Common use of Mutual Waiver and Release Clause in Contracts

Mutual Waiver and Release. For valuable consideration from the Company, receipt of which is hereby acknowledged, Employee, for himself and his heirs, assigns and personal representatives, fully and completely waives, releases, and forever discharges the Company, Xxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxx X. XxXxxxx, Xxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxxx and the Company’s current and former direct and indirect parents, subsidiaries and affiliates, and their predecessors, successors and assigns, and all benefit plans thereof, and all of their respective owners, shareholders, members, partners, directors, officers, managers, employees, attorneys, administrators and agents (collectively, the Company, Xxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxx X. XxXxxxx, Xxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxxx, each individually, collectively, and in all capacities, and the foregoing persons and entities, herein are the “Company Releasees”) from any and all rights, causes of action, claims or demands that Employee may have against any of the Company Releasees, whether express or implied, known or unknown, that arise on or before the Agreement Date, including, but not limited to, all rights, causes of action, claims, or demands arising out of or relating to any of the following: (a) the Employment Agreement, including any right that Employee might have to any of the payments or benefits described in Section 2.0(c) or Section 2.0(d) of the Employment Agreement; (b) the by-laws of the Company or any other Company Releasee; (c) Employee’s employment with the Company (or with any other Company Releasee) or the termination thereof, including without limitation, any other contractual severance payments that may be due to Employee in connection with Employee’s termination of employment on the Separation Date; (d) Employee’s status as a stockholder of the Company (or as an owner of any other Company Releasee) or the termination thereof; (e) Employee’s service or status as a director of the Company (or as a director or similar official of any other Company Releasee) or the termination thereof; (f) anti-discrimination, anti-harassment, and anti-retaliation laws, such as Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Equal Pay Act, and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Genetic Information Nondiscrimination Act, which prohibits discrimination on the basis of genetic information; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; the Kansas Act Against Discrimination, which prohibits discrimination based on race, religion, color, sex, disability, national origin, ancestry, and genetic information; the Kansas Age Discrimination in Employment Act, which prohibits discrimination based on age; and, any other federal, state, or local laws prohibiting retaliation, employment or wage discrimination; (g) other employment laws, such as the Worker Adjustment and Retraining Notification Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act, which requires employers to provide leaves of absence under certain circumstances; state laws which regulate wage and hour matters, including all forms of compensation, vacation pay, sick pay, compensatory time, overtime, commissions, bonuses, and meal and break periods; state family, medical, and military leave laws, which require employers to provide leaves of absence under certain circumstances; the Sarbanes Oxley Act; and any other federal, state, or local laws relating to employment; (h) tort, contract, and quasi-contract claims, including but not limited to claims for wrongful discharge, whistleblowing, retaliation, physical or personal injury, intentional or negligent infliction of emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of express or implied contract, unjust enrichment, promissory estoppel, breach of covenants of good faith and fair dealing, negligent hiring, negligent supervision, negligent retention, and similar or related claims; (i) all remedies of any type, including, but not limited to, damages and injunctive relief, in any action that may be brought on Employee’s behalf against the Company or any other Company Releasee by any government agency or other entity or person; and

Mutual Waiver and Release. For valuable consideration from (a) Upon the CompanyClosing, receipt the Investor hereby agrees, on behalf of which is hereby acknowledgeditself and its “affiliates” (as defined in Rule 144), Employeeto waive any and all claims, for himself arising on or before the date hereof, that the Investor or its affiliates may now or in the future have against the Company and his heirs, assigns and personal representatives, fully and completely waives, releases, and forever discharges the Company, Xxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxx X. XxXxxxx, Xxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxxx and the Company’s current and former direct and indirect parents, subsidiaries and its respective affiliates, and their predecessors, successors and assigns, and all benefit plans thereof, and all of their respective owners, shareholderspartners, members, partnersstockholders, managers, directors, officers, agents and assigns (and all affiliates of such partners, members, stockholders, managers, employeesdirectors, attorneysofficers, administrators agents and agents (collectively, the Company, Xxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxx X. XxXxxxx, Xxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxxx, each individually, collectively, and in all capacities, and the foregoing persons and entities, herein are the “Company Releasees”assigns) from any and all rights, causes of action, claims or demands that Employee may have against any of the Company Releasees, whether express or implied, known or unknown, that arise on or before the Agreement Date, including, but not limited to, all rights, causes of action, claims, or demands arising out of or relating to any of the following: (a) the Employment Agreement, including any right that Employee might have to any of the payments or benefits described in Section 2.0(c) or Section 2.0(d) of the Employment Agreement; (b) the by-laws of the Company or any of the Company’s affiliates, to the extent that such claims may directly or indirectly arise under or be directly or indirectly related in any manner to the Transaction Documents (the waiver described in this Section 1(a) is hereafter referred to as the “Investor Waiver”). The Investor Waiver shall include, without limitation, a waiver of any and all claims, arising on or before the date hereof, that the Investor or any of its affiliates may now or in the future have as a result of a breach by the Company of any of its representations, warranties or covenants set forth in the Transaction Documents. Upon the Closing, the Investor further agrees and acknowledges, on its own behalf and on behalf of its affiliates, (i) to release the Company and all of its respective affiliates from all obligations and liabilities arising (whether prior to, on or after the date of this Agreement) under or directly or indirectly related to the Transaction Documents, (ii) that all security interests and other liens granted to or held by Investor as security under the 2008 Note shall be forever and irrevocably satisfied, released and discharged and (iii) that the Transaction Documents shall terminate and be of no further force or effect other than those provisions therein that specifically survive termination. (b) As of the date hereof and upon the Closing, the Company Releasee;hereby agrees, on behalf of itself and its affiliates, to waive any and all claims that the Company or its affiliates may now or in the future have against the Investor and its respective affiliates, partners, members, stockholders, managers, directors, officers, agents and assigns (and all affiliates of such partners, members, stockholders, managers, directors, officers, agents and assigns) of the Investor or any of the Investor’s affiliates, to the extent that such claims may directly or indirectly arise under or be directly or indirectly related in any manner to the Transaction Documents (the waiver described in this Section 1(b) is hereafter referred to as the “Company Waiver”). The Company Waiver shall include, without limitation, a waiver of any and all claims that the Company or any of its affiliates may now or in the future have as a result of a breach by the Investor of any of its representations, warranties or covenants set forth in the Transaction Documents. Upon the Closing, the Company further agrees, on its own behalf and on behalf of its affiliates, (i) to release the Investor and all of its respective affiliates from all obligations and liabilities directly or indirectly arising (whether prior to, on or after the date of this Agreement) under or directly or indirectly related to the Transaction Documents and (ii) that the Transaction Documents shall terminate and be of no further force or effect other than those provisions therein that specifically survive termination. (c) Employee’s employment with Each of the Company Parties hereby acknowledges and agrees that the waivers, releases and agreements set forth above in clauses (a) and (b) of this Section 1: (i) shall not in any manner be construed as constituting a waiver of any claims that a Party or with any of its affiliates may have in the future as a result of a breach of this Agreement by any other Company ReleaseeParty hereto, nor shall the releases set forth in clauses (a) and (b) of this Section 1 be construed as constituting a release of any obligations that a Party may have under this Agreement; and (ii) shall only be effective at the Closing upon the satisfaction or waiver of the conditions set forth in Section 3 (and for the avoidance of doubt, shall not be effective if this Agreement is terminated or the termination thereof, including without limitation, any other contractual severance payments that may be due to Employee in connection with Employee’s termination of employment on the Separation Date;Closing does not otherwise occur). (d) Employee’s status as a stockholder of Notwithstanding anything to the Company (contrary contained in this Agreement or as an owner of in any other Company Releasee) or the termination thereof; (e) Employee’s service or status as a director of the Company (or as a director or similar official of any other Company Releasee) or the termination thereof; (f) anti-discrimination, anti-harassment, and anti-retaliation laws, such as Title VII of the Civil Rights Act of 1964document, the Civil Rights Act obligations and liabilities of 1866 (42 U.S.C. § 1981), the Equal Pay Act, and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Genetic Information Nondiscrimination Act, which prohibits discrimination on the basis of genetic information; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; the Kansas Act Against Discrimination, which prohibits discrimination based on race, religion, color, sex, disability, national origin, ancestry, and genetic information; the Kansas Age Discrimination in Employment Act, which prohibits discrimination based on age; and, any other federal, state, or local laws prohibiting retaliation, employment or wage discrimination; (g) other employment laws, such as the Worker Adjustment and Retraining Notification Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act, which requires employers to provide leaves of absence under certain circumstances; state laws which regulate wage and hour matters, including all forms of compensation, vacation pay, sick pay, compensatory time, overtime, commissions, bonuses, and meal and break periods; state family, medical, and military leave laws, which require employers to provide leaves of absence under certain circumstances; the Sarbanes Oxley Act; and any other federal, state, or local laws relating to employment; (h) tort, contract, and quasi-contract claims, including but not limited to claims for wrongful discharge, whistleblowing, retaliation, physical or personal injury, intentional or negligent infliction of emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of express or implied contract, unjust enrichment, promissory estoppel, breach of covenants of good faith and fair dealing, negligent hiring, negligent supervision, negligent retention, and similar or related claims; (i) all remedies of any type, including, but not limited to, damages and injunctive relief, in any action that may be brought on Employee’s behalf against the Company or any other Company Releasee by any government agency of its affiliates to Investor under or other entity or person; andin respect of the Transactions Documents insofar as such obligations and liabilities survive termination of the Transaction Documents shall continue in full force and effect in accordance with their terms.

Mutual Waiver and Release. For valuable consideration from the Company, receipt of which is hereby acknowledged, Employee(a) Xxxxxxx, for himself and his heirs, assigns spouses, administrators, and personal representativesassigns, fully irrevocably and completely waives, releases, unconditionally releases and forever discharges the Company, Xxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxx X. XxXxxxx, Xxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxxx and the Company’s current and former direct and indirect parents, subsidiaries and affiliates, and their predecessors, successors and assigns, and all benefit plans thereof, and all of their respective owners, shareholders, members, partners, directors, officers, managers, employees, attorneys, administrators and agents (collectively, the Company, Xxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxx X. XxXxxxx, Xxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxxx, each individually, collectively, and in all capacities, and the foregoing persons and entities, herein are the “Company Releasees”) from any and all rights, causes of action, claims action or demands that Employee may have against any of the Company Releasees, whether express or impliedclaims, known or unknown, that arise on or before the Agreement Date, unknown (including, but not limited to, claims for any wages, salary, bonuses, or any other compensation or reimbursements, including, but not limited, to (i) any compensation under the Bank’s Executive Short Term Incentive Plan and Long-Term Incentive Plan; (ii) the Employment Agreement; (iii) the SERP; (iv) disability insurance, 401(k) employer contribution, Company car and other Company-owned equipment, dues, etc., or any other compensation or benefits (except to the extent set forth in Paragraphs 2, 3, and 4 of this Agreement); (v) all rightsnon-vested equity awards; and (vi) attorneys’ fees, expenses, and/or costs (except as provided in Paragraphs 9 and 10 of this Agreement)) that he has or may have against the Bank, its past or present parents, affiliates or subsidiaries and/or any of their predecessors or successors, and the current and former directors, owners, employees, administrators, shareholders, managers, agents, attorneys, representatives, and officers of the Bank (collectively the “Bank Releasees”) and expressly waives and releases the Bank Releasees from any and all claims, grievances, actions, and causes of action, claimsat law or in equity, contract or tort, including negligence, or demands any other cause or claim that he has or may have or could be brought before any federal, state, local, or municipal court directly or indirectly relating to or connected with Xxxxxxx’x employment with the Bank, the Employment Agreement, his separation from employment with the Bank, or the facts, circumstances, actions, or inactions arising out of or relating to any aspect of the followingBank’s treatment of Xxxxxxx and/or Xxxxxxx’x employment with the Bank, known or unknown, up to and until the Execution Date which arise under contract or common law, or any federal, state or local law, regulation or ordinance including, but not limited to: (a) the Employment Agreementi. any and all claims arising out of or related to past or future loss of pay or benefits, expenses, damages for pain and suffering, punitive damages, compensatory damages, interest, court costs, physical or mental injury or anguish, damage to reputation, humiliation, and any other injury, loss, damage or expense or equitable remedy of any kind whatsoever; ii. any and all claims arising out of any other laws, regulations, or ordinances relating to employment, employment benefits, or discrimination; iii. any and all claims for discrimination, harassment, or retaliation; iv. any and all possible state or federal statutory, constitutional, and/or common law claims, including any right that Employee might have to any but not limited to, wrongful termination, retaliatory discharge, breach of express, implied, or oral contract, breach of the payments or benefits described in Section 2.0(c) or Section 2.0(d) implied covenant of good faith and fair dealing, breach of fiduciary duty, interference with contractual relations, unfair competition, conspiracy, assault, battery, false imprisonment, invasion of privacy, intentional and/or negligent misrepresentation, representations made to induce Xxxxxxx to accept employment with the Employment Agreement; (b) the by-laws Bank, wrongful denial of the Company benefits, intentional and negligent infliction of emotional distress, commission of tort, fraud, defamation, and slander, any and all claims for wages, severance pay, sick leave, vacation pay, life insurance, medical insurance, disability insurance, or any other Company Releasee;benefit of employment; and (c) Employee’s employment with the Company (or with v. any other Company Releasee) or the termination thereof, including without limitation, any other contractual severance payments that may be due to Employee in connection with Employee’s termination of employment on the Separation Date; (d) Employee’s status as a stockholder of the Company (or as an owner of any other Company Releasee) or the termination thereof; (e) Employee’s service or status as a director of the Company (or as a director or similar official of any other Company Releasee) or the termination thereof; (f) anti-discrimination, anti-harassment, and anti-retaliation laws, such as all claims arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq.; the Civil Rights Act, 42 U.S.C. § 1981; the Civil Rights Act of 1866 (1991, 42 U.S.C. § 1981), 1981a; the Equal Pay Age Discrimination in Employment Act, and Executive Order 11246as amended, which prohibit discrimination based on race, color, national origin, religion, or sex29 U.S.C. § 621 et seq.; the Genetic Information Nondiscrimination Employee Retirement Income Security Act, which prohibits discrimination on the basis of genetic informationas amended, 29 U.S.C. § 1001 et seq.; the Americans With with Disabilities Act and Sections 503 and 504 of 1990, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, which prohibit discrimination based on disability29 U.S.C. § 794d; the Kansas Act Against DiscriminationFair Labor Standards Act, which prohibits discrimination based on race29 U.S.C. § 201, religion, color, sex, disability, national origin, ancestry, and genetic informationexcept as prohibited by law; the Kansas Age Discrimination in Employment Fair Credit Reporting Act, which prohibits discrimination based on age42 U.S.C. § 654; and, any other federal, state, or local laws prohibiting retaliation, employment or wage discrimination; (g) other employment laws, such as the Worker Adjustment and Retraining Notification Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits29 U.S.C. 2101; the Family and Medical Leave Act, which requires employers to provide leaves 29 U.S.C. § 2601, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of absence under certain circumstances2002, 15 U.S.C. § 7241; state laws which regulate the Consolidated Omnibus Budget Reconciliation Act of 1985; the Immigration and Nationality Act, as amended, 8 U.S.C. § 1101; the Immigration Reform and Control Act, as amended; the Occupational Safety and Health Act, as amended; the Equal Pay Act of 1963, 29 U.S.C. § 206(d), as amended; the Massachusetts Law Against Discrimination and/or Massachusetts wage and hour matters, including all forms of compensation, vacation pay, sick pay, compensatory time, overtime, commissions, bonuses, and meal and break periods; state family, medical, and military leave laws, which require employers to provide leaves of absence under certain circumstances; the Sarbanes Oxley Actlaw; and any other federal, state and/or local whistleblower statute, regulation, ordinance, or law. (b) As a part of this Agreement, and as set forth in Paragraph 8(a)(v) above, Xxxxxxx expressly agrees to the release of any rights or claims arising out of the Age Discrimination in Employment Act (“ADEA,” 29 U.S.C. § 621 et seq.), and in connection with such waiver hereby agrees that he: i. consulted with an attorney prior to signing this Agreement; ii. is entitled to a period of twenty-one (21) days from the date of receipt of this Agreement in which to consider the terms of this Agreement, which Xxxxxxx has elected to waive and agrees that he has done so knowingly, voluntarily, and with full understanding that he is waiving a statutory right to consider this Agreement for twenty-one (21) days; and iii. may revoke this Agreement at any time during the first seven (7) days following the Execution Date, and the waiver and release shall not be effective or enforceable until the seven (7) day period has expired (the “Revocation Period”). (c) The seven (7) day Revocation Period referenced in Paragraph 8(b) above is non‑waivable. To effectuate a valid revocation of this Agreement, Xxxxxxx must notify Wm. Xxxxxx Xxxxxxxx, Executive Vice President and General Counsel, in writing, stating, “I hereby revoke my acceptance of the Separation Agreement entered into as of [DATE].” If delivered by mail, the revocation must be postmarked within the Revocation Period and sent by certified mail, return receipt requested. If the last day of the Revocation Period is a Saturday, Sunday, or legal holiday in the state in which Xxxxxxx worked, then the Revocation Period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday. (d) As between Xxxxxxx and the Bank, this Agreement does not constitute a waiver of any claim under the ADEA that may arise after the Execution Date. (e) Xxxxxxx understands that, by releasing all of his legally waivable claims, known or unknown, against the Bank Releasees, he is releasing all of his rights to bring any claims against the Bank Releasees based on any actions, decisions, or events occurring through the Execution Date, including the terms and conditions of Xxxxxxx’x employment and the separation of his employment. (f) Notwithstanding the foregoing, nothing in this Agreement, including in this Paragraph 8, shall affect Xxxxxxx’x rights to indemnification and payment of legal fees, as set forth in the Employment Agreement and in Paragraphs 9 and 10 herein. (g) Notwithstanding the foregoing and for avoidance of doubt, nothing in this Agreement, including in this Paragraph 8, shall be construed as releasing, waiving, or discharging any of Xxxxxxx’x rights or the Bank’s obligations under this Agreement, including the right to enforce the Agreement and the Bank’s obligations under Paragraphs 2, 3, 4, 9, and 10. (h) Nothing in this Agreement, including Paragraph 8 herein, is intended to, or shall prohibit, prevent, impede, interfere, or limit Xxxxxxx’x ability, without any prior notice to or approval by the Bank: (i) to report possible violations of any law, statute, or regulation to any federal, state, or local laws relating to employment; (h) tortgovernmental department, contractcommission, and quasi-contract claimsbureau, agency, entity, or subdivision, including but not limited to the United States Department of Justice, the SEC, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, any agency Inspector General, or any legislative body or committee (any of the foregoing, a “Governmental Body”); (ii) to file a charge or complaint with any Governmental Body with respect to any matters or disclosures related to Xxxxxxx’x employment by the Bank that are protected under the non-discrimination or whistleblower provisions of any federal, state, or local law, statute, or regulation (a “Protected Matter”); (iii) to testify in any proceedings regarding or relating to a Protected Matter; (iv) to participate in any investigation or proceeding conducted by any Governmental Body, or otherwise communicate with any Governmental Body, with respect to any Protected Matter; or (v) to apply for or receive any award from a whistleblower award or bounty program of any Governmental Body with respect to the furnishing of information to a Governmental Body. As of the Execution Date, Xxxxxxx represents and warrants that he has not filed—and will not file or hereafter cause to be filed on his behalf—any complaints, charges, or claims for wrongful dischargeagainst the Bank with any local, whistleblowingstate, retaliationor federal court, physical or personal injuryadministrative agency concerning the claims released in this Agreement, intentional or negligent infliction of emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of express or implied contract, unjust enrichment, promissory estoppel, breach of covenants of good faith and fair dealing, negligent hiring, negligent supervision, negligent retention, and similar or related claims;except as may be necessary to enforce this Agreement. (i) The Bank Releasees expressly waive and release Xxxxxxx, his heirs, successors, spouses, next of kin, personal representatives, administrators, executors, agents, assigns, attorneys, and representatives from any and all remedies claims, grievances, actions, and causes of any typeaction, includingat law or in equity, but not limited tocontract or tort, damages and injunctive reliefincluding negligence, in any action that may be brought on Employee’s behalf against the Company or any other Company Releasee by cause or claim that the Bank Releasees have or may have or could be brought before any government agency federal, state, local, or other entity municipal court directly or person; andindirectly relating to or connected with Xxxxxxx’x employment with the Bank, the Employment Agreement, Xxxxxxx’x separation from employment with the Bank, or the facts, circumstances, actions, or inactions arising out of or relating to any aspect of Xxxxxxx’x employment with the Bank, known or unknown, up to and until the Execution Date which arise under contract or common law, or any federal, state, or local law, regulation, or ordinance, provided that the Parties agree that the Bank is NOT releasing any rights it may have under any surviving covenants of the Employment Agreement.

Mutual Waiver and Release. For valuable consideration from (a) Upon the CompanyClosing, receipt the Investor hereby agrees, on behalf of which is hereby acknowledgeditself and its “affiliates” (as defined in Rule 144), Employeeto waive any and all claims, for himself arising on or before the date hereof, that the Investor or its affiliates may now or in the future have against the Company and his heirs, assigns and personal representatives, fully and completely waives, releases, and forever discharges the Company, Xxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxx X. XxXxxxx, Xxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxxx and the Company’s current and former direct and indirect parents, subsidiaries and its respective affiliates, and their predecessors, successors and assigns, and all benefit plans thereof, and all of their respective owners, shareholderspartners, members, partnersstockholders, managers, directors, officers, agents and assigns (and all affiliates of such partners, members, stockholders, managers, employeesdirectors, attorneysofficers, administrators agents and agents (collectively, the Company, Xxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxx X. XxXxxxx, Xxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxxx, each individually, collectively, and in all capacities, and the foregoing persons and entities, herein are the “Company Releasees”assigns) from any and all rights, causes of action, claims or demands that Employee may have against any of the Company Releasees, whether express or implied, known or unknown, that arise on or before the Agreement Date, including, but not limited to, all rights, causes of action, claims, or demands arising out of or relating to any of the following: (a) the Employment Agreement, including any right that Employee might have to any of the payments or benefits described in Section 2.0(c) or Section 2.0(d) of the Employment Agreement; (b) the by-laws of the Company or any of the Company’s affiliates, to the extent that such claims may directly or indirectly arise under or be directly or indirectly related in any manner to the Transaction Documents (the waiver described in this Section 1(a) is hereafter referred to as the “Investor Waiver”). The Investor Waiver shall include, without limitation, a waiver of any and all claims, arising on or before the date hereof, that the Investor or any of its affiliates may now or in the future have as a result of a breach by the Company of any of its representations, warranties or covenants set forth in the Transaction Documents. Upon the Closing, the Investor further agrees and acknowledges, on its own behalf and on behalf of its affiliates, (i) to release the Company and all of its respective affiliates from all obligations and liabilities arising (whether prior to, on or after the date of this Agreement) under or directly or indirectly related to the Transaction Documents, (ii) that all security interests and other liens granted to or held by Investor as security under the 2008 Note shall be forever and irrevocably satisfied, released and discharged and (iii) that the Transaction Documents shall terminate and be of no further force or effect other than those provisions therein that specifically survive termination. (b) Upon the Closing, the Company Releasee;hereby agrees, on behalf of itself and its affiliates, to waive any and all claims that the Company or its affiliates may now or in the future have against the Investor and its respective affiliates, partners, members, stockholders, managers, directors, officers, agents and assigns (and all affiliates of such partners, members, stockholders, managers, directors, officers, agents and assigns) of the Investor or any of the Investor’s affiliates, to the extent that such claims may directly or indirectly arise under or be directly or indirectly related in any manner to the Transaction Documents (the waiver described in this Section 1(b) is hereafter referred to as the “Company Waiver”). The Company Waiver shall include, without limitation, a waiver of any and all claims that the Company or any of its affiliates may now or in the future have as a result of a breach by the Investor of any of its representations, warranties or covenants set forth in the Transaction Documents. Upon the Closing, the Company further agrees, on its own behalf and on behalf of its affiliates, (i) to release the Investor and all of its respective affiliates from all obligations and liabilities directly or indirectly arising (whether prior to, on or after the date of this Agreement) under or directly or indirectly related to the Transaction Documents and (ii) that the Transaction Documents shall terminate and be of no further force or effect other than those provisions therein that specifically survive termination. (c) Employee’s employment with Each of the Company Parties hereby acknowledges and agrees that the waivers, releases and agreements set forth above in clauses (a) and (b) of this Section 1: (i) shall not in any manner be construed as constituting a waiver of any claims that a Party or with any of its affiliates may have in the future as a result of a breach of this Agreement by any other Company ReleaseeParty hereto, nor shall the releases set forth in clauses (a) and (b) of this Section 1 be construed as constituting a release of any obligations that a Party may have under this Agreement; and (ii) shall only be effective at the Closing upon the satisfaction or waiver of the conditions set forth in Section 3 (and for the avoidance of doubt, shall not be effective if this Agreement is terminated or the termination thereof, including without limitation, any other contractual severance payments that may be due to Employee in connection with Employee’s termination of employment on the Separation Date;Closing does not otherwise occur). (d) Employee’s status as a stockholder of Notwithstanding anything to the Company (contrary contained in this Agreement or as an owner of in any other Company Releasee) or the termination thereof; (e) Employee’s service or status as a director of the Company (or as a director or similar official of any other Company Releasee) or the termination thereof; (f) anti-discrimination, anti-harassment, and anti-retaliation laws, such as Title VII of the Civil Rights Act of 1964document, the Civil Rights Act obligations and liabilities of 1866 (42 U.S.C. § 1981), the Equal Pay Act, and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Genetic Information Nondiscrimination Act, which prohibits discrimination on the basis of genetic information; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; the Kansas Act Against Discrimination, which prohibits discrimination based on race, religion, color, sex, disability, national origin, ancestry, and genetic information; the Kansas Age Discrimination in Employment Act, which prohibits discrimination based on age; and, any other federal, state, or local laws prohibiting retaliation, employment or wage discrimination; (g) other employment laws, such as the Worker Adjustment and Retraining Notification Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act, which requires employers to provide leaves of absence under certain circumstances; state laws which regulate wage and hour matters, including all forms of compensation, vacation pay, sick pay, compensatory time, overtime, commissions, bonuses, and meal and break periods; state family, medical, and military leave laws, which require employers to provide leaves of absence under certain circumstances; the Sarbanes Oxley Act; and any other federal, state, or local laws relating to employment; (h) tort, contract, and quasi-contract claims, including but not limited to claims for wrongful discharge, whistleblowing, retaliation, physical or personal injury, intentional or negligent infliction of emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of express or implied contract, unjust enrichment, promissory estoppel, breach of covenants of good faith and fair dealing, negligent hiring, negligent supervision, negligent retention, and similar or related claims; (i) all remedies of any type, including, but not limited to, damages and injunctive relief, in any action that may be brought on Employee’s behalf against the Company or any other Company Releasee by any government agency of its affiliates to Investor under or other entity or person; andin respect of the Transactions Documents insofar as such obligations and liabilities survive termination of the Transaction Documents shall continue in full force and effect in accordance with their terms.

Mutual Waiver and Release. For valuable consideration from The CEO and the Company covenant and agree that if (a) the employment of the CEO under this Agreement is terminated and (b) in connection with such termination, the Company is required to pay any consideration, including the Severance Amount, but not including earned compensation or vacation pay or Vested Entitlements, to the CEO, then the Company’s payment of such consideration to the CEO is conditioned on the Company and the CEO entering into a mutual waiver and release agreement (a “Release Agreement”) in a form that is commercially reasonable and otherwise mutually and reasonably agreed to by the Company and the CEO, receipt and will not be due and payable until at least the eighth day after the CEO executes and does not revoke the Release Agreement. The Release Agreement shall provide, among other things, that the CEO, on his own behalf, and on the behalf of which is hereby acknowledged, Employee, for himself and his heirs, executors, trustees, attorneys, administrators, successors and assigns and personal representatives(collectively, the “CEO Parties”), fully releases and completely waives, releases, and forever discharges the Company, Xxxx X. Xxxxxits successors, Xxxxx X. Xxxxxxsubsidiaries, Xxxxxxx X. Xxxxxxx, Xxx X. XxXxxxx, Xxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxxx and the Company’s current and former direct and indirect parents, subsidiaries and affiliates, and their predecessors, successors affiliates and assigns, and all benefit plans thereof, its and all of their respective owners, shareholders, members, partners, directors, officers, managerstrustees, employees, attorneys, administrators agents, successors, and agents assigns (collectively, the Company, Xxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxx X. XxXxxxx, Xxx X. Xxxxxx, Xxxxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxxx, each individually, collectively, and in all capacities, and the foregoing persons and entities, herein are the “Company ReleaseesParties”) from and against any and all rights, causes of actionliability, claims and demands resulting from, or in connection with, the CEO’s employment with the Company, including but not limited to, claims, demands that Employee may have against or actions (i) arising under any federal, state or local statute, ordinance or regulation with respect to employment, including but not limited to the Age Discrimination in Employment Act, as amended, (ii) relating to the termination of the Company ReleaseesCEO’s employment with the Company, whether express (iii) relating to any right of payment for disability, and/or (iv) any other statutory or implied, known contractual right of payment or unknown, that arise any claim for relief on the basis of any alleged tort or before the Agreement Datebreach of contract, including, but not limited to, all rights, causes of action, claims, or demands arising out of or relating to any of the following: (a) the Employment Agreement, including any right that Employee might have to any of the payments or benefits described in Section 2.0(c) or Section 2.0(d) of the Employment Agreement; (b) the by-laws of the Company or any other Company Releasee; (c) Employee’s employment with the Company (or with any other Company Releasee) or the termination thereof, including without limitation, any other contractual severance payments that may be due to Employee in connection with Employee’s termination of employment on the Separation Date; (d) Employee’s status as a stockholder of the Company (or as an owner of any other Company Releasee) or the termination thereof; (e) Employee’s service or status as a director of the Company (or as a director or similar official of any other Company Releasee) or the termination thereof; (f) anti-discrimination, anti-harassment, and anti-retaliation laws, such as Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Equal Pay Act, and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Genetic Information Nondiscrimination Act, which prohibits discrimination on the basis of genetic information; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; the Kansas Act Against Discrimination, which prohibits discrimination based on race, religion, color, sex, disability, national origin, ancestry, and genetic information; the Kansas Age Discrimination in Employment Act, which prohibits discrimination based on age; and, any other federal, state, or local laws prohibiting retaliation, employment or wage discrimination; (g) other employment laws, such as the Worker Adjustment and Retraining Notification Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act, which requires employers to provide leaves of absence under certain circumstances; state laws which regulate wage and hour matters, including all forms of compensation, vacation pay, sick pay, compensatory time, overtime, commissions, bonuses, and meal and break periods; state family, medical, and military leave laws, which require employers to provide leaves of absence under certain circumstances; the Sarbanes Oxley Act; and any other federal, state, or local laws relating to employment; (h) tort, contract, and quasi-contract claims, including but not limited to claims for wrongful discharge, whistleblowing, retaliation, physical or personal injurydefamation, intentional or negligent infliction of emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of express or implied contract, unjust enrichment, promissory estoppel, breach of covenants the covenant of good faith and fair dealing, negligent hiringpromissory estoppel and negligence. Without limitation of the foregoing, negligent supervisionthe Release Agreement shall also provide that the Company, negligent retentionon its own behalf and on behalf of its directors, officers, trustees, attorneys, agents, successors, and similar assigns fully releases and discharges the CEO and the CEO Parties from and against any and all liability, claims and demands resulting from, or related claims; (i) all remedies of any typein connection with, the CEO’s employment with the Company, including, but not limited to, damages the basis for the Company’s termination of the CEO, subject, however, to the retention and injunctive relief, in reservation by the Company of any action that may be brought on Employee’s behalf future claims against the Company CEO arising out of any acts or any other Company Releasee by any government agency omissions of the CEO (y) that as of the date of the Release Agreement are known to the CEO, that the CEO fails to fully disclose to the Company, and that have a material adverse future impact on the Company, or other entity (z) that are fraudulent, dishonest or person; andunlawful.