Common use of Knowing and Voluntary Waiver Clause in Contracts

Knowing and Voluntary Waiver. Xxxxxx expressly acknowledges and agrees that Xxxxxx: (a) Is able to read the language, and understand the meaning and effect, of this Agreement; (b) Has no physical or mental impairment of any kind that has interfered with Xxxxxx’x ability to read or understand the meaning of this Agreement or its terms, and that Xxxxxx is not acting under the influence of any medication, drug, or chemical of any type in entering into this Agreement; (c) Is specifically agreeing to the terms of the release contained in this Agreement because the Company has agreed to provide Xxxxxx with the Consideration and because of the Company Released Parties’ and the Lender Released Parties’ agreement to waive and release Xxxxxx from claims as set forth in Section 4(c) above, which the Company Released Parties and the Lender Released Parties have agreed to provide because of Xxxxxx’x agreement to accept it in full settlement of all possible claims Xxxxxx might have or ever had that are released hereunder, and because of Xxxxxx’x execution of this Agreement; (d) Acknowledges that but for Xxxxxx’x execution of this Agreement, Xxxxxx would not be entitled to the Consideration, which is conditioned upon the execution of a release, or the Company Released Parties’ and the Lender Released Parties’ waiver and release of claims described in Section 4(c) above; (e) Understands that, by entering into this Agreement, Xxxxxx does not waive rights or claims under ADEA that may arise after the Execution Date; (f) Had or could have had until the Release Expiration Date in which to review and consider this Agreement, and that if Xxxxxx executes this Agreement prior to the Release Expiration Date, Xxxxxx has voluntarily and knowingly waived the remainder of the period for review ending on the Release Expiration Date; (g) Was advised to consult, and has consulted, with Xxxxxx’x attorney regarding the terms and effect of this Agreement; and (h) Has signed this Agreement knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx You expressly acknowledges acknowledge and agrees agree that Xxxxxxyou: (a) Is Are able to read the language, and understand the meaning and effect, of this Agreement; (b) Has Have no physical or mental impairment of any kind that has interfered with Xxxxxx’x your ability to read or and understand the meaning of this Agreement or its terms, and that Xxxxxx is you are not acting under the influence of any medication, drug, or chemical of any type in entering into this Agreement; (c) Is Are specifically agreeing to the terms of the release contained in this Agreement because the Company has agreed to provide Xxxxxx you with the Consideration payments and benefits described in Section 8(e) of your Employment Agreement (other than the Accrued Obligations) and because of the Company Released Parties’ and the Lender Released Parties’ Company’s agreement to waive and release Xxxxxx you from claims as set forth in Section 4(c) above, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x your agreement to accept it these payments and benefits in full settlement of all possible claims Xxxxxx you might have or ever had that are released hereunder, and because of Xxxxxx’x your execution of this Agreement; (d) Acknowledges Acknowledge that but for Xxxxxx’x your execution of this Agreement, Xxxxxx you would not be entitled to the Consideration, which is conditioned upon payments or benefits described in Section 8(e) of your Employment Agreement (other than the execution of a release, Accrued Obligations) or the Company Released Parties’ and the Lender Released Parties’ Company’s waiver and release of claims described in Section 4(c) above; (e) Understands that, by entering into this Agreement, Xxxxxx does not waive rights or claims under ADEA that may arise after the Execution Date; (f) Had or could have had until the Release Expiration Date entire Review Period in which to review and consider this Agreement, and that if Xxxxxx executes you execute this Agreement prior to the Release Expiration Dateexpiration of the Review Period, Xxxxxx has you have voluntarily and knowingly waived the remainder of the period for review ending on Review Period; (f) Have not relied upon any representation or statement not set forth in this Agreement made by the Release Expiration DateCompany Group or any of its representatives; (g) Was Were advised to consult, and has consulted, consult with Xxxxxx’x your attorney regarding the terms and effect of this Agreement; and (h) Has Have signed this Agreement knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx You expressly acknowledges acknowledge and agrees agree that Xxxxxxyou: (a) Is Are able to read the language, and understand the meaning and effect, of this Agreement; (b) Has Have no physical or mental impairment of any kind that has interfered with Xxxxxx’x your ability to read or understand the meaning of this Agreement or its terms, and that Xxxxxx is you are not acting under the influence of any medication, drug, or chemical of any type in entering into this Agreement; (c) Is Are specifically agreeing to the terms of the release contained in this Agreement because the Company has agreed to provide Xxxxxx you with the Consideration payments and benefits described in Section 7(e) of your Employment Agreement (other than the Accrued Obligations) and because of the Company Released Parties’ and the Lender Released Parties’ Company’s agreement to waive and release Xxxxxx you from claims as set forth in Section 4(c) above, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x your agreement to accept it in full settlement of all possible claims Xxxxxx you might have or ever had that are released hereunder, and because of Xxxxxx’x your execution of this Agreement; (d) Acknowledges Acknowledge that but for Xxxxxx’x your execution of this Agreement, Xxxxxx you would not be entitled to the Consideration, which is conditioned upon payments or benefits described in Section 7(e) of your Employment Agreement (other than the execution of a release, Accrued Obligations) or the Company Released Parties’ and the Lender Released Parties’ Company’s waiver and release of claims described in Section 4(c) above; (e) Understands Understand that, by entering into this Agreement, Xxxxxx does you do not waive rights or claims under the ADEA that may arise after the Execution Datedate you execute this Agreement; (f) Had or could have had until the Release Expiration Date entire Review Period in which to review and consider this Agreement, and that if Xxxxxx executes you execute this Agreement prior to the Release Expiration Dateexpiration of the Review Period, Xxxxxx has you have voluntarily and knowingly waived the remainder of the period for review ending on the Release Expiration DateReview Period; (g) Was Have or had the entire Revocation Period in which to revoke your execution of this Agreement, and that if you do not revoke such execution prior to the Effective Date, you have knowingly and voluntarily agreed to this Agreement’s becoming effective; (h) Were advised to consult, and has consulted, consult with Xxxxxx’x your attorney regarding the terms and effect of this Agreement; and (hi) Has Have signed this Agreement knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx You expressly acknowledges acknowledge and agrees agree that Xxxxxxyou: (a) Is Are able to read the language, and understand the meaning and effect, of this AgreementRelease; (b) Has Have no physical or mental impairment of any kind that has interfered with Xxxxxx’x your ability to read or and understand the meaning of this Agreement Release or its terms, and that Xxxxxx is your not acting under the influence of any medication, drug, or chemical of any type in entering into this AgreementRelease; (c) Is Are specifically agreeing to the terms of the release contained in this Agreement Release because the Company has agreed to provide Xxxxxx with pay you the Consideration and because of the Company Released Parties’ and the Lender Released Parties’ agreement to waive and release Xxxxxx from claims as set forth Severance Benefits in Section 4(c) above, which the Company Released Parties and the Lender Released Parties have agreed to provide because of Xxxxxx’x consideration for your agreement to accept it in full settlement of all possible claims Xxxxxx you might have or ever had that are released hereunderhave had, and because of Xxxxxx’x your execution of this AgreementRelease; (d) Acknowledges that Acknowledge that, but for Xxxxxx’x your execution of this AgreementRelease, Xxxxxx you would not be entitled to the Consideration, which is conditioned upon the execution of a release, or the Company Released Parties’ and the Lender Released Parties’ waiver and release of claims described in Section 4(c) aboveSeverance Benefits; (e) Understands Understand that, by entering into this AgreementRelease, Xxxxxx does you do not waive rights or claims under ADEA that may arise after the Execution Datedate you execute this Release; (f) Had or could have had until [twenty-one (21)][forty-five (45)] days from the date of your termination of employment (the “Release Expiration Date Date”) in which to review and consider this Agreement, Release and that if Xxxxxx executes I execute this Agreement Release prior to the Release Expiration Date, Xxxxxx has you have voluntarily and knowingly waived the remainder of the period for review ending on the Release Expiration Dateperiod; (g) Was Have not relied upon any representation or statement not set forth in this Release or the Employment Agreement made by the Company or any of its representatives; (h) Were advised to consult, and has consulted, consult with Xxxxxx’x your attorney regarding the terms and effect of this AgreementRelease; and (hi) Has Have signed this Agreement Release knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx You expressly acknowledges acknowledge and agrees agree that Xxxxxxyou: (a) Is Are able to read the language, and understand the meaning and effect, of this Agreement; (b) Has Have no physical or mental impairment of any kind that has interfered with Xxxxxx’x your ability to read or understand the meaning of this Agreement or its terms, and that Xxxxxx is you are not acting under the influence of any medication, drug, or chemical of any type in entering into this Agreement; (c) Is Are specifically agreeing to the terms of the release contained in this Agreement because the Company has agreed to provide Xxxxxx you with the Consideration payments and benefits described in Section 8(e) of your Employment Agreement (other than the Accrued Obligations) and because of the Company Released Parties’ and the Lender Released Parties’ Company’s agreement to waive and release Xxxxxx you from claims as set forth in Section 4(c) above, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x your agreement to accept it these payments and benefits in full settlement of all possible claims Xxxxxx you might have or ever had that are released hereunder, and because of Xxxxxx’x your execution of this Agreement; (d) Acknowledges Acknowledge that but for Xxxxxx’x your execution of this Agreement, Xxxxxx you would not be entitled to the Consideration, which is conditioned upon payments or benefits described in Section 8(e) of your Employment Agreement (other than the execution of a release, Accrued Obligations) or the Company Released Parties’ and the Lender Released Parties’ Company’s waiver and release of claims described in Section 4(c) above; (e) Understands that, by entering into this Agreement, Xxxxxx does not waive rights or claims under ADEA that may arise after the Execution Date; (f) Had or could have had until the Release Expiration Date entire Review Period in which to review and consider this Agreement, and that if Xxxxxx executes you execute this Agreement prior to the Release Expiration Dateexpiration of the Review Period, Xxxxxx has you have voluntarily and knowingly waived the remainder of the period for review ending on the Release Expiration DateReview Period; (gf) Was Were advised to consult, and has consulted, consult with Xxxxxx’x your attorney regarding the terms and effect of this Agreement; and (hg) Has Have signed this Agreement knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx You expressly acknowledges acknowledge and agrees agree that Xxxxxxyou: (a) Is Are able to read the language, and understand the meaning and effect, of this Agreement; (b) Has Have no physical or mental impairment of any kind that has interfered with Xxxxxx’x your ability to read or and understand the meaning of this Agreement or its terms, and that Xxxxxx is you are not acting under the influence of any medication, drug, drug or chemical of any type in entering into this Agreement; (c) Is Are specifically agreeing to the terms of the release contained in this Agreement because the Company has agreed to your continued employment during the Transition Period as described in Section 1 above and to provide Xxxxxx with you the Consideration severance payments and because of the Company Released Parties’ and the Lender Released Parties’ agreement to waive and release Xxxxxx from claims benefits (as set forth on Schedule I attached hereto), the Equity Treatment and such other payments and benefits set forth on Schedule I and described in Section 4(c) above3 above (collectively, the “Consideration”), which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x your agreement to accept it in full settlement of all possible claims Xxxxxx you might have or ever had that are released hereunderhad, and because of Xxxxxx’x your execution of this Agreement and the Second Release Agreement; (d) Acknowledges Acknowledge that but for Xxxxxx’x your execution of this Agreement and the Second Release Agreement, Xxxxxx you would not be entitled to the Consideration, which is conditioned upon the execution of a release, or the Company Released Parties’ and the Lender Released Parties’ waiver and release of claims described in Section 4(c) above; (e) Understands Understand that, by entering into this Agreement, Xxxxxx does you do not waive rights or claims under ADEA that may arise after the Execution Datedate you execute this Agreement; (f) Had or could have had until the Release Expiration Date entire Review Period (as defined below) in which to review and consider this Agreement, and that if Xxxxxx executes you execute this Agreement prior to the Release Expiration Dateexpiration of the Review Period, Xxxxxx has you have voluntarily and knowingly waived the remainder of the period for review ending on the Release Expiration DatePeriod (as defined below); (g) Was Were advised to consult, and has consulted, consult with Xxxxxx’x your attorney regarding the terms and effect of this Agreement; and (h) Has Have signed this Agreement knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx You expressly acknowledges acknowledge and agrees agree that Xxxxxxyou: (a) Is Are able to read the language, and understand the meaning and effect, of this AgreementSecond General Release; (b) Has Have no physical or mental impairment of any kind that has interfered with Xxxxxx’x your ability to read or understand the meaning of this Agreement Second General Release or its terms, and that Xxxxxx is you are not acting under the influence of any medication, drug, or chemical of any type in entering into this AgreementSecond General Release; (c) Is Are specifically agreeing to the terms of the release contained in this Agreement Second General Release because the Company has agreed to provide Xxxxxx with you the Consideration payments and benefits described in Section 7(a)(ii) of the Agreement and because of the Company Released Parties’ and the Lender Released Parties’ Company’s agreement to waive and release Xxxxxx you from claims as set forth in Section 4(c2(c) above, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x your agreement to accept it in full settlement of all possible claims Xxxxxx you might have or ever had that are released hereunder, and because of Xxxxxx’x your execution of this AgreementSecond General Release; (d) Acknowledges Acknowledge that but for Xxxxxx’x your execution of this AgreementSecond General Release, Xxxxxx you would not be entitled to the Consideration, which is conditioned upon payments or benefits described in Section 7(a)(ii) of the execution of a release, Agreement or the Company Released Parties’ and the Lender Released Parties’ Company’s waiver and release of claims described in Section 4(c2(c) above; (e) Understands Understand that, by entering into this AgreementSecond General Release, Xxxxxx does you do not waive rights or claims under the ADEA that may arise after the Execution Datedate you execute this Second General Release; (f) Had or could have had until the entire Second General Release Expiration Date Review Period in which to review and consider this AgreementSecond General Release, and that if Xxxxxx executes you execute this Agreement Second General Release prior to the expiration of the Second General Release Expiration DateReview Period, Xxxxxx has you have voluntarily and knowingly waived the remainder of the period for review ending on the Second General Release Expiration DateReview Period; (g) Was Have or had the entire Second General Release Revocation Period in which to revoke your execution of this Second General Release, and that if you did or do not revoke such execution prior to the Second General Release Effective Date, you have knowingly and voluntarily agreed to this Second General Release’s becoming effective; (h) Were advised to consult, and has consulted, consult with Xxxxxx’x your attorney regarding the terms and effect of this AgreementSecond General Release; and (hi) Has Have signed this Agreement Second General Release knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx You expressly acknowledges acknowledge and agrees agree that Xxxxxxyou: (a) Is Are able to read the language, and understand the meaning and effect, of this Agreement; (b) Has Have no physical or mental impairment of any kind that has interfered with Xxxxxx’x your ability to read or understand the meaning of this Agreement or its terms, and that Xxxxxx is you are not acting under the influence of any medication, drug, or chemical of any type in entering into this Agreement; (c) Is Are specifically agreeing to the terms of the release contained in this Agreement because the Company has agreed to provide Xxxxxx you with the Consideration payments and benefits described in Section 8(g) of your Employment Agreement (other than the Accrued Obligations) and because of the Company Released Parties’ and the Lender Released Parties’ Company’s agreement to waive and release Xxxxxx you from claims as set forth in Section 4(c) above, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x your agreement to accept it in full settlement of all possible claims Xxxxxx you might have or ever had that are released hereunder, and because of Xxxxxx’x your execution of this Agreement; (d) Acknowledges Acknowledge that but for Xxxxxx’x your execution of this Agreement, Xxxxxx you would not be entitled to the Consideration, which is conditioned upon payments or benefits described in Section 8(g) of your Employment Agreement (other than the execution of a release, Accrued Obligations) or the Company Released Parties’ and the Lender Released Parties’ Company’s waiver and release of claims described in Section 4(c) above; (e) Understands Understand that, by entering into this Agreement, Xxxxxx does you do not waive rights or claims under the ADEA that may arise after the Execution Datedate you execute this Agreement; (f) Had or could have had until the Release Expiration Date entire Review Period in which to review and consider this Agreement, and that if Xxxxxx executes you execute this Agreement prior to the Release Expiration Dateexpiration of the Review Period, Xxxxxx has you have voluntarily and knowingly waived the remainder of the period for review ending on the Release Expiration DateReview Period; (g) Was Have or had the entire Revocation Period in which to revoke your execution of this Agreement, and that if you do not revoke such execution prior to the Effective Date, you have knowingly and voluntarily agreed to this Agreement’s becoming effective; (h) Were advised to consult, and has consulted, consult with Xxxxxx’x your attorney regarding the terms and effect of this Agreement; and (hi) Has Have signed this Agreement knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx The Executive expressly acknowledges and agrees that Xxxxxx: he— (a) Is able to read the language, and understand the meaning and effect, of this Agreement; Release; (b) Has no physical or mental impairment of any kind that has interfered with Xxxxxx’x his ability to read or and understand the meaning of this Agreement Release or its terms, and that Xxxxxx he is not acting under the influence of any medication, drug, or chemical of any type in entering into this Agreement; Release; (c) Is specifically agreeing to the terms of the release and waiver of claims contained in this Agreement Release because the Company has agreed to provide Xxxxxx him with the Consideration severance payments and because of benefits provided by the Company Released Parties’ Transition and the Lender Released Parties’ agreement to waive and release Xxxxxx from claims as set forth in Section 4(c) aboveRelease Agreement, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x his agreement to accept it in full settlement of all possible claims Xxxxxx that he might have or ever have had that are released hereunder, and because of Xxxxxx’x execution of this Agreement; ; (d) Acknowledges that that, but for Xxxxxx’x his execution of this AgreementRelease, Xxxxxx he would not be entitled to the Consideration, which is conditioned upon severance payments and benefits provided by the execution of a release, or the Company Released Parties’ Transition and the Lender Released Parties’ waiver and release of claims described in Section 4(c) above; Release Agreement; (e) Understands that, by entering into this AgreementRelease, Xxxxxx he does not waive rights or claims under ADEA that may arise after the Execution Date; date on which he executes this Release; (f) Had or could have had until the Release Expiration Date entire Review Period in which to review and consider this AgreementRelease, and that if Xxxxxx he executes this Agreement Release prior to the Release Expiration Dateend of the Review Period, Xxxxxx he has voluntarily and knowingly waived the remainder of the period for review ending on the Release Expiration Date; Review Period; (g) Has or had the entire Revocation Period in which to revoke his execution of this Release, and that if he does not revoke such execution prior to the Second Release Effective Date, he has knowingly and voluntarily agreed to this Release’s becoming effective; (h) Was advised to consult, and has consulted, consult with Xxxxxx’x his attorney regarding the terms and effect of this AgreementRelease; and and (hi) Has signed this Agreement Release knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx You expressly acknowledges acknowledge and agrees agree that Xxxxxxyou: (a) Is Are able to read the language, and understand the meaning and effect, of this AgreementSecond General Release; (b) Has Have no physical or mental impairment of any kind that has interfered with Xxxxxx’x your ability to read or understand the meaning of this Agreement Second General Release or its terms, and that Xxxxxx is you are not acting under the influence of any medication, drug, or chemical of any type in entering into this AgreementSecond General Release; (c) Is Are specifically agreeing to the terms of the release contained in this Agreement Second General Release because the Company has agreed to provide Xxxxxx with you the Consideration payments and benefits described in the Agreement and because of the Company Released Parties’ and the Lender Released Parties’ Company’s agreement to waive and release Xxxxxx you from claims as set forth in Section 4(c2(c) above, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x your agreement to accept it in full settlement of all possible claims Xxxxxx you might have or ever had that are released hereunder, and because of Xxxxxx’x your execution of this AgreementSecond General Release; (d) Acknowledges Acknowledge that but for Xxxxxx’x your execution of this AgreementSecond General Release, Xxxxxx you would not be entitled to the Consideration, which is conditioned upon payments or benefits described in the execution of a release, Agreement or the Company Released Parties’ and the Lender Released Parties’ Company’s waiver and release of claims described in Section 4(c2(c) above; (e) Understands Understand that, by entering into this AgreementSecond General Release, Xxxxxx does you do not waive rights or claims under the ADEA that may arise after the Execution Datedate you execute this Second General Release; (f) Had or could have had until the entire Second General Release Expiration Date Review Period in which to review and consider this AgreementSecond General Release, and that if Xxxxxx executes you execute this Agreement Second General Release prior to the expiration of the Second General Release Expiration DateReview Period, Xxxxxx has you have voluntarily and knowingly waived the remainder of the period for review ending on the Second General Release Expiration DateReview Period; (g) Was Have or had the entire Second General Release Revocation Period in which to revoke your execution of this Second General Release, and that if you do not revoke such execution prior to the Second General Release Effective Date, you have knowingly and voluntarily agreed to this Second General Release’s becoming effective; (h) Were advised to consult, and has consulted, consult with Xxxxxx’x your attorney regarding the terms and effect of this AgreementSecond General Release; and (hi) Has Have signed this Agreement Second General Release knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx The Executive expressly acknowledges and agrees that Xxxxxx: he— (a) Is able to read the language, and understand the meaning and effect, of this Agreement; ; (b) Has no physical or mental impairment of any kind that has interfered with Xxxxxx’x his ability to read or and understand the meaning of this Agreement or its terms, and that Xxxxxx he is not acting under the influence of any medication, drug, or chemical of any type in entering into this Agreement; ; (c) Is specifically agreeing to the terms of the release and waiver of claims contained in this Agreement because the Company has agreed to provide Xxxxxx him with the Consideration severance payments and because of the Company Released Parties’ and the Lender Released Parties’ agreement to waive and release Xxxxxx from claims as set forth in Section 4(c) abovebenefits provided by this Agreement, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x his agreement to accept it in full settlement of all possible claims Xxxxxx that he might have or ever have had that are released hereunder, and because of Xxxxxx’x execution of this Agreement; ; -9- (d) Acknowledges that that, but for Xxxxxx’x his execution of this Agreement, Xxxxxx he would not be entitled to the Consideration, which is conditioned upon the execution of a release, or the Company Released Parties’ severance payments and the Lender Released Parties’ waiver and release of claims described in Section 4(c) above; benefits provided by this Agreement; (e) Understands that, by entering into this Agreement, Xxxxxx he does not waive rights or claims under ADEA that may arise after the Execution Date; date on which he executes this Agreement; (f) Had or could have had until the Release Expiration Date entire Review Period in which to review and consider this Agreement, and that if Xxxxxx he executes this Agreement prior to the Release Expiration Dateend of the Review Period, Xxxxxx he has voluntarily and knowingly waived the remainder of the period for review ending on the Release Expiration Date; Review Period; (g) Has or had the entire Revocation Period in which to revoke his execution of this Agreement, and that if he does not revoke such execution prior to the Effective Date, he has knowingly and voluntarily agreed to this Agreement’s becoming effective; (h) Was advised to consult, and has consulted, consult with Xxxxxx’x his attorney regarding the terms and effect of this Agreement; and and (hi) Has signed this Agreement knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx expressly The Executive acknowledges that by the Executive's free and voluntary act of signing below, the Executive agrees that Xxxxxx: (a) Is able to read all of the language, and understand the meaning and effect, of this Agreement; (b) Has no physical or mental impairment of any kind that has interfered with Xxxxxx’x ability to read or understand the meaning terms of this Agreement or its termsand intends to be legally bound thereby. The Executive understands that he may consider whether to agree to the terms contained herein for a period of twenty-one days after the date hereof. Accordingly, the Executive may execute this Agreement by July 20, 1999, to acknowledge his understanding of and agreement with the foregoing. The Executive acknowledges that Xxxxxx is not acting under the influence of any medication, drug, or chemical of any type in entering into he has been advised to consult with an attorney prior to executing this Agreement; . This Agreement will become effective, enforceable and irrevocable at 5 p.m. (ceastern time) Is specifically agreeing on the seventh day after the date on which it is executed by the Executive (the "Effective Time"). During the seven-day period prior to the Effective Time, the Executive may revoke his agreement to accept the terms hereof by notifying the Company of his intention to revoke. If the Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the benefits provided for herein. BANKERS TRUST CORPORATION /S/ Xxxxx X. Xxxxx By: Xxxxx X. Xxxxx, Secretary-Bankers Trust Corporation /S/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Acknowledgment STATE OF NEW YORK ) ss: COUNTY OF NEW YORK ) On the 29th day of June, 1999, before me personally came Xxxxx X. Xxxxxx who, being by me duly sworn, did depose and say that he resides at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release contained in this Agreement because the Company has agreed to provide Xxxxxx with the Consideration and because waiver set forth therein. /S/ Xxxx X. Xxxxxxxx Notary Public Date: June 29, 1999 XXXX X. XXXXXXXX NOTARY PUBLIC, STATE OF NEW YORK NO. 31-MO4867292 QUALIFIED IN NEW YORK COUNTY COMMISSION EXPIRES AUGUST 11, 2000 PRESS RELEASE DEUTSCHE BANK Frankfurt am Main, June 29, 1999 Xxxxx Xxxxxx, Co-Chairman of Global Corporates and Institutions (GCI) Division of the Company Released Parties’ Deutsche Bank Group and Chairman of the Board of Directors and Chief Executive Officer of Bankers Trust Corp. will be leaving the Deutsche Bank Group after the recent successful acquisition of Bankers Trust by Deutsche Bank. His resignation will be on amicable terms and will take effect on June 30,1999. With the closing having occurred and the Lender Released Parties’ agreement smooth integration process well on its way, Xxxxx Xxxxxx has attained his goals of achieving maximum value for the Bankers Trust shareholders and delivering the Bankers Trust franchise into a secure future. He is now planning to waive devote his future time on new projects. Dr. Xxxx-X. Xxxxxx, Spokesman of the Board of Managing Directors of Deutsche Bank thanked Xxxxx Xxxxxx for his constructive cooperation and release Xxxxxx from claims as set forth in Section 4(c) above, which the Company Released Parties and the Lender Released Parties have agreed to provide because of Xxxxxx’x agreement to accept it in full settlement of all possible claims Xxxxxx might have or ever had that are released hereunder, and because of Xxxxxx’x execution of this Agreement; (d) Acknowledges that but for Xxxxxx’x execution of this Agreement, Xxxxxx would not be entitled his essential contribution to the Consideration, which is conditioned upon the execution of a release, or the Company Released Parties’ closing and the Lender Released Parties’ waiver and release of claims described in Section 4(c) above; (e) Understands that, by entering into this Agreement, Xxxxxx does not waive rights or claims under ADEA that may arise after the Execution Date; (f) Had or could have had until the Release Expiration Date in which to review and consider this Agreement, and that if Xxxxxx executes this Agreement prior to the Release Expiration Date, Xxxxxx has voluntarily smooth integration of Bankers Trust's businesses and knowingly waived the remainder of the period for review ending on the Release Expiration Date; (g) Was advised to consult, and has consulted, with Xxxxxx’x attorney regarding the terms and effect of this Agreement; and (h) Has signed this Agreement knowingly and voluntarilyemployees.

Knowing and Voluntary Waiver. Xxxxxx You expressly acknowledges acknowledge and agrees agree that Xxxxxxyou: (a) Is Are able to read the language, and understand the meaning and effect, of this AgreementSecond General Release; (b) Has Have no physical or mental impairment of any kind that has interfered with Xxxxxx’x your ability to read or and understand the meaning of this Agreement Second General Release or its terms, and that Xxxxxx is you are not acting under the influence of any medication, drug, or chemical of any type in entering into this AgreementSecond General Release; (c) Is Are specifically agreeing to the terms of the release contained in this Agreement Second General Release because the Company has agreed to provide Xxxxxx you with the Consideration payments and benefits described in the Separation Agreement and because of the Company Released Parties’ and the Lender Released Parties’ Company’s agreement to waive and release Xxxxxx you from claims as set forth in Section 4(c2(c) above, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x your agreement to accept it these payments and benefits in full settlement of all possible claims Xxxxxx you might have or ever had that are released hereunder, and because of Xxxxxx’x your execution of this AgreementSecond General Release; (d) Acknowledges Acknowledge that but for Xxxxxx’x your execution of this AgreementSecond General Release, Xxxxxx you would not be entitled to the Consideration, which is conditioned upon payments or benefits described in the execution of a release, Separation Agreement or the Company Released Parties’ and the Lender Released Parties’ Company’s waiver and release of claims described in Section 4(c2(c) above; (e) Understands that, by entering into this Agreement, Xxxxxx does not waive rights or claims under ADEA that may arise after the Execution Date; (f) Had or could have had until the entire Second General Release Expiration Date Review Period in which to review and consider this AgreementSecond General Release, and that if Xxxxxx executes you execute this Agreement Second General Release prior to the expiration of the Second General Release Expiration DateReview Period, Xxxxxx has you have voluntarily and knowingly waived the remainder of the period for review ending on Second General Release Review Period; (f) Have not relied upon any representation or statement not set forth in this Second General Release made by the Release Expiration DateCompany Group or any of its representatives; (g) Was Were advised to consult, and has consulted, consult with Xxxxxx’x your attorney regarding the terms and effect of this AgreementSecond General Release; and (h) Has Have signed this Agreement Second General Release knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx Employee expressly acknowledges and agrees that Xxxxxx:Employee— (a) Is able to read the language, and understand the meaning and effect, of this Agreement; (b) Has no physical or mental impairment of any kind that has interfered with Xxxxxx’x Employee’s ability to read or understand the meaning of this Agreement or its terms, and that Xxxxxx Employee is not acting under the influence of any medication, drug, or chemical of any type in entering into this Agreement; (c) Is specifically agreeing to the terms of the release contained in this Agreement because the Company has agreed to provide Xxxxxx Employee with the Consideration payments and because of the Company Released Parties’ and the Lender Released Parties’ agreement to waive and release Xxxxxx from claims as set forth in Section 4(c) above, which the Company Released Parties and the Lender Released Parties have agreed to provide because of Xxxxxx’x agreement to accept it in full settlement of all possible claims Xxxxxx might have or ever had that are released hereunder, and because of Xxxxxx’x execution of this Agreementbenefits described herein; (d) Acknowledges that but for Xxxxxx’x Employee’s execution of this Agreement, Xxxxxx Employee would not be entitled to the Consideration, which is payments or benefits described herein that are conditioned upon the execution of a release, or the Company Released Parties’ and the Lender Released Parties’ waiver and release of claims described in Section 4(c) above; (e) Understands that, by entering into this Agreement, Xxxxxx Employee does not waive rights or claims under ADEA that may arise after the Execution Datedate he executes this Agreement; (f) Had or could have had until the Release Expiration Date entire Review Period in which to review and consider this Agreement, and that if Xxxxxx Employee executes this Agreement prior to the Release Expiration Dateexpiration of the Review Period, Xxxxxx Employee has voluntarily and knowingly waived the remainder of the period for review ending on the Release Expiration DateReview Period; (g) Has or had the entire Revocation Period in which to revoke his execution of this Agreement, and that if Employee does not revoke such execution prior to the Effective Date, he has knowingly and voluntarily agreed to this Agreement’s becoming effective; (h) Was advised to consult, and has consulted, consult with Xxxxxx’x Employee’s attorney regarding the terms and effect of this Agreement; and (hi) Has signed this Agreement knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx The Executive expressly acknowledges and agrees that Xxxxxx:he— (a) Is able to read the language, and understand the meaning and effect, of the Agreement and this AgreementSecond General Release; (b) Has no physical or mental impairment of any kind that has interfered with Xxxxxx’x his ability to read or and understand the meaning of this Agreement or its terms, and that Xxxxxx he is not acting under the influence of any medication, drug, or chemical of any type in entering into the Agreement and this AgreementSecond General Release; (c) Is specifically agreeing to the terms of the release contained in the Agreement and this Agreement Second General Release because the Company has agreed to provide Xxxxxx him with the Consideration severance payments and because of benefits provided by the Company Released Parties’ and the Lender Released Parties’ agreement to waive and release Xxxxxx from claims as set forth in Section 4(c) aboveAgreement, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x his agreement to accept it in full settlement of all possible claims Xxxxxx that he might have or ever have had that are released hereunder, and because of Xxxxxx’x execution of this Agreement; (d) Acknowledges that that, but for Xxxxxx’x his execution of the Agreement and this AgreementSecond General Release, Xxxxxx he would not be entitled to the Consideration, which is conditioned upon severance payments and benefits provided by the execution of a release, or the Company Released Parties’ and the Lender Released Parties’ waiver and release of claims described in Section 4(c) aboveAgreement; (e) Understands that, by entering into the Agreement and this AgreementSecond General Release, Xxxxxx he does not waive rights or claims under ADEA that may arise after the Execution Datedate on which he executes this Second General Release; (f) Had or could have had until the entire Second General Release Expiration Date Review Period in which to review and consider this AgreementSecond General Release, and that if Xxxxxx he executes this Agreement Second General Release prior to the end of the Second General Release Expiration DateReview Period, Xxxxxx he has voluntarily and knowingly waived the remainder of the period for review ending on the Second General Release Expiration DateReview Period; (g) Has or had the entire Second General Release Revocation Period in which to revoke his execution of this Second General Release, and that if he does not revoke such execution prior to the Second General Release Effective Date, he has knowingly and voluntarily agreed to this Second General Release’s becoming effective; (h) Was advised to consult, and has consulted, consult with Xxxxxx’x his attorney regarding the terms and effect of the Agreement and this AgreementSecond General Release; and (hi) Has signed the Agreement and this Agreement Second General Release knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx The Executive expressly acknowledges and agrees that Xxxxxx:he— (a) Is able to read the language, and understand the meaning and effect, of this AgreementRelease; (b) Has no physical or mental impairment of any kind that has interfered with Xxxxxx’x his ability to read or and understand the meaning of this Agreement Release or its terms, and that Xxxxxx he is not acting under the influence of any medication, drug, or chemical of any type in entering into this AgreementRelease; (c) Is specifically agreeing to the terms of the release and waiver of claims contained in this Agreement Release because the Company has agreed to provide Xxxxxx him with the Consideration severance payments and because of benefits provided by the Company Released Parties’ Transition and the Lender Released Parties’ agreement to waive and release Xxxxxx from claims as set forth in Section 4(c) aboveRelease Agreement, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x his agreement to accept it in full settlement of all possible claims Xxxxxx that he might have or ever have had that are released hereunder, and because of Xxxxxx’x execution of this Agreement; (d) Acknowledges that that, but for Xxxxxx’x his execution of this AgreementRelease, Xxxxxx he would not be entitled to the Consideration, which is conditioned upon severance payments and benefits provided by the execution of a release, or the Company Released Parties’ Transition and the Lender Released Parties’ waiver and release of claims described in Section 4(c) aboveRelease Agreement; (e) Understands that, by entering into this AgreementRelease, Xxxxxx he does not waive rights or claims under ADEA that may arise after the Execution Datedate on which he executes this Release; (f) Had or could have had until the Release Expiration Date entire Review Period in which to review and consider this AgreementRelease, and that if Xxxxxx he executes this Agreement Release prior to the Release Expiration Dateend of the Review Period, Xxxxxx he has voluntarily and knowingly waived the remainder of the period for review ending on the Release Expiration DateReview Period; (g) Has or had the entire Revocation Period in which to revoke his execution of this Release, and that if he does not revoke such execution prior to the Second Release Effective Date, he has knowingly and voluntarily agreed to this Release’s becoming effective; (h) Was advised to consult, and has consulted, consult with Xxxxxx’x his attorney regarding the terms and effect of this AgreementRelease; and (hi) Has signed this Agreement Release knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx The Executive expressly acknowledges and agrees that Xxxxxx:he- (a) Is able to read the language, and understand the meaning and effect, of this AgreementRelease; (b) Has no physical or mental impairment of any kind that has interfered with Xxxxxx’x his ability to read or and understand the meaning of this Agreement Release or its terms, and that Xxxxxx he is not acting under the influence of any medication, drug, or chemical of any type in entering into this AgreementRelease; (c) Is specifically agreeing to the terms of the release and waiver of claims contained in this Agreement Release because the Company has agreed to provide Xxxxxx him with the Consideration severance payments and because of benefits provided by the Company Released Parties’ and the Lender Released Parties’ agreement to waive and release Xxxxxx from claims as set forth in Section 4(c) aboveSeparation Agreement, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x his agreement to accept it in full settlement of all possible claims Xxxxxx that he might have or ever have had that are released hereunder, and because of Xxxxxx’x execution of this Agreement; (d) Acknowledges that that, but for Xxxxxx’x his execution of this AgreementRelease, Xxxxxx he would not be entitled to the Consideration, which is conditioned upon severance payments and benefits provided by the execution of a release, or the Company Released Parties’ and the Lender Released Parties’ waiver and release of claims described in Section 4(c) aboveSeparation Agreement; (e) Understands that, by entering into this AgreementRelease, Xxxxxx he does not waive rights or claims under ADEA that may arise after the Execution Datedate on which he executes this Release; (f) Had or could have had until the Release Expiration Date entire Review Period in which to review and consider this AgreementRelease, and that if Xxxxxx he executes this Agreement Release prior to the Release Expiration Dateend of the Review Period, Xxxxxx he has voluntarily and knowingly waived the remainder of the period for review ending on the Release Expiration DateReview Period; (g) Has or had the entire Revocation Period in which to revoke his execution of this Release, and that if he does not revoke such execution prior to the Release Effective Date, he has knowingly and voluntarily agreed to this Release’s becoming effective; (h) Was advised to consult, and has consulted, consult with Xxxxxx’x his attorney regarding the terms and effect of this AgreementRelease; and (hi) Has signed this Agreement Release knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx You expressly acknowledges acknowledge and agrees agree that Xxxxxxyou: (a) Is Are able to read the language, and understand the meaning and effect, of this AgreementSecond General Release; (b) Has Have no physical or mental impairment of any kind that has interfered with Xxxxxx’x your ability to read or understand the meaning of this Agreement Second General Release or its terms, and that Xxxxxx is you are not acting under the influence of any medication, drug, or chemical of any type in entering into this AgreementSecond General Release; (c) Is Are specifically agreeing to the terms of the release contained in this Agreement Second General Release because the Company has agreed to provide Xxxxxx with you the Consideration payments and benefits described in Section 8(a)(ii) of the Agreement and because of the Company Released Parties’ and the Lender Released Parties’ Company’s agreement to waive and release Xxxxxx you from claims as set forth in Section 4(c2(c) above, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x your agreement to accept it in full settlement of all possible claims Xxxxxx you might have or ever had that are released hereunder, and because of Xxxxxx’x your execution of this AgreementSecond General Release; (d) Acknowledges Acknowledge that but for Xxxxxx’x your execution of this AgreementSecond General Release, Xxxxxx you would not be entitled to the Consideration, which is conditioned upon payments or benefits described in Section 8(a)(ii) of the execution of a release, Agreement or the Company Released Parties’ and the Lender Released Parties’ Company’s waiver and release of claims described in Section 4(c2(c) above; (e) Understands Understand that, by entering into this AgreementSecond General Release, Xxxxxx does you do not waive rights or claims under the ADEA that may arise after the Execution Datedate you execute this Second General Release; (f) Had or could have had until the entire Second General Release Expiration Date Review Period in which to review and consider this AgreementSecond General Release, and that if Xxxxxx executes you execute this Agreement Second General Release prior to the expiration of the Second General Release Expiration DateReview Period, Xxxxxx has you have voluntarily and knowingly waived the remainder of the period for review ending on the Second General Release Expiration DateReview Period; (g) Was Have or had the entire Second General Release Revocation Period in which to revoke your execution of this Second General Release, and that if you did or do not revoke such execution prior to the Second General Release Effective Date, you have knowingly and voluntarily agreed to this Second General Release’s becoming effective; (h) Were advised to consult, and has consulted, consult with Xxxxxx’x your attorney regarding the terms and effect of this AgreementSecond General Release; and (hi) Has Have signed this Agreement Second General Release knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx You expressly acknowledges acknowledge and agrees agree that Xxxxxxyou: (a) Is Are able to read the language, and understand the meaning and effect, of this Agreement; (b) Has Have no physical or mental impairment of any kind that has interfered with Xxxxxx’x your ability to read or understand the meaning of this Agreement or its terms, and that Xxxxxx is you are not acting under the influence of any medication, drug, or chemical of any type in entering into this Agreement; (c) Is Are specifically agreeing to the terms of the release contained in this Agreement because the Company has agreed to provide Xxxxxx with you the Consideration payments and benefits described in Section 7(e) of your Employment Agreement (other than the Accrued Obligations) and because of the Company Released Parties’ and the Lender Released Parties’ Company’s agreement to waive and release Xxxxxx you from claims as set forth in Section 4(c) above, which the Company Released Parties and the Lender Released Parties have has agreed to provide because of Xxxxxx’x your agreement to accept it in full settlement of all possible claims Xxxxxx you might have or ever had that are released hereunder, and because of Xxxxxx’x your execution of this Agreement; (d) Acknowledges Acknowledge that but for Xxxxxx’x your execution of this Agreement, Xxxxxx you would not be entitled to the Consideration, which is conditioned upon payments or benefits described in Section 7(e) of the execution of a release, Employment Agreement (other than the Accrued Obligations) or the Company Released Parties’ and the Lender Released Parties’ Company’s waiver and release of claims described in Section 4(c) above; (e) Understands Understand that, by entering into this Agreement, Xxxxxx does you do not waive rights or claims under the ADEA that may arise after the Execution Datedate you execute this Agreement; (f) Had or could have had until the Release Expiration Date entire Review Period in which to review and consider this Agreement, and that if Xxxxxx executes you execute this Agreement prior to the Release Expiration Dateexpiration of the Review Period, Xxxxxx has you have voluntarily and knowingly waived the remainder of the period for review ending on Review Period; (i) Have or had the Release Expiration entire Revocation Period in which to revoke your execution of this Agreement, and that if you did or do not revoke such execution prior to the Effective Date, you have knowingly and voluntarily agreed to this Agreement’s becoming effective; (g) Was Were advised to consult, and has consulted, consult with Xxxxxx’x your attorney regarding the terms and effect of this Agreement; and (h) Has Have signed this Agreement knowingly and voluntarily.

Knowing and Voluntary Waiver. Xxxxxx expressly acknowledges and agrees that Xxxxxx: (a) Is able to read Rohleder acknowledges that, by Rohleder's free and voluntary act ox xxxxxxg below, Rohleder agreex xx xxx xf the language, and understand the meaning and effect, terms of this Agreement;Agreement and intends xx xx xxgally bound thereby. (b) Has no physical Rohleder acknowledges that he has received this Agreement on or mental impairment bexxxx Xxxuary 29, 2002, and such Agreement was revised by mutual consent of any kind the parties on February 20, 2002. Rohleder understands that he may consider whether to agree to the xxxxx xxntained herein for a period of twenty-one (21) days after the date he has interfered received this Agreement. The parties have mutually agreed that Rohleder may execute this Agreement by the close of business on Fexxxxxx 02, 2002, to acknowledge his understanding of and agreement with Xxxxxx’x ability the foregoing. However, the Termination Payments and Other Consideration provided herein will be delayed until this Agreement is executed by Rohleder, returned to read or understand the meaning Company and becomes effective as providex xxxxx. Rohleder acknowledges that he has consulted with an attorney prior xx xxx execution of this Agreement or its terms, and that Xxxxxx is not acting under Agreement. (See the influence acknowledgement at the end of any medication, drug, or chemical of any type in entering into this Agreement;). (c) Is specifically agreeing to This Agreement will become effective, enforceable and irrevocable on the terms of eighth day after the release contained in this Agreement because date on which it is executed by Rohleder (the Company has agreed to provide Xxxxxx with "Effective Date"). During the Consideration and because of the Company Released Parties’ and the Lender Released Parties’ agreement to waive and release Xxxxxx from claims as set forth in Section 4(c) aboveseven-day period prior xx xxx Effective Date, which the Company Released Parties and the Lender Released Parties have agreed to provide because of Xxxxxx’x Rohleder may revoke his agreement to accept it the terms hereof by inxxxxxxxx in full settlement of all possible claims Xxxxxx might have or ever had that are released writing to the Company his intention to revoke. If Rohleder exercises his right to revoke hereunder, he shall not have any right to receive any of the benefits provided for herein, and because to the extent such payments have already been made, Rohleder agrees that he will immediately reimburse the Company for xxx xxxunts of Xxxxxx’x execution such payment; provided that, if Rohleder exercises such right to revoke, the Employment Agreement xxx Xxxx shall govern the parties rights and obligations, if any, following such revocation. Rohleder understands and agrees that the written revocation notice xxxxxxxd to in this paragraph must be sent to: ON Semiconductor, Attn: Sonny Cave, General Counsel, Law Department, MD: A700, 5005 E. McDxxxxx Xx., Phoenix, AZ 85008 and must be received by thx Xxxxxxx Xxxxxxx at that address before the end of the seventh day after Rohleder executes this Agreement; (d) Acknowledges that but for Xxxxxx’x execution of this Agreement, Xxxxxx would not be entitled to the Consideration, which is conditioned upon the execution of a release, or the Company Released Parties’ and the Lender Released Parties’ waiver and release of claims described in Section 4(c) above; (e) Understands that, by entering into this Agreement, Xxxxxx does not waive rights or claims under ADEA that may arise after the Execution Date; (f) Had or could have had until the Release Expiration Date in which to review and consider this Agreement, and that if Xxxxxx executes this Agreement prior to the Release Expiration Date, Xxxxxx has voluntarily and knowingly waived the remainder of the period for review ending on the Release Expiration Date; (g) Was advised to consult, and has consulted, with Xxxxxx’x attorney regarding the terms and effect of this Agreement; and (h) Has signed this Agreement knowingly and voluntarily.