Common use of Mutual Release and Waiver Clause in Contracts

Mutual Release and Waiver. Former Officer agrees to release, remise, acquit and discharge the Company, its officers, agents, employees, guarantors, consultants, independent contractors, attorneys, advisers, successors and assigns (the "Spectrum Group"), jointly and severally, from any and all claims, known or unknown, which Former Officer, his heirs, successors, or assigns have, or may now or in the future have, against any member of the Spectrum Group and any and all liability which any member of the Spectrum Group has, or may now or in the future have to Former Officer, whether denominated claims, demands, causes of action, obligations, damages or liabilities, arising from any and all bases, including but not limited to any claims under any policy, agreement, arrangement or practice of or with any member of the Spectrum Group or any federal, state, or local law or regulation, relating to any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement; BUT EXCLUDING ANY CLAIMS FOR (I) INDEMNIFICATION PURSUANT TO FORMER OFFICER'S EMPLOYMENT AGREEMENT AND THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS, (II) THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE RELATED TO STOCK OPTIONS AND THOSE SET FORTH HEREIN, AND (III) ANY BENEFITS THAT HAVE ACCRUED PURSUANT TO THE COMPANY'S EMPLOYEE BENEFIT PLANS, INCLUDING ITS 401K PLAN. These releases specifically include, but are not limited to, claims under the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, and any other federal or state civil rights claims, including claims of age discrimination and other rights and claims arising under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. This release is for any relief, no matter how denominated, including, but not limited to, wages, back pay, front pay, benefits, compensatory damages or punitive damages. Former Officer further agrees that he will not file or permit to be filed on his behalf any such claim. The Spectrum Group agrees to release, remise, acquit and discharge Former Officer and his heirs, successors and assigns (the "Former Officer Group"), jointly and severally, from any and all claims, known or unknown, which the Spectrum Group has, or may now or in the future have, against any member of the Former Officer Group and any and all liability which any member of the Former Officer Group has, or may now or in the future have to the Spectrum Group, whether denominated claims, demands, causes of action, obligations, damages or liabilities, arising from any and all bases, including but not limited to any claims under any policy, agreement, or arrangement or any federal, state, or local law or regulation, relating to any matter, cause or thing whatsoever from the beginning of the world to the date of this mutual release and waiver; BUT EXCLUDING ANY CLAIMS FOR THE PERFORMANCE BY THE FORMER OFFICER OF HIS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE SET FORTH HEREIN. This release is for any relief, no matter how denominated. The Spectrum Group further agrees that it will not file or permit to be filed on its behalf any such claim.

Mutual Release and Waiver. Former Officer agrees Except for those obligations stated in this Termination Agreement which are intended to releasecontinue beyond the termination of the Lease, remiseeffective as of the Effective Date each party hereto, acquit for itself and discharge the Companyeach of its respective past, its officerspresent and future predecessors, successors, subsidiaries, parents, assigns, agents, representatives, partners, officers, managers, directors, shareholders, members, employees, guarantorsadministrators, consultantstrustees and attorneys hereby fully and forever remises, independent contractorsreleases relinquishes, attorneyswaives and discharges the other party hereto, advisersand all of its past, successors present and assigns (the "Spectrum Group")future predecessors, jointly successors, subsidiaries, parents, assigns, agents, representatives, partners, officers, managers, directors, shareholders, members, employees, administrators, trustees and severally, attorneys of and from any and all claims, known or unknown, which Former Officer, his heirs, successors, or assigns have, or may now or in the future have, against any member of the Spectrum Group and any and all liability which any member of the Spectrum Group has, or may now or in the future have to Former Officer, whether denominated claims, demandsactions, causes of action, obligationsrights, damages or liabilities, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, subleases, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, and claims of whatever kind or nature in law or equity, whether now known or unknown, vested or contingent, suspected or unsuspected, which said party may now have, ever had or will have against the other party which in any way relates, directly or indirectly, to the Lease or the Premises. The foregoing release constitutes a general release by each party. Landlord and Tenant have read Section 1542 of the California Civil Code and understand that the significance and consequence of waiving Section 1542 of the California Civil Code is that even if the releasing party should eventually suffer additional damages arising from in connection with the Lease, the releasing party will not be allowed to make any claim for those damages. After independent consultation with its attorney or ample opportunity to do so, LANDLORD AND TENANT EXPRESSLY WAIVE ANY AND ALL RIGHTS UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE and any similar of any state or territory of the United States that it may have against each other (or each other’s officers, directors, shareholders, partners, members, trustees, employees and all basespersons acting by, including but not limited through or in concert with them) with respect to any claims under any policy, agreement, arrangement or practice of or with any member the release set forth in this Section 2. Section 1542 of the Spectrum Group or California Civil Code reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. /s/ RWR /s/ T.J. Landlord’s Initials Tenant’s Initials Notwithstanding any federal, state, or local law or regulation, relating to any matter, cause or thing whatsoever from the beginning of the world provision to the date of contrary set forth herein, Landlord and Tenant acknowledge and agree that the release set forth in this Agreement; BUT EXCLUDING ANY CLAIMS FOR (I) INDEMNIFICATION PURSUANT TO FORMER OFFICER'S EMPLOYMENT AGREEMENT AND THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWSSection 2 does not release or discharge Tenant or Landlord, (II) THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENTand Tenant and Landlord shall continue to be liable for, INCLUDING THOSE RELATED TO STOCK OPTIONS AND THOSE SET FORTH HEREIN, AND (III) ANY BENEFITS THAT HAVE ACCRUED PURSUANT TO THE COMPANY'S EMPLOYEE BENEFIT PLANS, INCLUDING ITS 401K PLAN. These releases specifically include, but are not limited to, claims all indemnification obligations under the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, and any other federal or state civil rights claims, including claims of age discrimination and other rights and claims arising under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. This release is for any relief, no matter how denominated, Lease including, but not limited to, wagesparagraphs 5.4.1, back pay7.2, front pay7.4 and 14.1.2. of the Lease. In addition, benefits, compensatory damages or punitive damages. Former Officer further agrees that he will the foregoing shall not file or permit to be filed on his behalf any such claim. The Spectrum Group agrees to release, remiseand shall not be construed as releasing, acquit and discharge Former Officer and his heirs, successors and assigns (the "Former Officer Group"), jointly and severally, Landlord or Tenant from any liability arising under this Termination Agreement, it being understood and all claimsagreed that Landlord’s or Tenant’s representations, known or unknownwarranties, which covenants and agreements herein shall survive the Spectrum Group has, or may now or in the future have, against any member of the Former Officer Group and any and all liability which any member of the Former Officer Group has, or may now or in the future have to the Spectrum Group, whether denominated claims, demands, causes of action, obligations, damages or liabilities, arising from any and all bases, including but not limited to any claims under any policy, agreement, or arrangement or any federal, state, or local law or regulation, relating to any matter, cause or thing whatsoever from the beginning of the world to the date execution of this mutual release Termination Agreement and waiver; BUT EXCLUDING ANY CLAIMS FOR THE PERFORMANCE BY THE FORMER OFFICER OF HIS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE SET FORTH HEREIN. This release is for any relief, no matter how denominated. The Spectrum Group further agrees that it will not file or permit to be filed on its behalf any such claimthe Effective Date.

Mutual Release and Waiver. Former Officer agrees (a) Executive, on behalf of himself, his executors, heirs, administrators, assigns and anyone else claiming by, through or under him, hereby waives, releases, covenants not to releasesxx, remise, acquit and discharge forever discharges the Company, Bank, its Affiliates, successors, and present and former officers, directors, agents, employees, guarantors, consultants, independent contractors, attorneys, advisersand representatives (hereinafter “Releasees”) and the Company, successors Bank and assigns (its Affiliates hereby release, waive and forever discharge the "Spectrum Group"), jointly Executive from and severally, from with respect to any and all claims, known or unknown, which Former Officer, his heirs, successors, or assigns have, or may now or in the future have, against any member of the Spectrum Group and any and all liability which any member of the Spectrum Group has, or may now or in the future have to Former Officer, whether denominated claimsdebts, demands, actions, causes of action, obligationssuits, damages covenants, contracts, agreements, promises, torts, damages, claims, and liabilities whatsoever of any name and nature, both in law and/or in equity (hereinafter “Claims”) which he or liabilitiesthey now has, arising from ever had or may in the future have against each or any and all bases, including but not limited to any claims under any policy, agreement, arrangement or practice of or with any member of the Spectrum Group Releasees or any federal, state, or local law or regulation, relating to the Executive by reason of any matter, cause or thing whatsoever from the beginning of the world time to the date of the signing of this Agreement; BUT EXCLUDING ANY CLAIMS FOR (I) INDEMNIFICATION PURSUANT TO FORMER OFFICER'S EMPLOYMENT AGREEMENT AND THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS, (II) THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE RELATED TO STOCK OPTIONS AND THOSE SET FORTH HEREIN, AND (III) ANY BENEFITS THAT HAVE ACCRUED PURSUANT TO THE COMPANY'S EMPLOYEE BENEFIT PLANS, INCLUDING ITS 401K PLAN. These releases specifically include, but are not limited to, claims under the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, and any other federal or state civil rights claims, including claims of age discrimination and other rights and claims arising under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. This release is for any relief, no matter how denominated, including, but not limited to, wagesany Claims arising out of, back paybased upon or connected with his employment by and board service with the Bank and Company, front paythe compensation and working conditions for that employment, benefits, compensatory damages or punitive damagesand/or the termination of that employment and board service. Former Officer further agrees that he will not file or permit to be filed on his behalf any such claim. The Spectrum Group agrees to release, remise, acquit and discharge Former Officer and his heirs, successors and assigns (the "Former Officer Group"), jointly and severally, from any and all claims, known or unknown, which the Spectrum Group has, or may now or in the future have, against any member of the Former Officer Group and any and all liability which any member of the Former Officer Group has, or may now or in the future have to the Spectrum Group, whether denominated claims, demands, causes of action, obligations, damages or liabilities, arising from any and all bases, including This necessarily includes but is not limited to any claims Claims that might exist under any policy, agreement, or arrangement or any federal, state, and/or local laws, including, but not limited to, any Claims based on race, national origin, ethnicity, handicap, color, age, sex, sexual preference, military status, genetic status or local law information, other protected status, retaliation, or regulationanything else. The waiver and release includes, relating but is not limited to, any claims Executive may have or have had based on promises, contracts, common law, laws regarding unfair or bad faith conduct and wrongful discharge, and state and federal statutory protections against discrimination in employment, specifically including, among all the others and without limitation, any rights or claims that Executive may have under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Americans with Disabilities Act, which prohibits discrimination against qualified individuals with disabilities; the Family and Medical Leave Act, which provides for leave of absence under certain specified circumstances; and all other statutes, rules, and common law, and all other theories of recovery. This waiver and release thus applies to all claims of any nature that may now exist, whether or not now known to the undersigned; provided, however, that this release does not apply to any matter, cause or thing whatsoever from the beginning claims Executive may have under any tax-qualified retirement plan of the world to the date of this mutual release and waiver; BUT EXCLUDING ANY CLAIMS FOR THE PERFORMANCE BY THE FORMER OFFICER OF HIS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE SET FORTH HEREIN. This release Bank in which Executive is for any relief, no matter how denominated. The Spectrum Group further agrees that it will not file or permit to be filed on its behalf any such claimwas a participant.

Mutual Release and Waiver. Former Officer agrees Except for those obligations stated in this Termination Agreement which are intended to releasecontinue beyond the termination of the Lease, remiseeffective as of the Effective Date each party hereto, acquit for itself and discharge the Companyeach of its respective past, its officerspresent and future predecessors, successors, subsidiaries, parents, assigns, agents, representatives, partners, officers, managers, directors, shareholders, members, employees, guarantorsadministrators, consultantstrustees and attorneys hereby fully and forever remises, independent contractorsreleases relinquishes, attorneyswaives and discharges the other party hereto, advisersand all of its past, successors present and assigns (the "Spectrum Group")future predecessors, jointly successors, subsidiaries, parents, assigns, agents, representatives, partners, officers, managers, directors, shareholders, members, employees, administrators, trustees and severally, attorneys of and from any and all claims, known or unknown, which Former Officer, his heirs, successors, or assigns have, or may now or in the future have, against any member of the Spectrum Group and any and all liability which any member of the Spectrum Group has, or may now or in the future have to Former Officer, whether denominated claims, demandsactions, causes of action, obligationsrights, damages or liabilities, arising from any suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, subleases, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, and all bases, including but not limited to any claims under any policy, agreement, arrangement of whatever kind or practice of or with any member of the Spectrum Group or any federal, state, or local nature in law or regulationequity, relating to any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement; BUT EXCLUDING ANY CLAIMS FOR (I) INDEMNIFICATION PURSUANT TO FORMER OFFICER'S EMPLOYMENT AGREEMENT AND THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS, (II) THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE RELATED TO STOCK OPTIONS AND THOSE SET FORTH HEREIN, AND (III) ANY BENEFITS THAT HAVE ACCRUED PURSUANT TO THE COMPANY'S EMPLOYEE BENEFIT PLANS, INCLUDING ITS 401K PLAN. These releases specifically include, but are not limited to, claims under the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, and any other federal or state civil rights claims, including claims of age discrimination and other rights and claims arising under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. This release is for any relief, no matter how denominated, including, but not limited to, wages, back pay, front pay, benefits, compensatory damages or punitive damages. Former Officer further agrees that he will not file or permit to be filed on his behalf any such claim. The Spectrum Group agrees to release, remise, acquit and discharge Former Officer and his heirs, successors and assigns (the "Former Officer Group"), jointly and severally, from any and all claims, whether now known or unknown, vested or contingent, suspected or unsuspected, which the Spectrum Group has, or said party may now have, ever had or will have against the other party which in any way relates, directly or indirectly, to the Lease or the Premises. The foregoing release constitutes a general release by each party. Landlord and Tenant have read Section 1542 of the California Civil Code and understand that the significance and consequence of waiving Section 1542 of the California Civil Code is that even if the releasing party should eventually suffer additional damages arising in connection with the Lease, the releasing party will not be allowed to make any claim for those damages. After independent consultation with its attorney or ample opportunity to do so, LANDLORD AND TENANT EXPRESSLY WAIVE ANY AND ALL RIGHTS UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE and any similar of any state or territory of the United States that it may have against each other (or each other’s officers, directors, shareholders, partners, members, trustees, employees and all persons acting by, through or in concert with them) with respect to the future have, against any member release set forth in this Section 2. Section 1542 of the Former Officer Group and any and all liability which any member of the Former Officer Group has, or may now or in the future have to the Spectrum Group, whether denominated claims, demands, causes of action, obligations, damages or liabilities, arising from any and all bases, including but not limited to any claims under any policy, agreement, or arrangement or any federal, state, or local law or regulation, relating to any matter, cause or thing whatsoever from the beginning of the world to the date of this mutual release and waiver; BUT EXCLUDING ANY CLAIMS FOR THE PERFORMANCE BY THE FORMER OFFICER OF HIS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE SET FORTH HEREIN. This release is for any relief, no matter how denominated. The Spectrum Group further agrees that it will not file or permit to be filed on its behalf any such claim.California Civil Code reads as follows:

Mutual Release and Waiver. Former Officer agrees to releaseThis document is attached to, remiseis incorporated into, acquit and discharge forms a part of, a Retirement and Consulting Agreement dated as of December 20, 2012 (the “Agreement”) between FirstCity Financial Corporation (“Company”) and Xxxxx X. Xxxxxxx (“Xxxxxxx”) and, for certain limited purposes, Värde Partners, Inc. Except for a claim based upon a breach of the Agreement, Xxxxxxx, on behalf of himself and his heirs, representatives, agents, and insurers (hereinafter the “Employee Releasors”) releases and forever discharges Company, and its current and former officers, directors, trustees, members, representatives, agents, employees, guarantorsand insurers, consultantsand its affiliates, independent contractors, attorneys, advisers, predecessors and successors and assigns their respective officers, directors, representatives, agents, employees, and insurers (hereinafter collectively and individually the "Spectrum Group"), jointly and severally, “Releasees”) from any and all claimsrights, known or unknown, which Former Officer, his heirs, successors, or assigns have, or may now or in the future have, against any member of the Spectrum Group and any and all liability which any member of the Spectrum Group has, or may now or in the future have to Former Officer, whether denominated claims, demands, debts, dues, sums of money, accounts, attorneys’ fees, complaints, judgments, executions, actions and causes of actionaction of any nature whatsoever, obligationscognizable at law or equity, damages known or liabilitiesunknown (sometimes referred to in this Release as “Claims”) which Xxxxxxx (or the other Employee Releasors may have) now has or claims, or might hereafter have or claim, against the Releasees based upon or arising from out of any matter or thing whatsoever, through the date of this Mutual Release and all basesWaiver, including but not limited to any claims under any policy, agreement, arrangement or practice of or with any member alleged violation of the Spectrum Group or any federalAge Discrimination in Employment Act of 1967, stateas amended (including amendments made by the Older Workers Benefit Protection Act), or local law or regulation, relating to any matter, cause or thing whatsoever from the beginning Title VII of the world to the date of this Agreement; BUT EXCLUDING ANY CLAIMS FOR (I) INDEMNIFICATION PURSUANT TO FORMER OFFICER'S EMPLOYMENT AGREEMENT AND THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS, (II) THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE RELATED TO STOCK OPTIONS AND THOSE SET FORTH HEREIN, AND (III) ANY BENEFITS THAT HAVE ACCRUED PURSUANT TO THE COMPANY'S EMPLOYEE BENEFIT PLANS, INCLUDING ITS 401K PLAN. These releases specifically include, but are not limited to, claims under the Civil Rights Act of 1964, as amended by the amended, The Civil Rights Act of 1991, Section 1981 through 1988 of Title 42 of the United States Code, as amended, the Employee Retirement Income Security Act of 1974, as amended, The National Labor Relations Act, as amended, The Fair Labor Standards Act, as amended, The Occupational Safety and Health Act, as amended, The Family and Medical Leave Act of 1993, any state antidiscrimination law, any state wage and hour law, any other local state or federal law, regulations or state civil rights claimsordinance, any public policy, contract, tort or common law or any allegation for costs, fees or other expenses ,including claims attorneys’ fees, incurred in these matters. Claims for breach of age discrimination the Agreement by Company are not waived or released by Employee Releasors. Company, in exchange for good and other rights valuable consideration, releases and claims arising under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. This release is for any relief, no matter how denominated, including, but not limited to, wages, back pay, front pay, benefits, compensatory damages or punitive damages. Former Officer further agrees that he will not file or permit to be filed on his behalf any such claim. The Spectrum Group agrees to release, remise, acquit and forever discharge Former Officer and his heirs, successors and assigns (the "Former Officer Group"), jointly and severally, Employee Releasors from any and all Claims which Company now has or claims, known or unknown, which the Spectrum Group has, might hereafter have or may now or in the future haveclaim, against the Employee Releasors based upon or arising out of any member of the Former Officer Group and any and all liability which any member of the Former Officer Group has, or may now or in the future have to the Spectrum Group, whether denominated claims, demands, causes of action, obligations, damages or liabilities, arising from any and all bases, including but not limited to any claims under any policy, agreement, or arrangement or any federal, state, or local law or regulation, relating to any matter, cause matter or thing whatsoever from the beginning of the world to whatsoever, through the date of this mutual release Mutual Release and waiver; BUT EXCLUDING ANY CLAIMS FOR THE PERFORMANCE BY THE FORMER OFFICER OF HIS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENTWaiver with the exception of willful misconduct, INCLUDING THOSE SET FORTH HEREINfraud or criminal conduct in the discharge of Xxxxxxx’x employment duties or acts knowingly outside the scope of his employment with Company, provided further that as of the date of signing this Mutual Release and Waiver, the Company is not aware of any circumstances falling within this exception. This release is In addition, claims for any relief, no matter how denominatedbreach of the Agreement by Xxxxxxx are not waived or released by the Company. The Spectrum Group further agrees that it will not file or permit following provisions are applicable to be filed on its behalf any such claim.and made a part of the Agreement and this Mutual Release and Waiver:

Mutual Release and Waiver. Former Officer agrees to release, remise, acquit and discharge the Company, its officers, agents, employees, guarantors, consultants, independent contractors, attorneys, advisers, successors and assigns (the "Spectrum Group"), jointly and severally, from any and all claims, known or unknown, which Former Officer, his heirs, successors, or assigns have, or may now or in the future have, against any member of the Spectrum Group and any and all liability which any member of the Spectrum Group has, or may now or in the future have to Former Officer, whether denominated claims, demands, causes of action, obligations, damages or liabilities, arising from any and all bases, including but not limited to any claims under any policy, agreement, arrangement or practice of or with any member of the Spectrum Group or any federal, state, or local law or regulation, relating to any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement; BUT EXCLUDING ANY CLAIMS FOR (Ii) INDEMNIFICATION PURSUANT TO FORMER OFFICER'S EMPLOYMENT AGREEMENT AND THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS, (IIii) THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE RELATED TO STOCK OPTIONS AND THOSE SET FORTH HEREIN, AND (IIIiii) ANY BENEFITS THAT HAVE ACCRUED PURSUANT TO THE COMPANY'S EMPLOYEE BENEFIT PLANS, INCLUDING ITS 401K PLAN. These releases specifically include, but are not limited to, claims under the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, and any other federal or state civil rights claims, including claims of age discrimination and other rights and claims arising under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. This release is for any relief, no matter how denominated, including, but not limited to, wages, back pay, front pay, benefits, compensatory damages or punitive damages. Former Officer further agrees that he will not file or permit to be filed on his behalf any such claim. The Spectrum Group agrees to release, remise, acquit and discharge Former Officer and his heirs, successors and assigns (the "Former Officer Group"), jointly and severally, from any and all claims, known or unknown, which the Spectrum Group has, or may now or in the future have, against any member of the Former Officer Group and any and all liability which any member of the Former Officer Group has, or may now or in the future have to the Spectrum Group, whether denominated claims, demands, causes of action, obligations, damages or liabilities, arising from any and all bases, including but not limited to any claims under any policy, agreement, or arrangement or any federal, state, or local law or regulation, relating to any matter, cause or thing whatsoever from the beginning of the world to the date of this mutual release and waiver; BUT EXCLUDING ANY CLAIMS FOR THE PERFORMANCE BY THE FORMER OFFICER OF HIS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE SET FORTH HEREIN. This release is for any relief, no matter how denominated. The Spectrum Group further agrees that it will not file or permit to be filed on its behalf any such claim.

Mutual Release and Waiver. Former Officer agrees to releaseExcept as provided for in paragraph 11, remisethe Parties hereby release and waive any and all claims they may have against each other, acquit and discharge the Companyincluding any claims Xxxxxxx may have against THINK, its parents, subsidiaries, affiliates, predecessors and assigns, past or present, and each of them and its and their officers, directors, agents, employees, guarantors, consultants, independent contractors, attorneys, advisers, successors servants and assigns employees (hereinafter collectively referred to as the "Spectrum GroupTHINK Parties"), jointly from and severally, from against any and all rights, claims, demands, controversies, causes of action and liabilities of every kind and character whatsoever, known or unknown, which Former Officer, his heirs, successors, or assigns have, or may now in law or in equity, occurring prior to and including the future have, against any member date of the Spectrum Group execution of this Agreement and in particular; but without limitation of the general terms herein, any claims of discrimination which could have been filed by or on behalf of Xxxxxxx with any agency or court under any federal, state or local statute, regulation, ordinance, order, rule, tort, implied or express contract or other common law theory. This release and waiver applies to any and all liability which any member of claims whether the Spectrum Group has, claims are past or may now or in the future have to Former Officerpresent, whether denominated claims, demands, causes of action, obligations, damages or liabilities, arising they arise from any and all bases, including but not limited to any claims under any policy, agreement, arrangement or practice of or with any member of the Spectrum Group or any federal, state, or local common law or regulationstatute, relating to any matter, cause whether they arise from labor laws or thing whatsoever from the beginning of the world to the date of this Agreement; BUT EXCLUDING ANY CLAIMS FOR (I) INDEMNIFICATION PURSUANT TO FORMER OFFICER'S EMPLOYMENT AGREEMENT AND THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS, (II) THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE RELATED TO STOCK OPTIONS AND THOSE SET FORTH HEREIN, AND (III) ANY BENEFITS THAT HAVE ACCRUED PURSUANT TO THE COMPANY'S EMPLOYEE BENEFIT PLANS, INCLUDING ITS 401K PLAN. These releases specifically includediscrimination laws including, but are not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended by amended, the Civil Rights Age Discrimination in Employment Act, as amended, the Employee Retirement Income Security Act of 19911974, and as amended, any other federal or state civil rights claims, including or employment discrimination legislation which claims are based on events that have transpired from the beginning of age discrimination and other rights and claims arising under time to the Age Discrimination in Employment Act and the Older Workers Benefit Protection Actdate of execution of this Agreement. This release is for any relief, no matter how denominated, including, but not limited to, wages, back pay, front pay, benefits, compensatory damages or punitive damages. Former Officer Xxxxxxx further agrees and covenants that he will not file should any person, organization or other entity file, charge, claim, xxx or cause or permit to be filed on any civil action suit or legal proceeding involving any matter occurring at any time in the past, Xxxxxxx will not seek or accept any personal relief in such civil action, suit or legal proceeding. Further, the Parties do hereby expressly waive and relinquish, to the fullest extent permitted by law, the provisions, rights, and benefits of ss. 1542 of the California Civil Code, which provides -- "A general release does not extend to claims which the creditor does not know or suspect to exist in his behalf any such claim. The Spectrum Group agrees to favor at the time of executing the release, remise, acquit and discharge Former Officer and which if known by him must have materially affected his heirs, successors and assigns (settlement with the "Former Officer Group"), jointly and severally, from any and all claims, known or unknown, which the Spectrum Group has, or may now or in the future have, against any member of the Former Officer Group debtor." and any and all liability which provisions, rights and benefits of any member of the Former Officer Group hassimilar state, federal, or may now other law, rule or in regulation or the future have to the Spectrum Group, whether denominated claims, demands, causes of action, obligations, damages or liabilities, arising from any and all bases, including but not limited to any claims under any policy, agreement, or arrangement or any federal, state, or local law or regulation, relating to any matter, cause or thing whatsoever from the beginning of the world to the date of this mutual release and waiver; BUT EXCLUDING ANY CLAIMS FOR THE PERFORMANCE BY THE FORMER OFFICER OF HIS OBLIGATIONS PURSUANT TO THE STOCK PURCHASE AGREEMENT, INCLUDING THOSE SET FORTH HEREIN. This release is for any relief, no matter how denominated. The Spectrum Group further agrees that it will not file or permit to be filed on its behalf any such claimcommon law.