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

Release and Covenant Not to Xxx. In exchange for the Severance Pay described above, to the fullest extent permitted by applicable law, Employee hereby fully and forever unconditionally releases and discharges Employer, all of its past, present and future parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and all past or present officers, directors, employees, insurers, attorneys and agents of any of them (hereinafter referred to collectively as "Releasees"), and Employee covenants not to xxx or assert against Releasees in any forum, for any purpose, any or all claims, administrative complaints, demands, actions and causes of action, of every kind and nature whatsoever, whether at law or in equity, and both negligent and intentional, arising from or in any way related to Employee's employment or separation from Employer, based in whole or in part upon any act or omission, occurring on or before the date of this general release, without regard to Employee's present actual knowledge of the act or omission, which Employee may now have, or which Employee, or any person acting on Employee's behalf may at any future time have or claim to have, including specifically, but not by way of limitation, matters which may arise at common law or under federal, state or local laws, including but not limited to the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Utah Labor Code and any other state or federal laws, excepting only any claim for worker's compensation, unemployment compensation, COBRA rights, and any vested rights under any ERISA benefit plan. Employee does not waive or release any rights arising after the date of execution of this Agreement. Employee further agrees that Employee will not in any manner encourage, counsel, participate in or otherwise assist any non-governmental third-party in the presentation or prosecution of any disputes, differences, grievances, claims, charges or complaints by any non-governmental third party against any of the Releasees unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena or other court order to do so. Employee also agrees to immediately notify in writing the Company (c/o Vice President of Legal Affairs) and the Company’s Board of Directors upon receipt of any non-governmental subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order.

Release and Covenant Not to Xxx. In exchange for a. Executive understands and agrees that with respect to this Section 5 the Severance Pay described aboveterm “Company” refers to Company and its parents, to the fullest extent permitted by applicable law, Employee hereby fully subsidiaries and forever unconditionally releases and discharges Employer, all of its past, present and future parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departmentsaffiliates, and all past or present the officers, directors, employeesshareholders, insurersagents, attorneys and agents of any of them (hereinafter referred to collectively as "Releasees")predecessors, successors, assigns, and Employee covenants not to xxx or assert against Releasees in any forumcurrent and past employees and representatives of each and all of the foregoing. Executive, for Executive and, as applicable, Executive’s respective agents, attorneys, successors, and assigns, hereby fully, forever, irrevocably, and unconditionally releases Company from any purpose, any or and all claims, administrative charges, complaints, demandsliabilities, actions and causes obligations of action, of every kind and any nature whatsoever, which Executive may have against Company, whether at law now known or in equityunknown, and both negligent and intentionalwhether asserted or unasserted, arising from any event or in any way related omission occurring prior to Employee's employment or separation from Employer, based in whole or in part upon any act or omission, occurring on or before the date execution of this general releaseAgreement. Without limiting the foregoing, without regard to Employee's present actual knowledge this release includes any and all claims arising out of or which could arise out of the act or omission, which Employee may now have, or which Employee, or any person acting on Employee's behalf may at any future time have or claim to have, including specifically, but not by way employment relationship between Executive and Company and the termination of limitation, matters which may arise at common law or under federal, state or local lawsthat employment, including but not limited to the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, to: (i) any and all claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, ERISA, COBRA, the Utah Labor Code Worker Adjustment and Retraining Notification Act, the Arizona Civil Rights Act, state and local civil rights laws, Arizona wage payment laws and any similar laws in other state states; (ii) any and all Executive Orders (governing fair employment practices) which may be applicable to Company; and (iii) any other provision or federal laws, excepting only theory of law. This release may be pled as a complete bar and defense to any claim for worker's compensation, unemployment compensation, COBRA rights, and any vested rights under any ERISA benefit planbrought by Executive with respect to the matters released in this Agreement. Employee This release does not waive or release any rights arising claims that may arise after the date of execution of this Agreement. Employee further Agreement is signed; however, Executive agrees that Employee by signing, delivering and not revoking this Agreement and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and given the foregoing releases at the Date of Termination. b. Executive acknowledges and agrees that the consideration Executive is receiving under this Amendment is sufficient consideration to support the release of all entities identified in this Section 5, and that there is consideration given in addition to anything of value to which Executive is already entitled. c. Executive acknowledges and agrees that Executive is not in any manner encourage, counsel, participate in or otherwise assist any non-governmental third-party in the presentation or prosecution aware of any disputesfacts or circumstances that could be the basis for a valid claim or charge of discrimination or harassment against Company. Executive represents and warrants to Company that Executive has not filed, differencesor caused to be filed, grievancesany claim or charge with any adjudicative body, claimsregulatory body, charges or complaints agency arising out of his employment. Executive agrees that by any non-governmental third party against any signing, delivering and not revoking this Amendment and by accepting the compensation and benefits stated in Sections 2 and 3, above, respectively, Executive will be deemed to have repeated and made the foregoing statements, representations, warranties and agreements at the Date of the Releasees unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena or other court order to do so. Employee also agrees to immediately notify in writing the Company (c/o Vice President of Legal Affairs) and the Company’s Board of Directors upon receipt of any non-governmental subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court orderTermination.

Release and Covenant Not to Xxx. In exchange for the Severance Pay described in paragraph 2 above, to the fullest extent permitted by applicable law, Employee hereby fully and forever unconditionally releases and discharges Employer, all of its past, present and future parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and all past or present officers, directors, employees, insurers, attorneys and agents of any of them (hereinafter referred to collectively as "Releasees"), and Employee covenants not to xxx or assert against Releasees in any forum, for any purpose, any or all claims, administrative complaints, demands, actions and causes of action, of every kind and nature whatsoever, whether at law or in equity, and both negligent and intentional, arising from or in any way related to Employee's employment or separation from Employer, based in whole or in part upon any act or omission, occurring on or before the date of this general release, without regard to Employee's present actual knowledge of the act or omission, which Employee may now have, or which Employeehe, or any person acting on Employee's behalf may at any future time have or claim to have, including specifically, but not by way of limitation, matters which may arise at common law or under federal, state or local laws, including but not limited to the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Utah Labor Code and any other state or federal laws, excepting only any claim for worker's compensation, unemployment compensation, COBRA rights, and any vested rights under any ERISA benefit plan. Employee does not waive or release any rights arising after the date of execution of this Agreement. Employee further agrees that Employee he will not in any manner encourage, counsel, participate in or otherwise assist any non-governmental third-other party in the presentation or prosecution of any disputes, differences, grievances, claims, charges or complaints by any non-governmental third party against any of the Releasees Releasees, unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena or other court order to do so. Employee also agrees both to immediately notify in writing the Company (c/o Vice President of Legal Affairs) and the CompanyEmployer’s Board of Directors upon receipt of any non-governmental such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court orderorder to the Employer’s Board of Directors. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state no more than that Employee cannot provide any counsel or assistance.

Release and Covenant Not to Xxx. In exchange for the Severance Pay described severance benefits set forth in Section 2 above, to the fullest extent permitted by applicable law, Employee hereby fully and forever unconditionally releases and discharges Employer, all of its past, present and future parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and all past or present officers, directors, employees, insurers, attorneys and agents of any of them (hereinafter referred to collectively as "Releasees"), and Employee covenants not to xxx or assert against Releasees in any forum, for any purpose, any or all claims, administrative complaints, demands, actions and causes of action, of every kind and nature whatsoever, whether at law or in equity, and both negligent and intentional, including but not limited to any arising from or in any way related to Employee's employment or separation from Employer, based in whole or in part upon any act or omission, occurring on or before the date of this general release, without regard to Employee's present actual knowledge of the act or omission, which Employee may now have, or which Employeehe, or any person acting on Employee's behalf may at any future time have or claim to have, including specifically, but not by way of limitation, matters which may arise at common law or under federal, state or local laws, including but not limited to the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Utah Labor Code and any other state or federal laws, excepting only any claim for worker's compensation, unemployment compensation, COBRA rights, and any vested rights under any ERISA benefit plan. Employee does not waive or release any rights arising after the date of execution of this Agreement. Employee further agrees that Employee he will not in any manner encourage, counsel, participate in or otherwise assist any non-governmental third-other party in the presentation or prosecution of any disputes, differences, grievances, claims, charges or complaints by any non-governmental third party against any of the Releasees Releasees, unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena or other court order to do so. Employee also agrees both to immediately notify in writing the Company (c/o Vice President of Legal Affairs) and the CompanyEmployer’s Board of Directors upon receipt of any non-governmental such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court orderorder to the Employer’s Board of Directors. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state no more than that Employee cannot provide any counsel or assistance.

Release and Covenant Not to Xxx. In exchange (a) Employee, for the Severance Pay described aboveconsideration set forth in this Agreement, to the fullest extent permitted by applicable law, Employee hereby fully releases and forever unconditionally releases discharges JDA and discharges Employer, all of its past, present and future parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departmentsentities, and all past or present the employees, agents, representatives, attorneys, officers, directors, employeessuccessors and assigns of JDA and its affiliated entities (collectively, insurersthe “Release Parties”) from any and all claims or liabilities, attorneys and agents whether known or unknown, past or present, suspected or unsuspected, of any nature whatsoever arising out of them (hereinafter referred or relating to collectively as "Releasees")his/her employment with JDA, and Employee covenants not to xxx or assert against Releasees in any forum, for any purpose, any or all claims, administrative complaints, demands, actions and causes of action, of every kind and nature whatsoever, whether at law or in equity, and both negligent and intentional, arising from or in any way related to Employee's employment or separation from Employer, based in whole or in part upon any act or omission, occurring on or before the date of this general release, without regard to Employee's present actual knowledge of the act or omission, which Employee may now have, or which Employee, or any person acting on Employee's behalf may at any future time have or claim to have, including specificallyincluding, but not by way limited to, all claims based upon alleged discrimination, breach of limitationcontract or tortious conduct, matters which may arise at common law or whether under federal, state or local laws, including but not limited to the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (26 U.S.C. § 621 et seq.), the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Equal Pay Fair Labor Standards Act, the Family and Medical Leave Act, the Utah Labor Code and or any other federal law, state law, ordinance, common law or administrative regulation. Employee expressly waives Employee’s right to recovery of any type, including damages, in any administrative or court action, whether state or federal laws, excepting only any claim for worker's compensation, unemployment compensation, COBRA rightsfederal, and whether brought by Employee or on Employee’s behalf, related in any vested rights way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for any challenge to the validity of Employee’s release of claims under the Age Discrimination in Employment Act, as set forth in this Agreement. Further, nothing in this Section 3(a) shall release any ERISA benefit planof the Released Parties’ obligations, covenants, and agreements under this Agreement. Employee This release does not waive or release any rights arising apply to claims which may arise after the date when Employee signs this Agreement. (b) Employee declares and represents that Employee intends this Agreement to be complete and not subject to any claim of execution mistake, and that the release herein expresses a full and complete release and Employee intends the release herein to be final and complete. (c) Employee represents that, as of the date of this Agreement. Employee further agrees that Employee will , he has not in filed any manner encouragelawsuits, counselcharges, participate in complaints, petitions, claims or otherwise assist any non-governmental third-party in the presentation other accusatory pleadings against Employer or prosecution of any disputes, differences, grievances, claims, charges or complaints by any non-governmental third party against any of the Releasees unless Employee is legally required to participate other Released Parties in any such matter pursuant to court or with any governmental agency. (d) Employee acknowledges and agrees that the general release and waiver clause in this Agreement is an enforceable subpoena or other court order to do so. Employee also agrees to immediately notify in writing essential and material term of the Company (c/o Vice President of Legal Affairs) and the Company’s Board of Directors upon receipt of any non-governmental subpoena or court orderAgreement, and that without such clause, no agreement would have been reached by the Parties. (e) Employee acknowledges that he has been paid all wages, commissions, incentive payments, and bonuses owed to furnishhim by Employer, within three (3) business days of its receipt, a copy of such subpoena or other court order.to date

Release and Covenant Not to Xxx. In exchange for Employer's agreement to provide the Severance Pay described above, to the fullest extent permitted by applicable law-referenced severance payment, Employee hereby fully and forever unconditionally releases and discharges EmployerEmployer from any and all claims, all of its past, present and future parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departmentsdemands, and all past liabilities that Employee has ever had or present now may have against Employer or Employer's officers, directors, or employees, insurersboth known and unknown, attorneys and agents of any of them (hereinafter referred to collectively as "Releasees")including, and Employee covenants but not to xxx or assert against Releasees in any forum, for any purposelimited to, any or and all claims, administrative complaints, demands, actions and causes liabilities based on Employee's employment with Employer or the termination of actionthe employment relationship. Employee acknowledges that, as a result of every kind and nature whatsoeverhis termination of employment, whether at law he has forfeited in their entirety the 10,000 shares of restricted stock issued to him by the Employer on June 18, 2015 under the Yadkin Financial Corporation 2013 Equity Incentive Plan. Further, Employee promises not to file or in equitypermit to be filed any lawsuit, and both negligent and intentionalcomplaint, or action against Employer, or Employer's officers, directors, or employees arising from out of or in any way related to Employee's his employment with Employer or separation from the termination of said employment with Employer. This release and covenant not to xxx includes, based in whole but is not limited to, a release of any and all rights or in part upon any act or omission, occurring on or before the date of this general release, without regard to Employee's present actual knowledge of the act or omission, which claims Employee may now have, or which Employee, or have under any person acting on Employee's behalf may at any future time have or claim to have, including specifically, but not by way of limitation, matters which may arise at common law or under federal, state state, or local laws, including ordinances, or regulations including, but not limited to to: any claims of age discrimination under the Fair Labor Standards Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the National Labor Relations Act, ; claims under Title VII of the Civil Rights Act of 1964, ; Section 1981 of the Age Discrimination in Employment Act, Civil Rights Act of 1866; the Americans with Disabilities ActAct of 1990, the Equal Pay Act, Civil Rights Act of 1991; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act (ERISA); the Consolidated Budget Reconciliation Act (COBRA); the Equal Pay Act of 1963; the Pregnancy Discrimination Act; any and all state laws addressing the rights of employees and the payment of wages; and all amendments to these Acts. This release also includes a release of any claims for wrongful termination, the Utah Labor Code and breach of express or implied contract, intentional or negligent infliction of emotional distress, libel, slander, as well as any other claims, whether in tort, contract or equity, under state or federal laws, excepting only any claim for worker's compensation, unemployment compensation, COBRA rights, and any vested rights under any ERISA benefit plan. Employee does not waive statutory or release any rights arising after the date of execution of this Agreementcommon law. Employee further agrees that Employee will not in any manner encourage, counsel, participate in or otherwise assist any non-governmental third-party in the presentation event that any person or prosecution entity should file a lawsuit, complaint, or action on Employee's behalf, Employee hereby waives and forfeits any right to recovery under such claims and will exercise every good faith effort to have such claims dismissed. By entering into this Agreement, Employee does not waive any rights or claims that might arise as a result of any disputesconduct that occurs after the date this Agreement is signed by the parties, differences, grievances, claims, charges nor shall this Agreement be interpreted to provide that Employee has entered into any covenant or complaints by any non-governmental third party against any of the Releasees unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena promise that would be invalid under applicable federal or other court order to do so. Employee also agrees to immediately notify in writing the Company (c/o Vice President of Legal Affairs) and the Company’s Board of Directors upon receipt of any non-governmental subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court orderstate law.

Release and Covenant Not to Xxx. In exchange for Each party hereby forever releases, discharges, cancels, waives, and acquits the Severance Pay described aboveother party and its or Employee’s representatives (which shall include, to the fullest extent permitted by applicable lawas applicable, Employee hereby fully and forever unconditionally releases and discharges Employerspouse, all of its pastheirs, present and future parentexecutors, subsidiaryadministrators, affiliated and related corporationssuccessors, their predecessors, successors and assigns, together with their divisions and departmentsaffiliates, and all past or present officerssubsidiaries, corporate parents, agents, directors, employees, insurersowners, attorneys attorneys) of and agents of from any of them (hereinafter referred to collectively as "Releasees")and all rights, and Employee covenants not to xxx or assert against Releasees in any forum, for any purpose, any or all claims, administrative complaints, demands, actions and causes of action, obligations, damages, penalties, fees, costs, expenses, and liability of every kind and any nature whatsoever, whether at in law or in equity, and both negligent and intentionalwhich a party has, had or may hereafter have against it or Employee arising from out of, or in by reason of, any way related to Employee's employment cause or separation from Employermatter, based in whole or in part upon any act or omission, occurring on or before existing as of the date of execution of this general releaseAgreement, WHETHER KNOWN TO THE PARTY AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than for breach of this Agreement. (a) This FULL WAIVER OF ALL CLAIMS includes, without regard to Employee's present actual knowledge limitation, attorney’s fees, any claims, demands, or causes of action arising out of, or relating in any manner whatsoever to, the employment and/or termination of the act employment of Employee by the Company, such as, BUT NOT LIMITED TO, any charge, claim, lawsuit or omission, which Employee may now have, or which Employee, or any person acting on Employee's behalf may at any future time have or claim to have, including specifically, but not by way of limitation, matters which may arise at common law or other proceeding arising under federal, state or local laws, including but not limited to the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1866, 1964, 1991, Title VII as amended by the Age Discrimination in Employment ActCivil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act (ADEA), as amended by the Older Worker Protection Act, the Labor Management Relations Act (LMRA), the Employee Retirement Income Security Act (ERISA), the Consolidated Omnibus Budget Reconciliation Act, the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Rehabilitation Act of 1973, and the Family and Medical Leave ActAct of 1993, the Utah Labor Code and worker’s compensation laws, or any other state federal, state, or federal lawslocal statute, excepting only or any contract, agreement, plan or policy. (b) Each party further covenants and agrees not to institute, nor cause to be instituted, any legal proceeding, including filing any claim for or complaint with any government agency alleging any violation of law or public policy or seeking worker's ’s compensation, unemployment compensationagainst the Company (or any of its representatives), COBRA rightspremised upon any legal theory or claim whatsoever, and any vested rights under any ERISA benefit plan. Employee does not waive including without limitation, contract, tort, wrongful discharge, personal injury, interference with contract, breach of contract, defamation, negligence, infliction of emotional distress, fraud, or release any rights arising after deceit, except to enforce the date of execution terms of this Agreement. Employee further agrees . (c) Each party acknowledges that Employee will not the considerations afforded the party under this Agreement are in any manner encourage, counsel, participate in or otherwise assist any non-governmental third-party in the presentation or prosecution full and complete satisfaction of any disputesand all claims a party may have or had to the date hereof, differencesincluding any arising out of Employee’s employment with the Company or the termination thereof. The foregoing provisions of this Section 3 shall not apply to any conduct that constituted fraud, grievancesinvolved an intentional or reckless misstatement or omission, claimsor a criminal act, charges or complaints by any non-governmental third party against any was not performed in good faith and in (or at least not opposed to) the best interests of the Releasees unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena or other court order to do so. Employee also agrees to immediately notify in writing the Company (c/o Vice President of Legal Affairs) and the Company’s Board of Directors upon receipt of any non-governmental subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order.

Release and Covenant Not to Xxx. In exchange Employee agrees to release and discharge the Company and its officers, directors, shareholders, employees and agents (in their individual and representative capacities), and its parent, affiliated, predecessor, successor, subsidiary and other related companies (collectively “Released Parties”) from any and all claims, known or unknown, for anything which has occurred up to the Severance Pay described abovedate this Agreement is signed by the Employee, under any legal theory including claims arising under contract, tort or common law, and all claims asserting wrongful discharge, breach of contract, emotional distress, attorneys fees or punitive damages. This Release includes but is not limited to any claims arising out of the employment relationship as of the date Employee executes this Agreement. Employee further agrees that, to the fullest extent permitted by applicable of the law, Employee hereby fully and forever unconditionally releases and discharges Employer, all of its past, present and future parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and all past or present officers, directors, employees, insurers, attorneys and agents not to make any attempt to collect any damages whatsoever from the Released Parties for any violation of any of them (hereinafter referred to collectively as "Releasees")federal, and Employee covenants not to xxx or assert against Releasees in any forum, for any purpose, any or all claims, administrative complaints, demands, actions and causes of action, of every kind and nature whatsoever, whether at law or in equity, and both negligent and intentional, arising from or in any way related to Employee's employment or separation from Employer, based in whole or in part upon any act or omission, occurring on or before the date of this general release, without regard to Employee's present actual knowledge of the act or omission, which Employee may now havestate, or which Employeelocal statute, rule, or ordinance, or under any person acting on Employee's behalf may at any future time have common law theory sounding in tort, contract, or claim to have, including specificallyotherwise. This release specifically encompasses, but not by way of limitation, matters which may arise at common law or under federal, state or local laws, including but is not limited to the Fair Labor Standards Actto, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, claims brought under the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Rehabilitation Act of 1973, the Civil Rights Act of 1964 (and the 1991 Amendments thereto), any claim arising under Title 42 of the United States Code, the Immigration Reform Control Act, the Employee Retirement Income Security Act of 1974, the Older Workers’ Benefits Protection Act, the Family and Medical Leave Act, the Utah Fair Labor Code Standards Act, the National Labor Relations Act, Chapter 4112 of the Ohio Revised Code, and any other state federal, state, or federal lawslocal legislation, excepting only any claim for worker's compensation, unemployment compensation, COBRA rights, all as originally enacted and any vested rights under any ERISA benefit planamended. Employee does not waive acknowledges that he might, in the future, discover claims or release facts in addition to or different from those which he now knows or believes to exist with respect to the subject matters of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement. Nevertheless, Employee hereby waives any rights arising after right, claim, or cause of action that might arise as a result of such different or additional claims or facts. The Parties understand, intend and agree that upon payment of the sums referred to in Paragraph 2 hereof, Employee will have received complete satisfaction of any and all claims, whether known, suspected, or unknown, that he may have or has had against the Company as of the date of execution of this Agreement, including, but not limited to, claims related in any way to the Employee’s employment or the end of that employment by the Company. Employee further agrees that Employee will hereby waives any and all relief not in any manner encourage, counsel, participate in or otherwise assist any non-governmental third-party in the presentation or prosecution of any disputes, differences, grievances, claims, charges or complaints by any non-governmental third party against any of the Releasees unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena or other court order to do so. Employee also agrees to immediately notify in writing the Company (c/o Vice President of Legal Affairs) and the Company’s Board of Directors upon receipt of any non-governmental subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court orderexplicitly provided for herein.

Release and Covenant Not to Xxx. In exchange for (a) Each party hereby forever releases, discharges, cancels, waives, and acquits the Severance Pay described aboveother party and its or his representatives (which shall include, to the fullest extent permitted by applicable lawas applicable, Employee hereby fully and forever unconditionally releases and discharges Employerspouse, all of its pastheirs, present and future parentexecutors, subsidiaryadministrators, affiliated and related corporationssuccessors, their predecessors, successors and assigns, together with their divisions and departmentsaffiliates, and all past or present officerssubsidiaries, corporate parents, agents, directors, employeesofficers, insurersowners, attorneys attorneys) of and agents of from any of them (hereinafter referred to collectively as "Releasees")and all rights, and Employee covenants not to xxx or assert against Releasees in any forum, for any purpose, any or all claims, administrative complaints, demands, actions and causes of action, obligations, damages, penalties, fees, costs, expenses, and liability of every kind and any nature whatsoever, whether at in law or in equity, and both negligent and intentionalwhich a party has, had or may hereafter have against it arising from out of, or in by reason of, any way related to Employee's employment cause or separation from Employermatter, based in whole or in part upon any act or omission, occurring on or before existing as of the date of execution of this general releaseAgreement, WHETHER KNOWN TO THE PARTY AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, other than for breach of this Agreement. (b) This FULL WAIVER OF ALL CLAIMS includes, without regard to Employee's present actual knowledge of the act or omissionlimitation, which Employee may now haveattorney’s fees, any claims, demands, or which Employeecauses of action arising out of, or relating in any person acting on Employee's behalf may at manner whatsoever to, your employment and/or retirement from employment from Company, such as, BUT NOT LIMITED TO, any future time have charge, claim, lawsuit or claim to have, including specifically, but not by way of limitation, matters which may arise at common law or other proceeding arising under federal, state or local laws, including but not limited to the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1866, 1964, 1991, Title VII as amended by the Age Discrimination in Employment ActCivil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act (ADEA), the Labor Management Relations Act (LMRA), the Employee Retirement Income Security Act (ERISA), the Consolidated Omnibus Budget Reconciliation Act, the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Rehabilitation Act of 1973, and the Family and Medical Leave ActAct of 1993, the Utah Labor Code and worker’s compensation laws, or any other state federal, state, or federal lawslocal statute, excepting only or any contract, agreement, plan or policy. (c) Each party further covenants and agrees not to institute, nor cause to be instituted, any legal proceeding, including filing any claim for or complaint with any government agency alleging any violation of law or public policy or seeking worker's ’s compensation, unemployment compensationagainst the other party (or any of its representatives) premised upon any legal theory or claim whatsoever, COBRA rightsincluding without limitation, and any vested rights under any ERISA benefit plan. Employee does not waive contract, tort, wrongful discharge, personal injury, interference with contract, breach of contract, defamation, negligence, infliction of emotional distress, fraud, or release any rights arising after deceit, except to enforce the date of execution terms of this Agreement. Employee further agrees . (d) Each party acknowledges that Employee will not the considerations afforded the party under this Agreement are in any manner encourage, counsel, participate in or otherwise assist any non-governmental third-party in the presentation or prosecution full and complete satisfaction of any disputesclaims a party may have or had to the date hereof, differencesincluding any arising out of your employment with the Company or retirement therefrom. (e) The foregoing shall not apply to any conduct that constituted fraud, grievancesinvolved an intentional or reckless misstatement or omission, claims, charges or complaints by any non-governmental third party against any was not performed in good faith and in (or at least not opposed to) the best interests of the Releasees unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena Company. (f) Nothing herein shall limit or other court order to do so. Employee also agrees to immediately notify in writing the Company (c/o Vice President of Legal Affairs) and modify the Company’s Board obligations to indemnify you and advance expenses to you, as more fully provided in the Company’s certificate of Directors upon receipt of any non-governmental subpoena or court order, incorporation and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court orderbylaws.

Release and Covenant Not to Xxx. In exchange Employee agrees to release and discharge the Company and its officers, directors, shareholders, employees and agents (in their individual and representative capacities), and its parent, affiliated, predecessor, successor, subsidiary and other related companies (collectively “Released Parties”) from any and all claims, known or unknown, for anything which has occurred up to the Severance Pay described abovedate this Agreement is signed by the Employee, under any legal theory including claims arising under contract, tort or common law, and all claims asserting wrongful discharge, breach of contract, emotional distress, attorneys fees or punitive damages. This Release applies to any claims arising out of the employment relationship as of the date Employee executes this Agreement. Employee further agrees that, to the fullest extent permitted by applicable of the law, Employee hereby fully and forever unconditionally releases and discharges Employer, all of its past, present and future parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and all past or present officers, directors, employees, insurers, attorneys and agents not to make any attempt to collect any damages whatsoever from the Released Parties for any violation of any of them (hereinafter referred to collectively as "Releasees")federal, and Employee covenants not to xxx or assert against Releasees in any forum, for any purpose, any or all claims, administrative complaints, demands, actions and causes of action, of every kind and nature whatsoever, whether at law or in equity, and both negligent and intentional, arising from or in any way related to Employee's employment or separation from Employer, based in whole or in part upon any act or omission, occurring on or before the date of this general release, without regard to Employee's present actual knowledge of the act or omission, which Employee may now havestate, or which Employeelocal statute, rule, or ordinance, or under any person acting on Employee's behalf may at any future time have common law theory sounding in tort, contract, or claim otherwise for acts which occurred prior to have, including specificallysigning this agreement. This release specifically encompasses, but not by way of limitation, matters which may arise at common law or under federal, state or local laws, including but is not limited to the Fair Labor Standards Actto, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, claims brought under the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Rehabilitation Act of 1973, the Civil Rights Act of 1964 (and the 1991 Amendments thereto), any claim arising under Title 42 of the United States Code, the Immigration Reform Control Act, the Employee Retirement Income Security Act of 1974, the Older Workers’ Benefits Protection Act, the Family and Medical Leave Act, the Utah Fair Labor Code Standards Act, the National Labor Relations Act, Chapter 4112 of the Ohio Revised Code, and any other state federal, state, or federal lawslocal legislation, excepting only any claim for worker's compensation, unemployment compensation, COBRA rights, all as originally enacted and any vested rights under any ERISA benefit planamended. Employee does not waive acknowledges that he might, in the future, discover claims or release facts in addition to or different from those which he now knows or believes to exist with respect to the subject matters of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement. Nevertheless, Employee hereby waives any rights arising after right, claim, or cause of action that might arise as a result of such different or additional claims or facts. The Parties understand, intend and agree that upon payment of the sums referred to in Paragraph 2 hereof, Employee will have received complete satisfaction of any and all claims, whether known, suspected, or unknown, that he may have or has had against the Company as of the date of execution of this Agreement, including, but not limited to, claims related in any way to the Employee’s employment or the end of that employment by the Company. Employee further agrees that hereby waives any and all relief not explicitly provided for herein. Notwithstanding the above, nothing herein is to be construed as preventing Employee will not in any manner encourage, counsel, participate in or otherwise assist any non-governmental third-party in the presentation or prosecution from seeking enforcement of any disputes, differences, grievances, claims, charges or complaints by any non-governmental third party against any of the Releasees unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena or other court order to do so. Employee also agrees to immediately notify in writing the Company (c/o Vice President of Legal Affairs) Employee’s rights and the Company’s Board of Directors upon receipt of any non-governmental subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court orderobligations under this Agreement.

Release and Covenant Not to Xxx. 2.1. In exchange for consideration of the Severance Pay described aboveamounts payable under Section 1.1, to the fullest extent permitted by applicable lawrelease provided in Section 2.4 and the Company’s execution of the Second Release, Employee the Executive hereby fully and forever unconditionally releases and discharges Employerthe Company Entities and each of their respective predecessors and successors, all of its past, present and future parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departmentsstockholders, and all past or present affiliates, officers, directors, trustees, employees, insurersagents and attorneys, attorneys past and agents of any of them present (hereinafter the Company and each such person or entity is referred to collectively as "Releasees"), a “Released Person”) from any and Employee covenants not to xxx or assert against Releasees in any forum, for any purpose, any or all claims, administrative complaints, demands, actions and liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of every whatever kind and nature whatsoeveror nature, direct or indirect, in law, equity or otherwise, whether at law known or in equityunknown, and both negligent and intentionalwhich Executive now has, or hereafter can, shall or may have for, upon or by reason of any act, transaction, practice, conduct, matter, cause or thing of any kind or nature whatsoever (“Claim”) arising from or in any way related to Employee's employment or separation from Employer, based in whole or in part upon any act or omission, occurring on or before through the date of this general releaseAgreement, without regard to Employee's present actual knowledge of the act or omission, which Employee may now have, or which Employee, or any person acting on Employee's behalf may at any future time have or claim to have, including specificallyincluding, but not by way of limitationlimited to, matters which may arise at common law or under federal, state or local laws, including but not limited to the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII any Claim arising out of the Civil Rights Act of 1964Executive’s employment by the Company or the termination thereof, any Claim under the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., the Americans with Disabilities Executive Retirement Income Security Act, the Equal Pay Act29 U.S.C. § 1001, the Family and Medical Leave Actet seq., the Utah Labor Code any Claim based upon alleged wrongful or retaliatory discharge or breach of contract, any Claim for attorneys’ fees (other than as described in Section 1.1.3), and any other Claim under any other federal, state, local or foreign statute, ordinance, regulation, or under any contract, tort or common law theory. 2.2. The Executive hereby 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 agrees not to initiate a lawsuit or to bring any other Claim against a 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 Agreement will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or federal participating in any investigation conducted by the Equal Employment #24481154 v8 Opportunity Commission (or similar state agency); provided, however, that any claim by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. 2.3. Notwithstanding anything contained in this Agreement to the contrary, Sections 2.1 and 2.2 will not be deemed to release the Company from (i) Claims relating to any obligations incurred under this Agreement or brought to enforce this Agreement, (ii) Claims for defense and indemnification under the Company’s By-laws, excepting only applicable law, or applicable insurance policies (including coverage under any director’s and officer’s insurance policy maintained by the Company), (iii) Claims for payment or reimbursement pursuant to any employee benefit plan of the Company, and (iv) claims that cannot be released as a matter of law. 2.4. The Company, on behalf of itself and the Company Entities, hereby fully and forever releases and discharges the Executive 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, which Company now has, or hereafter can, shall or may have for, 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 Agreement, including, but not limited to, any claim arising out of the Executive’s employment by the Company, any claim for worker's compensation, unemployment compensation, COBRA rightsbreach of contract, and any vested rights other claim under any ERISA benefit planother federal, state, local or foreign statute, ordinance, regulation, or under any contract, tort or common law theory. 2.5. Employee does The Company, on behalf of itself and the Company Entities, hereby represents that it has not waive filed a lawsuit or release initiated any rights other administrative proceeding against the Executive and that it has not assigned any claim against the Executive. The Company agrees not to initiate a lawsuit or to bring any other claim against the Executive arising after the date out of execution of this Agreement. Employee further agrees that Employee will not or in any manner encourage, counsel, participate in or otherwise assist any non-governmental third-party in way related to the presentation or prosecution of any disputes, differences, grievances, claims, charges or complaints Executive’s employment by any non-governmental third party against any of the Releasees unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena or other court order to do so. Employee also agrees to immediately notify in writing the Company (c/o Vice President of Legal Affairs) and the Company’s Board of Directors upon receipt of any non-governmental subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order.