Common use of Release and Covenant Not to Xxx Clause in Contracts

Release and Covenant Not to Xxx. a. The Executive fully and forever releases and discharges the Company, and all of its, affiliates and subsidiaries, and each of their respective stockholders, predecessors, successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a “Released Person”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, out of the Executive’s employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. The Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that he has not assigned any claim against a Released Person. The Executive further promises not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to the Executive’s employment by the Company or the termination of that employment. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. The foregoing will not be deemed to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 8(c) of the Agreement, or (c) claims for indemnification under Section 12(g) of the Agreement.

Release and Covenant Not to Xxx. a. The Executive Employee hereby fully and forever releases and discharges the Company, Company and all of itsits parents, affiliates and subsidiaries, including all predecessors and each of their respective stockholders, predecessors, successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a “Released Person”) ), from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, out of the ExecutiveEmployee’s employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. . The Executive Employee expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Person Person, and that he has not assigned any claim against a Released Person. The Executive Employee further promises not to initiate a lawsuit or to bring any other claim against the other a Release Person arising out of or in any way related to the ExecutiveEmployee’s employment by the Company or the termination of that employment. The forgoing will not be deemed to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 2 of the Change of Control Agreement, (c) claims for indemnification under the Company’s By-Laws, under any indemnification agreement between the Company and the Employee or under any similar agreement or (d) claims solely to enforce the terms of any equity incentive award agreement between the Employee and the Company. This Release will not prevent the Executive Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive Employee for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. The foregoing will not be deemed to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 8(c) of the Agreement, or (c) claims for indemnification under Section 12(g) of the Agreement.

Release and Covenant Not to Xxx. a. The 2.1. Executive and the Company each hereby fully and forever releases and discharges the Companyother, and all of its, affiliates and subsidiaries, and each of their respective stockholders, predecessors, predecessors and successors, assigns, stockholders, subsidiaries, parents, affiliates, officers, directors, trustees, employees, agents and attorneys, past and present and in their respective capacities as such (the Company and Executive and each such respective person or entity is each referred to as a “Released Person”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, including those arising out of the Executive’s employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. The 2.2. Executive and the Company expressly represents represent that he has they have not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that he neither has not assigned any claim against a Released Person. The Executive and the Company each further promises promise not to initiate a lawsuit or to bring any other claim against the other or any Released Person arising out of or in any way related to the Executive’s employment by the Company or the termination of that employment. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. The foregoing will . This Release shall not be deemed affect Executive’s rights under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 8(c) have a judicial determination of the Agreement, or (c) claims for indemnification under Section 12(g) validity of the Agreementthis release and waiver.

Release and Covenant Not to Xxx. a. The 2.1 Executive and the Company each hereby fully and forever releases and discharges the Companyother, and all of its, affiliates and subsidiaries, and each of their respective stockholders, predecessors, predecessors and successors, assigns, stockholders, subsidiaries, parents, affiliates, officers, directors, trustees, employees, agents and attorneys, past and present and in their respective capacities as such (the Company and Executive and each such respective person or entity is each referred to as a “Released Person”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, including those arising out of the Executive’s employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. The 2.2 Executive and the Company expressly represents represent that he has they have not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that he neither has not assigned any claim against a Released Person. The Executive and the Company each further promises promise not to initiate a lawsuit or to bring any other claim against the other or any Released Person arising out of or in any way related to the Executive’s employment by the Company or the termination of that employment. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. The foregoing will . This Release shall not be deemed affect Executive’s rights under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 8(c) have a judicial determination of the Agreement, or (c) claims for indemnification under Section 12(g) validity of the Agreementthis release and waiver.

Release and Covenant Not to Xxx. a. The Executive fully and forever releases and discharges the Company, and all of its, affiliates and subsidiaries, and each of their respective stockholders, predecessors, successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a “Released Person”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, out of the Executive’s employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. a. The Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that he has not assigned any claim against a Released Person. The Executive further promises not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to the Executive’s employment by the Company or the termination of that employment. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. b. The foregoing will not be deemed to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 8(c7(c) of the Agreement, or (c) claims for indemnification under Section 12(g11(g) of the Agreement.

Release and Covenant Not to Xxx. a. The Executive fully (a) In exchange for the severance payment and forever benefits described above, and consistent with Section 6 of the Employment Agreement, Xx. Xxxxxx waives any claim for a specific period of termination notice, and waives, and releases the Company from, any and discharges all claims or charges or suits of whatever nature which Xx. Xxxxxx has or may have against the Company, and all of itswhether or not now known, affiliates and subsidiaries, and each of their respective stockholders, predecessors, successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a “Released Person”) from including any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, claims arising through the date of this Release, out of the Executive’s or in connection with Xx. Xxxxxx'x employment by with the Company or the termination thereofof Xx. Xxxxxx'x employment; provided, includinghowever, that by this Paragraph 4(a) Xx. Xxxxxx does not waive any claim he may have for indemnification from the Company for acts performed within the scope of his employment by the Company. (b) To the fullest extent permitted by law, Xx. Xxxxxx further agrees not to commence any action or proceeding against the Company in any state or federal court, or with any administrative agency, for the purpose of recovering individual damages or other monetary or personal relief for any claim based on any act or event that occurred prior to the date of this Severance Agreement. Xx. Xxxxxx further waives and relinquishes any right to benefit financially from any charge of discrimination, or from any other claim of any nature, filed by him or on his behalf. If Xx. Xxxxxx violates this Paragraph, all consideration described in Paragraphs 1 and 2 of this Severance Agreement shall be immediately recoverable by the Company. (c) The release and covenant not to xxx contained in subparagraph (a) and (b) above includes, but is not limited to, any claim of discrimination on the basis of race, color, sex, religion, marital status, sexual preference, national origin, ancestry, handicap or disability, age, or veteran status; any other claim based on a statutory prohibition; any claim for breach of an express or implied contract, or of any covenant of good faith and fair dealing; any tort claims; any claim for wrongful discharge or retaliation; or any other claim growing out of any legal restriction on Company’s right to terminate the employment of an employee, and further including, without limitation, any claim for back pay, front pay, incentive pay, bonuses, commissions, expenses, vacation, severance pay, liquidated damages, punitive damages, compensatory damages, court costs or attorneys’ fees. (d) Xx. Xxxxxx further agrees not to seek redress under any internal complaint procedure available to him under any policies of the Company. (e) Xx. Xxxxxx represents that he understands the foregoing release, that rights and claims for relief or causes of action under the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act, 29 U.S.C. § 621 et seqExecutive Order 11246, ERISA, the Americans with Disabilities Act , the Connecticut Fair Employment Practice Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, the Equal Pay Act of 1963, the Connecticut Family and Medical Leave Act, the federal Family and Medical Leave Act, and the Workers’ Compensation Act as it relates to discrimination (i.e., C.G.S. Sec. 31-290a) are among the rights and claims which Xx. Xxxxxx is releasing, and that Xx. Xxxxxx is not releasing any rights or claims arising after the effective date of the Severance Agreement. (f) This release and covenant not to xxx shall apply to the Company and its Affiliates, and to all of their current and former officers, directors, employees, agents, fiduciaries, representatives, successors and assigns, or any person acting on behalf of the Company and its Affiliates and shall be binding upon Xx. Xxxxxx, and Xx. Xxxxxx'x executors, administrators, and heirs. For purposes of this Severance Agreement, the term Affiliate includes The United Illuminating Company, United Resources, Inc., and all other federal, state or local statute, ordinance or regulation regarding discrimination in employment direct and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach indirect subsidiaries of contract under any state or federal lawUIL. b. The Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Person (h) This release and that he has not assigned any claim against a Released Person. The Executive further promises covenant not to initiate a lawsuit xxx is not intended to waive any workers' compensation claims Xx. Xxxxxx may have or any payment or benefits to bring any other claim against the other arising out of or in any way related to the Executive’s employment by the which Xx. Xxxxxx may be entitled under The United Illuminating Company or the termination of that employment. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barredPension Plan and The United Illuminating Company 401(k)/ Employee Stock Ownership Plan. c. The foregoing will not be deemed to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 8(c) of the Agreement, or (c) claims for indemnification under Section 12(g) of the Agreement.

Release and Covenant Not to Xxx. a. The Executive Employee hereby fully and forever releases and discharges the Company, Company and all of itsits parents, affiliates and subsidiaries, including all predecessors and each of their respective stockholders, predecessors, successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a “Released Person”) present, from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, out of the Executive’s his or her employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. . The Executive Employee expressly represents that he or she has not filed a lawsuit or initiated any other administrative proceeding against a Released Person the Company (including for purposes of this Section 2, its parents, affiliates and subsidiaries), and that he or she has not assigned any claim against a Released Personthe Company (or its parents, affiliates and subsidiaries) to any other person or entity. The Executive Employee further promises not to initiate a lawsuit or to bring any other claim against the other Company (or its parents, affiliates and subsidiaries) arising out of or in any way related to the Executive’s his or her employment by the Company or the termination of that employment. The forgoing will not be deemed to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section[s] [2] [3] [and 4] of the Change of Control Agreement, (c) claims for indemnification under the Company’s By-Laws, under any indemnification agreement between the Company and the Employee or under any similar agreement or (d) claims solely to enforce the terms of any equity incentive award agreement between the Employee and the Company. This Release will not prevent the Executive Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive Employee for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. The foregoing will not be deemed to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 8(c) of the Agreement, or (c) claims for indemnification under Section 12(g) of the Agreement.

Release and Covenant Not to Xxx. a. (a) The Executive hereby fully and forever releases and discharges the Company, and all of its, affiliates predecessors and subsidiaries, and each of their respective stockholders, predecessors, successors, assigns, stockholders, affiliates, subsidiaries, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a “Released Person”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through on or before the date of this Release, out of and relating to the Executive’s employment by the Company or the termination thereofthereof (collectively, the “Claims”), including, but not limited to, any claims Claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions Claims based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. (b) The Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that he has not assigned any claim Claim against a Released Person. The Executive further promises not to initiate a lawsuit or to bring any other claim Claim against the other arising out of or in any way related to the Executive’s employment by the Company or the termination of that employment. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. (c) The foregoing will not be deemed to release the Company from (ai) claims solely to enforce this Release, (b) claims solely Claims to enforce Section 8(c) 2 of the Agreement, or (cii) claims Claims for vested benefits under Section 3.4.2(c)(i) of Part I of the FMC Corporation Employees’ Retirement Program, (iii) Claims for vested benefits under the terms of the FMC Corporation Salaried Employees’ Equivalent Retirement Plan and the FMC Corporation Non-Qualified Savings and Investment Plan, (iv) Claims for indemnification under the Company’s By-Laws, including access to such FMC Directors and Officers Liability Insurance Policies as may be necessary and appropriate to satisfy such indemnification obligations, (v) Claims not released under Section 12(g2(a), above, and (vi) Claims arising after the effective date of the Agreementthis Release.

Release and Covenant Not to Xxx. a. The 3.1. In exchange for the good and valuable consideration contained in this Release, the Executive hereby fully and forever releases and discharges the Company, the Parent and all of its, affiliates and subsidiariestheir Affiliates, and each of their respective stockholders, predecessors, predecessors and successors, assigns, stockholders, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a “Released Person”) from any and all claims, demands, liens, agreements, contracts, covenants, suits, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, or whether asserted or unasserted, which Executive now has, or hereafter can, shall or may have, upon or by reason of any act, transaction, practice, conduct, matter, cause or thing of any kind or nature whatsoever arising or occurring through the date of this ReleaseRelease (each, a “Claim”, and collectively, “Claims”), including, but not limited to, any Claim arising out of the Executive’s employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action Claim under the Age Discrimination in Employment Act, 29 U.S.C. § 621 621, et seq. (the “ADEA”), the Employee Retirement Income Security Act, 29 U.S.C. § 1001, et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions Claim based upon alleged wrongful or retaliatory discharge or breach of contract contract, any Claim for attorneys’ fees, and any other Claim under any state other federal, state, local or federal law. b. The Executive expressly represents that he has not filed a lawsuit foreign statute, ordinance, regulation, or initiated under any other administrative proceeding against a Released Person and that he has not assigned any claim against a Released Personcontract, tort or common law theory. The Executive further promises not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to the Executive’s employment by the Company or the termination of that employment. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. The foregoing will not be deemed to release the Company from (a) claims Claims solely to enforce this Release. Notwithstanding the foregoing, Executive is not releasing any Claims hereunder with respect to (a) Executive’s right to be indemnified pursuant to the Company’s applicable governing documents, or Executive’s right to coverage under any applicable directors’ and officers’ liability insurance policies, (b) claims solely the Accrued Benefits, (c) any rights that Executive has to enforce Section 8(cvested equity awards as of his Termination Date, (d) his rights as a stockholder of the AgreementParent, or (ce) claims for indemnification under Section 12(g) of any rights which arise after the Agreementdate on which Executive countersigns this Release with respect to matters that occurred after such date or which cannot be released by private agreement.

Release and Covenant Not to Xxx. a. The Executive 2.1 Senior Officer hereby fully and forever releases and discharges the Company, and all of its, affiliates its respective predecessors and subsidiaries, and each of their respective stockholders, predecessors, successors, assigns, stockholders, subsidiaries, parents, affiliates, officers, directors, trustees, employees, agents and attorneys, past and present and in their respective capacities as such (the Company and each such respective person or entity is each referred to as a “Released Person”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, out of the ExecutiveSenior Officer’s employment by the Company or the termination thereof, including, but not limited towithout limitation, any claims rights, payments or benefits under the Senior Officer’s Change in Control Agreement with the Company, or any other severance, retention or change-in-control plan or agreement with the Company (collectively the “Claims”). Without limiting the generality of the foregoing, this Release specifically applies to: 2.1.1. Any and all Claims for relief wrongful discharge, misrepresentation, defamation, fraudulent concealment, negligent supervision, negligent or causes intentional infliction of action emotional distress, tortious interference with contractual relations, restitution, payment of monies such as wages, vacation pay, notice pay, and other paid time, payment of attorneys’ fees or costs, outrageous behavior, breach of express or implied contract, promissory estoppel, breach of fiduciary duty, violation of statute, breach of the implied duty of good faith, or under any other theory of recovery; and 2.1.2. Any and all Claims under or pursuant to the Americans with Disabilities Act, the Age Discrimination in Employment Act (which protects persons 40 and over against age discrimination), the Older Worker’s Benefits Protection Act, 29 Title VII of the Civil Rights Act of 1964, as amended, the Genetic Information Nondiscrimination Act of 2008, the Family and Medical Leave Act, the Families First Coronavirus Response Act, the Equal Pay Act, the Reconstruction Era Civil Rights Acts, United States Executive Orders 11246 and 11375, 42 U.S.C. § 621 et seq.1981, as amended, § 1985, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Uniform Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Pregnancy Discrimination Act, or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. The Executive 2.2 Senior Officer expressly represents that he Senior Officer has not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that he has not assigned any claim against a Released Person. The Executive Senior Officer further promises not to initiate a lawsuit or to bring any other claim against the other a Released Person arising out of or in any way related to the ExecutiveSenior Officer’s employment by the Company or the termination of that employment. This Release will not prevent the Executive Senior Officer from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive Senior Officer for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. This Release shall not affect Senior Officer’s rights under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act to have a judicial determination of the validity of this release and waiver. c. 2.3 The foregoing will not be deemed to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 8(c) for indemnification under the Company’s Certificate of the AgreementIncorporation or By-Laws, or (c) claims for indemnification under Section 12(g) the Indemnification Agreement between Senior Officer and the Company. The foregoing will not be deemed to release any person from claims arising after the date of this Release. 2.4 The Senior Officer agrees that all current and future rights to severance benefits and similar benefits associated with termination of employment are waived as described in the “Waiver of Severance” paragraph of the AgreementTransition Agreement to which this Release is attached.

Release and Covenant Not to Xxx. a. 2.1. The Executive hereby fully and forever releases and discharges the Company, Company (including all predecessors and all of its, affiliates and subsidiaries, and each of their respective stockholders, predecessors, successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present (present)(collectively, the Company and each such person or entity is referred to as a “Released PersonPersons”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, out of the Executive’s employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. 2.2. The Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a any Released Person and that he has not assigned any claim against a any Released Person. The Executive further promises not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to the Executive’s employment by the Company or the termination of that employment. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. 2.3. The foregoing will not be deemed to release the Company from (ai) claims solely to enforce this Release, (bii) claims solely to enforce Section 8(cthe Letter Agreement, (iii) claims solely to enforce the terms of any equity incentive award agreement between the Executive and the Company (as modified by the Letter Agreement), or (civ) claims for indemnification under Section 12(g) the Company’s By-Laws, under any indemnification agreement between the Company and the Executive or under any similar agreement. In addition, the foregoing will not relieve the trustee of the AgreementCompany’s 401(k) plan from its obligation to maintain and/or distribute the Executive’s 401(k) plan account in accordance with that plan’s terms.

Release and Covenant Not to Xxx. a. The Executive fully (a) In exchange for the payments and forever benefits described above, and consistent with Section 6 of the Employment Agreement, Xx. Xxxx waives any requirement for a specific period of termination notice, and waives, and releases the Company from, any and discharges all claims or charges or suits of whatever nature which Xx. Xxxx has or may have against the Company, and all of itswhether or not now known, affiliates and subsidiaries, and each of their respective stockholders, predecessors, successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a “Released Person”) from including any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, claims arising through the date of this Release, out of the Executive’s or in connection with Xx. Xxxx'x employment by with the Company or the termination thereofof Xx. Xxxx'x employment; provided, includinghowever, that by this Paragraph 3(a) Xx. Xxxx does not waive any claim he may have for indemnification from the Company for acts performed within the scope of his employment by the Company. (b) To the fullest extent permitted by law, Xx. Xxxx further agrees not to commence any action or proceeding against the Company in any state or federal court, or with any administrative agency, for the purpose of recovering individual damages or other monetary or personal relief for any claim based on any act or event that occurred prior to the date of this Separation Agreement. Xx. Xxxx further waives and relinquishes any right to benefit financially from any charge of discrimination, or from any other claim of any nature, filed by him or on his behalf. If Xx. Xxxx violates this Paragraph, all consideration described in Paragraph 1 of this Separation Agreement shall be immediately recoverable by the Company. (c) The release and covenant not to xxx contained in subparagraph (a) and (b) above includes, but is not limited to, any claim of discrimination on the basis of race, color, sex, religion, marital status, sexual preference, national origin, ancestry, handicap or disability, age, or veteran status; any other claim based on a statutory prohibition; any claim for breach of an express or implied contract, or of any covenant of good faith and fair dealing; any tort claims; any claim for wrongful discharge or retaliation; or any other claim growing out of any legal restriction on Company’s right to terminate the employment of an employee, and further including, without limitation, any claim for back pay, front pay, incentive pay, bonuses, commissions, expenses, vacation, severance pay, liquidated damages, punitive damages, compensatory damages, court costs or attorneys’ fees. (d) Xx. Xxxx further agrees not to seek redress under any internal complaint procedure available to him under any policies of the Company. (e) Xx. Xxxx represents that he understands the foregoing release, that rights and claims for relief or causes of action under the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act, 29 U.S.C. § 621 et seqExecutive Order 11246, ERISA, the Americans with Disabilities Act , the Connecticut Fair Employment Practice Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, the Equal Pay Act of 1963, the Connecticut Family and Medical Leave Act, the federal Family and Medical Leave Act, and the Workers’ Compensation Act as it relates to discrimination (i.e., C.G.S. Sec. 31-290a) are among the rights and claims which Xx. Xxxx is releasing, and that Xx. Xxxx is not releasing any rights or claims arising after the effective date of the Separation Agreement. (f) This release and covenant not to xxx shall apply to the Company and their Affiliates, and to all of their current and former officers, directors, employees, agents, fiduciaries, representatives, successors and assigns, or any person acting on behalf of the Company and its Affiliates and shall be binding upon Xx. Xxxx, and Xx. Xxxx'x executors, administrators, and heirs. For purposes of this Separation Agreement, the term Affiliate includes United Resources, Inc., and all other federal, state or local statute, ordinance or regulation regarding discrimination in employment direct and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach indirect subsidiaries of contract under any state or federal lawUIL Holdings Corporation and The United Illuminating Company. b. The Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Person (h) This release and that he has not assigned any claim against a Released Person. The Executive further promises covenant not to initiate a lawsuit xxx is not intended to waive any workers' compensation claims Xx. Xxxx may have or any payment or benefits to bring any other claim against which Xx. Xxxx may be entitled under The United Illuminating Company Pension Plan, The United Illuminating Company 401(k)/ Employee Stock Ownership Plan, The UIL Holdings Corporation 1999 Amended and Restated Stock Plan, the other arising out of or in any way related to the Executive’s employment by the Company or the termination of that employment. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); providedUIL LTIP, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barredand UI retiree health and life insurance program. c. The foregoing will not be deemed to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 8(c) of the Agreement, or (c) claims for indemnification under Section 12(g) of the Agreement.

Release and Covenant Not to Xxx. a. The Executive Except for the Company's obligations set forth in Section 13 of that certain Management Employment Agreement dated February [ ], 2006, between the Employee and the Company, the Employee hereby fully and forever releases and discharges the Company, and all of its, affiliates predecessors and subsidiaries, and each of their respective stockholders, predecessors, successors, assigns, stockholders, affiliates, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a “Released Person”"RELEASED PERSON") from any and all claims, demands, liens, agreementsAgreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, out of the Executive’s Employee's employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § ss. 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment employment, and any claim for compensation or other benefits (including without limitation salary, wages, vacation pay, stock, stock options, health and welfare benefits and cash bonuses), and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. The Executive Employee expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that he has not assigned any claim against a Released Person. The Executive Employee further promises not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to the Executive’s Employee's employment by the Company or the termination of that employment. This Release will not prevent the Executive Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive Employee for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. The foregoing will not be deemed to release the Company from any claims (ai) claims solely to or for vested rights under the employment benefit plans of the Company, in effect as of the date of Employee's employment termination and (ii) to enforce the terms of this Release, (b) claims solely to enforce Release or Section 8(c) of the Agreement, or (c) claims for indemnification under Section 12(g) 11 of the Agreement.

Release and Covenant Not to Xxx. a. (a) The Executive hereby fully and forever releases and discharges the Company, and all of its, affiliates predecessors and subsidiaries, and each of their respective stockholders, predecessors, successors, assigns, stockholders, affiliates, subsidiaries, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a “Released Person”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, out of the Executive’s employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. (b) The Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that he has not assigned any claim against a Released Person. The Executive further promises not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to the Executive’s employment by the Company or the termination of that employment. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. (c) The foregoing will not be deemed to release the Company from (ai) claims solely to enforce this Release, (b) claims solely to enforce Section 8(c) 3 of the Agreement, (ii) claims for vested benefits under Section 3.4.2(c)(i) of Part I of the FMC Corporation Employees’ Retirement Program, (iii) claims for vested benefits under the terms of the FMC Corporation Salaried Employees’ Equivalent Retirement Plan and the FMC Corporation Non-Qualified Savings and Investment Plan, or (civ) claims for indemnification under Section 12(g) of the AgreementCompany’s By-Laws, including access to such FMC Directors and Officers Liability Insurance Policies as may be necessary and appropriate to satisfy such indemnification obligations.

Release and Covenant Not to Xxx. a. The 1. Executive and the Company each hereby fully and forever releases and discharges the Companyother, and all of its, affiliates and subsidiaries, and each of their respective stockholders, predecessors, predecessors and successors, assigns, stockholders, subsidiaries, parents, affiliates, officers, directors, trustees, employees, agents and attorneys, past and present and in their respective capacities as such (the Company and Executive and each such respective person or entity is each referred to as a “"Released Person”") from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, including those arising out of the Executive’s 's employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. The 2. Executive and the Company expressly represents represent that he has they have not filed a lawsuit or initiated any other administrative proceeding against a Released Person and that he neither has not assigned any claim against a Released Person. The Executive and the Company each further promises promise not to initiate a lawsuit or to bring any other claim against the other or any Released Person arising out of or in any way related to the Executive’s 's employment by the Company or the termination of that employment. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. The foregoing will . This Release shall not be deemed affect Executive's rights under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 8(c) have a judicial determination of the Agreement, or (c) claims for indemnification under Section 12(g) validity of the Agreementthis release and waiver.

Release and Covenant Not to Xxx. a. The Executive Employee hereby fully and forever releases and discharges the Company, Company and all of itsits parents, affiliates and subsidiaries, including all predecessors and each of their respective stockholders, predecessors, successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to as a “Released Person”) present, from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date of this Release, out of the Executive’s his/her employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § U.S. C. Section 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. b. . The Executive Employee expressly represents that he he/she has not filed a lawsuit or initiated any other administrative proceeding against a Released Person the Company (including for purposes of this Section 2, its parents, affiliates and subsidiaries), and that he he/she has not assigned any claim against a Released Personthe Company (or its parents, affiliates and subsidiaries) to any other person or entity. The Executive Employee further promises not to initiate a lawsuit or to bring any other claim against the other Company (or its parents, affiliates and subsidiaries) arising out of or in any way related to the Executive’s his/her employment by the Company or the termination of that employment. The forgoing will not be deemed to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 3 of the Change in Control Agreement, (c) claims for indemnification under the Company's By-Laws, or (d) claims solely to enforce the terms of any equity incentive award agreement between the Employee and the Company. This Release will not prevent the Executive Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the Executive Employee for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. c. The foregoing will not be deemed to release the Company from (a) claims solely to enforce this Release, (b) claims solely to enforce Section 8(c) of the Agreement, or (c) claims for indemnification under Section 12(g) of the Agreement.