to consult with an attorney prior to executing this Agreement, (iiic) acknowledges that Employee the Consultant understands that this Agreement specifically releases and waives all rights and claims Employee the Consultant may have under the ADEA, Age Discrimination in Employment Act prior to the date on which Employee the Consultant signs this Agreement, (d) the Consultant has had an opportunity to review all aspects of this Agreement, and that the Consultant fully understands all the provisions of the Agreement and is voluntarily entering into this Agreement; and (ive) the Consultant agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge Consultant and the Company agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed any changes to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, whether material or immaterial, will not restart the terms running of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this AgreementReview Period. This Agreement will become effective, enforceable and irrevocable as to the Consultant’s release of any claims the Consultant may have under the Age Discrimination in Employment Act on the eighth day after the date on which it is executed by Employee the Consultant (the “Release Effective Date”). During the seven-day period prior to the Release Effective Date, Employee the Consultant may revoke Employeethe Consultant’s agreement to accept release any claims the terms hereof Consultant may have under the Age Discrimination in Employment Act, and any amendments thereto, by giving notice indicating in writing to Matador of Employeethe Company the Consultant’s intention to revoke, in accordance with the provisions of Section 8. If Employee the Consultant exercises Employeethe Consultant’s right to revoke hereunder, Employee the Consultant shall not be entitledforfeit the Consultant’s right to receive the Release Payment provided for in Section 5.1, except as required by applicable wage payment laws, including but not limited to for the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release of claimsPartial Release Payment, and to the extent such payments or benefits have already been made, Employee the Consultant agrees that Employee the Consultant will immediately reimburse Matador the Company for the amounts of such payments and benefits within fourteen (14) days of the Consultant exercising the Consultant’s right to which he is not entitledrevoke hereunder.

Knowing and Voluntary Waiver. EmployeeContractor and Xxxxxxx, by Employee’s their free and voluntary act acts of signing below, (i) acknowledges acknowledge that Employee has they have been given a period of twenty-one (21) days to consider whether to agree to the terms contained herein, (ii) acknowledges that Employee has they have been advised to consult with an attorney prior to executing this Agreement, (iii) acknowledges acknowledge that Employee understands they understand that this Agreement specifically releases and waives all rights and claims Employee they may have under the ADEA, prior to the date on which Employee signs they sign this Agreement, and (iv) agrees agree to all of the terms of this Agreement and intends intend to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both all Parties and not in favor of or against either any Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Employee Contractor and Xxxxxxx (the “Effective Date”). During the seven-day period prior to the Effective Date, Employee Contractor and Xxxxxxx may revoke Employee’s their agreement to accept the terms hereof by giving notice to Matador of Employee’s their intention to revoke. If Employee Contractor and Xxxxxxx exercises Employee’s their right to revoke hereunder, Employee they shall not be entitled, except as required by applicable wage payment laws, including but not limited to the Accrued Obligations, to any payment hereunder until Employee executes they execute and does do not revoke a comparable release of claims, and to the extent such payments or benefits have already been made, Employee agrees they agree that Employee they will immediately reimburse Matador for the amounts of such payments and benefits to which he is they are not entitled.

Knowing and Voluntary Waiver. EmployeeBy signing this General Release, by Employee’s free the Employee expressly acknowledges and voluntary act agrees that: (a) he has carefully read it and fully understands what it means; (b) he has discussed this General Release with an attorney of his choosing before signing below, it; (ic) acknowledges that Employee he has been given a period of twenty-one (21) at least 21 calendar days to consider whether this General Release; (d) he has agreed to agree this General Release knowingly and voluntarily and was not subjected to any undue influence or duress; (e) the terms contained herein, (ii) acknowledges that Employee has been advised to consult with an attorney prior to executing this Agreement, (iii) acknowledges that Employee understands that this Agreement specifically releases and waives all rights and claims Employee may have consideration provided him under the ADEAAgreement and as otherwise agreed to between Employee and ViewPoint Bank, prior which consideration is described in Attachment 1 to this General Release, is sufficient to support the date on which Employee releases provided by him under this General Release; (f) he may revoke his execution of this General Release within seven days after he signs this Agreement, it by sending written notice of revocation as set forth below; and (ivg) agrees to all on the later of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party generally was responsible for the preparation of this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after he executes this General Release and the date on which it is executed by Employee Termination Date (such later date, the “Effective Date”), this General Release becomes effective and enforceable, provided that the Employee does not revoke it during the revocation period. During Any revocation of the sevenEmployee’s execution of this General Release must be submitted, in writing, to ViewPoint Bank, at its main office, to the attention of the Chairman of the Board of ViewPoint Bank, stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the Chairman of the Board of ViewPoint Bank or mailed to the Chairman of the Board of ViewPoint Bank and postmarked within seven days of the Employee’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Employee agrees that if he does not execute this General Release or, in the event of revocation, he will not be entitled to receive any of the payments or benefits under Section 3 of the Agreement. The Employee must execute this General Release on or before the date that is 21 days after the effective date of the Employee’s Termination Date (as determined under the Agreement, the “Resignation Date”). This General Release is final and binding and may not be changed or modified, except as provided in a signed and dated agreement in writing between the Employee and ViewPoint Bank. Employee: Date: Xxxx X. Xxxx ViewPoint Bank, N.A. Date: By: Name: Title: ViewPoint Bank agrees to pay to Employee the following as consideration for Employee’s execution of this General Release: 1. The severance payments and benefits described in Section 3 of the Agreement. The parties acknowledge that Employee’s annual base salary as of the Termination Date is $237,003.00; 2. The remaining unvested portion of Employee’s 2011 Non-day period prior Equity Incentive Plan Compensation (“NEIPC”), which is comprised of 2,673 shares of VPFG phantom stock. The cash value of this phantom stock will be based on the closing price for VPFG stock on July 31, 2012 and will be paid to Employee on the Effective Date, ; and 3. A percentage of the 2012 NEIPC that Employee may revoke Employee’s agreement would have been entitled to accept receive if he had remained in the terms hereof by giving notice employment of ViewPoint Bank through January 2013. The percentage of the NEIPC paid to Matador of Employee’s intention to revoke. If Employee exercises Employee’s right to revoke hereunder, Employee shall not be entitleddetermined by the CEO of ViewPoint Bank in his reasonable discretion, except as required by applicable wage payment laws, including but not limited to based upon the Accrued Obligations, to any payment hereunder until Employee executes and does not revoke a comparable release proportion of claims, and to the extent such payments or benefits have already been made, Employee agrees 2012 calendar year that Employee worked for ViewPoint Bank and other factors determined by the CEO. Such percentage will be multiplied by the total NEIPC as calculated at year-end using the Incentive Award Determination Worksheet for Employee (both the immediately reimburse Matador for the amounts of such payments payable and benefits to which he is not entitleddeferred portions).