Common use of Release and Waiver Clause in Contracts

Release and Waiver. In exchange for the consideration referred to above, the sufficiency of which is acknowledged, and to which Executive acknowledges Executive would not otherwise be entitled, Executive, on behalf of Executive, Executive’s heirs, executors, successors, administrators and assigns, does hereby knowingly and voluntarily release, acquit and forever discharge, as permitted by law, the Company, its owners, partners, officers, managers, administrators, employees, directors, attorneys, affiliates, subsidiaries, parent companies, successors and assigns (collectively, the “Company Parties”) from any and all claims, causes of action or promises of any and every kind, whether known or unknown, that are based upon facts occurring prior to the date this Agreement is executed by Executive, including but not limited to, the following: (a) any contractual claims, including any claims related to, regarding or arising from any and all aspects or terms of any agreement with the Company; (b) any statutory claims, including but not limited to, claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights Acts of 1964 and 1991 (“Title VII”), the Executive Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Civil Rights Act of 1866, the Civil Rights Act of 1991, Veterans’ Employment and Reemployment Rights Act, Uniformed Services Employment and Reemployment Rights Act, or arising from any federal, state, or local statute, ordinance or regulation; (c) any and all tort claims, including claims for negligence; and (d) any claims, matters, or actions related to Executive’s employment and/or affiliation with, or separation from, any of the Company Parties. This Section does not prohibit Executive from filing a charge with a federal or state administrative agency; however, Executive understands, acknowledges and agrees that in accordance with this Section of the Agreement, Executive has waived any and all claims for monetary damages in any such agency proceedings.

Release and Waiver. In exchange for further consideration of the consideration referred covenants undertaken pursuant to abovethe Agreement, including, without limitation, the sufficiency payments and benefits described in Sections 6, 7 and 8 thereof (the “Severance”), Executive hereby waives, releases and forever discharges the Company and any of which is acknowledgedits predecessors, parents, subsidiaries, affiliates, and to which Executive acknowledges Executive would not otherwise be entitledrelated companies, Executive, on behalf and all of Executive, Executive’s heirs, executors, successors, administrators and assigns, does hereby knowingly and voluntarily release, acquit and forever discharge, as permitted by law, the Companyhis, its ownersand/or their respective past and present parents, partnerssubsidiaries and affiliates, officers, managers, administrators, and all of their past and present employees, directors, officers, members, attorneys, affiliatesrepresentatives, subsidiariesinsurers, parent companiesagents, successors shareholders, successors, and assigns (collectively, the individually and collectively “Company PartiesReleasees”) ), from and with respect to any and all legally waivable claims, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or promises of any and every kindright to any monetary recovery or any other personal relief (collectively the “Claims”), whether known or unknown, that are in law or in equity, by contract, tort or pursuant to federal, state or local statute, regulation, ordinance or common law, which Executive now has, ever had, or may hereafter have, based upon facts occurring prior or arising from any fact or set of facts, whether known or unknown to Executive, from the beginning of time until the date on which this Agreement Release is executed signed. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right asserted or which could have been asserted by ExecutiveExecutive against the Company and/ or based upon or arising under any federal, including state or local tort, fair employment practices, equal opportunity, or wage and hour laws, including, but not limited to, the following: (a) any contractual claimscommon law of the State of New York and the State of New Jersey, including any claims related to, regarding or arising from any and all aspects or terms Title VII of any agreement with the Company; (b) any statutory claims, including but not limited to, claims under the Age Discrimination in Employment ActCivil Rights Act of 1964, the Older Workers Benefit Protection ActNew York State Human Rights Law, the New York City Human Rights Law, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 42 U.S.C. Section 1981, the Equal Pay Act, the Fair Labor Standards Act, the New York Labor Law, the New Jersey Law Against Discrimination, the New Jersey Wage and Hour Law, the New Jersey Family and Medical Leave Act, the Civil Rights Acts of 1964 New Jersey Conscientious Employee Protection Act and 1991 (“Title VII”), the Executive Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Civil Rights Act of 1866, the Civil Rights Act of 1991, Veterans’ Employment and Reemployment Rights Act, Uniformed Services Employment and Reemployment Rights Act, or arising from any federal, state, or local statute, ordinance or regulation; (c) any and including all tort claims, including claims for negligence; and (d) any claims, matters, or actions related to Executive’s employment and/or affiliation with, or separation from, any of the Company Parties. This Section does not prohibit Executive from filing a charge with a federal or state administrative agency; however, Executive understands, acknowledges and agrees that in accordance with this Section of the Agreement, Executive has waived any and all claims for monetary damages in any such agency proceedingsamendments thereto.

Release and Waiver. In exchange for For and in consideration of the consideration referred severance payments described in that certain Separation and Severance Agreement dated as of ____________________________ between the Company and Executive (the "Severance Agreement"), to abovebe paid beginning no sooner than the eighth day following execution of this document, the sufficiency of which is acknowledgedExecutive hereby releases, and to which Executive acknowledges Executive would not otherwise be entitled, Executive, on behalf of Executive, Executive’s heirs, executors, successors, administrators and assigns, does hereby knowingly and voluntarily release, acquit waives and forever discharge, as permitted by law, discharges the Company, its ownersparent, partnersaffiliates and subsidiaries, and all of its benefit plans, plan administrators, trustees, agents, subsidiaries, affiliates, employees, officers, managers, administrators, employees, directors, attorneys, affiliates, subsidiaries, parent companiesshareholders, successors and assigns (collectively, hereafter "the “Company Parties”Releasees") from any and all claimsliability, actions, charges, causes of action action, demands, damages, attorneys fees or promises claims for relief or remuneration of any and every kindkind whatsoever, whether known or unknownunknown at this time, that are based upon facts occurring prior to arising out of or in any way connected with Executive's employment, or the date this Agreement is executed by Executivetermination of employment, including but not limited to, the following: (a) any contractual claims, including any claims related to, regarding or arising from any and all aspects or terms of any agreement with the Company. The claims released herein include, without limitation, (1) any claims based either in whole or in part upon any facts, circumstances, acts, or omissions in any way arising out of, based upon, or related to Executive’s employment with the Company or the termination thereof, including, without limitation, any claim for amounts allegedly owed to Executive, or for alleged breach of any agreement; (b2) any statutory claimsclaims arising under any federal or state statute or regulation, including but not limited tolocal ordinance, claims under or the common law, regarding employment or prohibiting employment discrimination, harassment, or retaliation, including, without limitation, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Age Discrimination in Employment ActAct (the “ADEA”), the Older Workers Workers’ Benefit Protection Act, the National Labor Relations Act, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Civil Rights Acts of 1964 and 1991 (“Title VII”), the Executive Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the Health Insurance Portability and Accountability Act of 1996, or any other applicable federal or state statute, law, rule, or regulation prohibiting discrimination, harassment or retaliation; (“WARN”3) any claim for wrongful discharge, wrongful termination in violation of public policy, breach of the covenant of good faith and fair dealing, breach of contract, personal injury, harm, or any other damages (whether intentional or unintentional), the Civil Rights Act negligence, negligent employment, defamation, misrepresentation, fraud, intentional or negligent infliction of 1866emotional distress, the Civil Rights Act of 1991interference with contract or other economic opportunity, Veterans’ Employment and Reemployment Rights Actassault, Uniformed Services Employment and Reemployment Rights Actbattery, or invasion of privacy; (4) claims growing out of any legal restrictions on the Company’s right to terminate its employees; (5) claims for wages, other compensation or benefits; (6) any claim for general, special, or other compensatory damages, consequential damages, punitive damages, back or front pay (including, without limitation, wages, salary, bonuses or other compensation), fringe benefits, attorneys’ fees, costs, or other damages or expenses; (7) any claim for injunctive relief or other equitable relief; (8) any claim arising from under any federal, state, or local statute, law, rule, regulation, or ordinance regulating the health and/or safety of the workplace; or regulation; (c9) any other tort, contract or statutory claim. This Settlement Agreement does not apply to any claims or rights that may arise under the Age Discrimination in Employment Act after the date that this Settlement Agreement is signed. Executive expressly waives all claims, including those which he/she does not know or suspect to exist in his/her favor as of the date of this Settlement Agreement. As used in this Settlement Agreement, the parties understand the word "claims" to include all actions, claims and grievances, whether actual or potential, known or unknown, and specifically but not exclusively including all claims against the Releasees arising from Executive's employment with the Company, the termination thereof or any other conduct by the Releasees occurring on or prior to the date Executive signs this Settlement Agreement. All such claims are forever barred by this Settlement Agreement whether they arise in contract or tort or under a statute or any other law. Executive also understands and agrees that this release extinguishes all claims, whether known or unknown, foreseen or unforeseen, and expressly waives any rights or benefits under any law or judicial decision providing that, in substance, a general release does not extend to claims which a creditor does not know or suspect to exist in his/her favor at the time of executing the release, which if known by him must have materially affected his/her settlement with a debtor. It is expressly understood and agreed by the parties that this Settlement Agreement is in full accord, satisfaction and discharge of any and all tort doubtful and/or disputed claims by Executive against the Releasees, and that this Settlement Agreement has been signed with the express intent of extinguishing all claims, including obligations, actions or causes of action as herein described. The Executive's waiver of claims for negligence; and (d) any claimsrelating to or arising under the Employee Retirement Income Security Act of 1974, mattersas amended, or actions related to Executive’s employment and/or affiliation withthe Company's 401(K) PLAN, or separation from, any shall not be construed as a waiver of the Company Parties. This Section does not prohibit Executive from filing a charge with a federal or state administrative agency; howeverExecutive's right to receive his/her vested benefits under such plan, Executive understandsif any, acknowledges and agrees that in accordance with this Section the terms and provisions of such plan, or as a waiver of the AgreementExecutive's right to reimbursement for covered expenses under and in accordance with the terms and provisions of the Company's health or dental insurance plans, to the extent such covered expenses were incurred during a period in which the Executive has waived any was eligible to participate and all claims for monetary damages in any fact was participating in such agency proceedingsplans.

Release and Waiver. In exchange (a) As a material inducement to JLK and Kennametal to enter into this Agreement and for and in consideration of the consideration referred to aboveterms expressed herein, the sufficiency of which is acknowledgedOrwix, and to which Executive acknowledges Executive would not otherwise be entitledxxr himself, Executive, on behalf of Executive, Executive’s heirs, executors, successors, administrators his successors and assigns, does hereby knowingly irrevocably and voluntarily release, acquit unconditionally release and forever discharge, as permitted by law, the Company, its owners, partners, officers, managers, administrators, employees, directors, attorneys, affiliates, subsidiaries, parent companies, successors discharge JLK and assigns (collectively, the “Company Parties”) Kennametal of and from any and all claims, charges, demands, liabilities, obligations, promises, controversies, damages, rights, actions and causes of action of whatever nature, kind or promises of any and every kindcharacter, in law or equity, whether known or unknownunknown ("Claims"), that are based upon facts occurring prior which Orwix xxx has, may have or claims to the date this Agreement have or which he at any time heretofore may have, had or claimed to have against JLK and/or Kennametal. This release includes, but is executed by Executivenot limited to, including those Claims arising from or during Orwix'x xxxloyment, related to his employment, as a result of his termination of or separation from employment with JLK or Kennametal, his receipt of stock options, or his ownership in securities, and Orwix xxxees not to assert any such Claims or causes of action. This release and waiver includes, but is not limited to, Claims arising under federal, state or local statutes, ordinances or common laws, specifically including, but not limited to, the following: (a) any contractual claimsCivil Rights Act of 1866, including any claims related tothe Civil Rights Act of 1871, regarding or arising from any and all aspects or terms Title VII of any agreement the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans with the Company; (b) any statutory claimsDisabilities Act, including but not limited to, claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities ActEmployee Retirement Income Security Act of 1974, Executive Order 11246, the Veterans Reemployment Statutes, the Family and Medical Leave Act, the Civil Rights Acts Securities Exchange Act of 1964 and 1991 1934 (“Title VII”or any state securities laws), Securities and Exchange Commission Rule 10b-5, the Executive Retirement Income Security Pennsylvania Wage Payment and Collection Law, the Michigan Act Regulating Payment of Wages and Fringe Benefits, the Pennsylvania Human Relations Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Civil Rights Act of 1866, the Civil Rights Act of 1991, Veterans’ Employment and Reemployment Rights Act, Uniformed Services Employment and Reemployment Michigan Ellixxx-Xxxxxx Xxxil Rights Act, or arising from any federalthe Michigan Handicappers' Civil Rights Act, stateall as amended, and Claims pertaining to unlawful discrimination or local statute, ordinance or regulation; (c) any and all tort claims, including claims for negligence; and (d) any claims, matters, or actions related to Executive’s employment and/or affiliation with, or separation fromharassment, any common law or statutory Claims for breach of the Company Parties. This Section does contract, detrimental reliance, wrongful discharge, defamation, interference with current or prospective contractual relations, fraud, consumer fraud or otherwise, and/or Claims for attorneys' fees and/or costs. (b) Orwix xxxees to release and discharge JLK and Kennametal not prohibit Executive only from filing a charge with a federal or state administrative agency; however, Executive understands, acknowledges and agrees that in accordance with this Section of the Agreement, Executive has waived any and all claims for monetary damages which he could make on his own behalf, but also those which may or could be brought by any person or organization in his behalf, and he specifically waives any right to become, and promises not to become, a member of any class in any proceeding or case in which a claim against JLK or Kennametal may arise, in whole or in part, from any event which occurred prior to or as of the date of this Agreement. (c) Orwix xxxees not to file any lawsuit or demand for arbitration against JLK or Kennametal for or relating to any event that occurred prior to the date of signing this Agreement, except that, pursuant to paragraph 12 of this Agreement, Orwix xxx file a demand for arbitration for a breach of any promises contained in this Agreement. In the event Orwix xxxes such agency proceedingsa demand, but JLK and/or Kennametal are deemed not to have breached any of their promises in this Agreement, Orwix xxxl pay the reasonable fees and costs incurred by JLK and/or Kennametal in defending against the claim. In the event Orwix xxxes such a demand, and JLK and/or Kennametal are deemed to have breached a provision in this Agreement, JLK and/or Kennametal's obligation to pay the reasonable legal fees and costs incurred by Orwix xx prosecuting the claim, if any, shall be governed by Pennsylvania law. (d) Orwix xxxees to pay for any legal fees or costs incurred by JLK or Kennametal as a result of any breach of his promises in this paragraph 5.

Release and Waiver. In exchange for the consideration referred to above, the sufficiency of which is acknowledged, (a) Employee (individually and to which Executive acknowledges Executive would not otherwise be entitled, Executive, on behalf of Executive, Executive’s his heirs, executors, successorsor administrators) for, administrators and assignsin consideration of, the consideration set forth in paragraph 1 of this Agreement, and intending to be legally bound, does hereby knowingly and voluntarily release, acquit waive, and forever discharge, as permitted by law, discharge the Company, its ownersparent, partnerssubsidiaries, and affiliates, and each of their present and former officers, managers, administratorsdirectors, employees, directorsagents, attorneys, affiliatesinsureds, subsidiaries, parent companies, successors and assigns plan administrators (collectively, the “Company PartiesReleasees”) from any and all causes of action, lawsuits, debts, claims, causes of action and demands whatsoever in law or promises of any and every kindin equity, which Employee ever had, now has, or hereafter may have, whether known or unknown, that are based upon facts occurring prior or which Employee’s heirs, executors, or administrators may have, by reason of any matter, cause, or thing whatsoever, from the beginning of Employee’s employment to the date of Employee’s execution of this Agreement is executed by ExecutiveAgreement, including and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Employee’s employment relationship with Company, the terms and conditions of that employment relationship, and the termination of that employment relationship, including, but not limited to, the following: (a) any contractual claims, including any claims related toarising under any applicable Company severance plan(s), regarding or arising from any and all aspects or terms of any agreement with the Company; (b) any statutory claims, including but not limited to, claims under the Age Discrimination in Employment Act, the Older Workers Workers’ Benefit Protection Act, Title VII of The Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Civil Rights Acts of 1964 and 1991 (“Title VII”), the Executive Retirement Income Security Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Civil Rights Act of 1866, the Civil Rights Act of 1991, Veterans’ Employment and Reemployment Rights Act, Uniformed Services Employment and Reemployment Rights Act, or arising from any other claims under any federal, state, or local statutecommon law, ordinance statutory provision, or regulationregulatory provision, now or hereafter recognized, and any claims for attorneys’ fees and costs. This Agreement is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied contract, express contract, or discrimination of any sort. (b) To the fullest extent permitted by law, and subject to the provisions of paragraph 3(c) below, Employee represents and affirms that (i) Employee has not filed or caused to be filed on Employee’s behalf any claim for relief against the Company or against any Releasee, and, to the best of Employee’s knowledge and belief, no outstanding claims for such relief have been filed or asserted against the Company or any Releasee on Employee’s behalf; (ii) Employee has no knowledge of any improper, unethical, or illegal conduct or activities that Employee has not already reported to any supervisor, manager, department head, human resources representative, agent, or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline; and (iii) Employee will not file, commence, prosecute, or participate in any judicial or arbitral action or proceeding against the Company or any Releasee based upon or arising out of any act, omission, transaction, occurrence, contract, claim, or event existing or occurring on or before the date of execution of this Agreement. (c) any and all tort claims, including The release of claims for negligence; described in paragraphs 2(a) and (db) any claims, matters, or actions related to Executive’s employment and/or affiliation with, or separation from, any of the Company Parties. This Section this Agreement does not prohibit Executive preclude Employee from filing a charge with a federal or state administrative agency; howeverthe U.S. Equal Employment Opportunity Commission. However, Executive understands, acknowledges and Employee agrees that in accordance with this Section of the Agreement, Executive has waived to hereby waive any and all rights to any monetary relief or any other personal recovery from any such charge, including his costs and attorneys’ fees. Additionally, this release of claims does not preclude Employee from filing claims that arise after the date of the execution of this Agreement. (d) Subject to the provisions of paragraph 2(c) of this Agreement, in further consideration of the payments described in paragraph 1, Employee agrees that Employee will not file, claim, xxx, or cause or permit to be filed, any civil action, lawsuit, arbitration, or other legal proceeding seeking equitable or monetary relief (including damages, injunctive, declaratory, monetary, or other relief) for himself involving any matter released in paragraph 2. In the event that any such claim is filed in breach of this release of claims, it is expressly understood and agreed that this release of claims shall constitute a complete defense to any such claim. In the event that any Releasee is required to institute litigation to enforce the terms of this paragraph, Releasees shall be entitled to recover reasonable costs and attorneys’ fees incurred in such enforcement. Employee further agrees and covenants that, should any person, organization, or other entity file, claim, xxx, or cause or permit to be filed any civil action, lawsuit, arbitration, or other legal proceeding involving any matter occurring at any time in the past, Employee will not seek or accept personal equitable or monetary damages relief in such civil action, lawsuit, arbitration, or legal proceeding. Nothing in this Agreement shall prohibit or restrict Employee from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any such investigation or proceeding brought by any federal regulatory or law enforcement agency proceedingsor legislative body, any self-regulatory organization, or the Company’s designated legal, compliance, or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state, or local law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. (e) Employee shall execute a second general release on terms substantially similar to those contained in this Agreement at the time Employee receives any bonus payment as provided under the 2015 Atkore Annual Incentive Plan.

Release and Waiver. In (a) Employee, in exchange for the consideration referred to above, the sufficiency set forth in paragraph 1 of which is acknowledgedthis Agreement, and intending to which Executive acknowledges Executive would not otherwise be entitledlegally bound, Executivedoes hereby REMISE, on behalf RELEASE AND FOREVER DISCHARGE the Company, its parent and affiliates, and each of Executivetheir present and former officers, Executive’s directors, employees, and agents, and its and their respective successors and assigns, heirs, executors, successors, attorneys and administrators and assigns, does hereby knowingly and voluntarily release, acquit and forever discharge, as permitted by law, the Company, its owners, partners, officers, managers, administrators, employees, directors, attorneys, affiliates, subsidiaries, parent companies, successors and assigns (collectively, the “Company PartiesReleasees”) from any and all claims, causes of action action, suits, debts, claims and demands whatsoever in law or promises of any and every kindin equity, which Employee ever had, now has, or hereafter may have, whether known or unknown, that are based upon facts occurring prior or which Employee’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of Employee’s employment to the date of execution of this Agreement is executed by ExecutiveAgreement, including and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Employee’s employment relationship with Company, the terms and conditions of that employment relationship, and the termination of that employment relationship, including, but not limited to, the following: (a) any contractual claims, including any claims related toarising under any applicable Company severance plan(s), regarding or arising from any and all aspects or terms of any agreement with the Company; (b) any statutory claims, including but not limited to, claims under the Age Discrimination in Employment Act, the Older Workers Workers’ Benefit Protection Act, Title VII of The Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Civil Rights Acts of 1964 and 1991 (“Title VII”), the Executive Retirement Income Security Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act (“WARN”)Act, the Civil Rights Act of 1866, the Civil Rights Act of 1991, Veterans’ Employment and Reemployment Illinois Human Rights Act, Uniformed Services Employment the Illinois Wage Payment and Reemployment Rights Collection Act, or arising from the Xxxx County Human Rights Ordinance, as amended, and any other claims under any federal, statestate or local common law, statutory, or local statuteregulatory provision, ordinance now or regulationhereafter recognized, and any claims for attorneys’ fees and costs. This Agreement is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort. (b) To the fullest extent permitted by law, and subject to the provisions of paragraph 3(d) below, Employee represents and affirms that (i) Employee has not filed or caused to be filed on Employee’s behalf any claim for relief against the Company or any Releasee and, to the best of Employee’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Employee’s behalf; and (ii) Employee has no knowledge of any improper, unethical or illegal conduct or activities that Employee has not already reported to any supervisor, manager, department head, human resources representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline; as of the Separation Date; and (iii) Employee will not file, commence, prosecute or participate in any judicial or arbitral action or proceeding against the Company or any Releasee based upon or arising out of any act, omission, transaction, occurrence, contract, claim or event existing or occurring on or before the date of execution of this Agreement. (c) any and all tort claims, including The release of claims for negligence; described in paragraphs 2(a) and (db) any claims, matters, or actions related to Executive’s employment and/or affiliation with, or separation from, any of the Company Parties. This Section this Agreement does not prohibit Executive preclude Employee from filing a charge with a federal or state administrative agency; howeverthe U.S. Equal Employment Opportunity Commission. However, Executive understands, acknowledges Employee agrees and agrees that in accordance with this Section of the Agreement, Executive has waived hereby waives any and all rights to any monetary relief or other personal recovery arising from any such charge, including costs and attorneys’ fees. Additionally, this release of claims does not preclude Employee from filing claims that arise after the date of execution of this Agreement. (d) Subject to the provisions of paragraph 2(c) of this Agreement, in further consideration of the payments described in paragraph 1, Employee agrees that Employee will not file, claim, xxx or cause or permit to be filed, any civil action, suit or legal proceeding seeking equitable or monetary relief (including damages, injunctive, declaratory, monetary or other relief) for himself or herself involving any matter released in paragraph 2. In the event that suit is filed in breach of this release of claims, it is expressly understood and agreed that this release of claims shall constitute a complete defense to any such suit. In the event any Releasee is required to institute litigation to enforce the terms of this paragraph, Releasee shall be entitled to recover reasonable costs and attorneys’ fees incurred in such enforcement. Employee further agrees and covenants that should any person, organization, or other entity file, claim, xxx, or cause or permit to be filed any civil action, suit or legal proceeding involving any matter occurring at any time in the past, Employee will not seek or accept personal equitable or monetary damages relief in such civil action, suit or legal proceeding. Nothing in this Agreement shall prohibit or restrict Employee from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any such investigation or proceeding brought by any federal regulatory or law enforcement agency proceedingsor legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization.

Release and Waiver. In exchange (a) As a material inducement to JLK and Kennametal to enter into this Agreement and for and in consideration of the consideration referred to aboveterms expressed herein, the sufficiency of which is acknowledgedLazzxxx, and to which Executive acknowledges Executive would not otherwise be entitledxxr himself, Executive, on behalf of Executive, Executive’s heirs, executors, successors, administrators his successors and assigns, does hereby knowingly irrevocably and voluntarily release, acquit unconditionally release and forever discharge, as permitted by law, the Company, its owners, partners, officers, managers, administrators, employees, directors, attorneys, affiliates, subsidiaries, parent companies, successors discharge JLK and assigns (collectively, the “Company Parties”) Kennametal of and from any and all claims, charges, demands, liabilities, obligations, promises, controversies, damages, rights, actions and causes of action of whatever nature, kind or promises of any and every kindcharacter, in law or equity, whether known or unknownunknown ("Claims"), that are based upon facts occurring prior which Lazzxxx xxx has, may have or claims to the date this Agreement have or which he at any time heretofore may have, had or claimed to have against JLK and/or Kennametal. This release includes, but is executed by Executivenot limited to, including those Claims arising from or during Lazzxxx'x xxxloyment, related to his employment, as a result of his termination of or separation from employment with JLK or Kennametal, his receipt of stock options, or his ownership in securities, and Lazzxxx xxxees not to assert any such Claims or causes of action. This release and waiver includes, but is not limited to, Claims arising under federal, state or local statutes, ordinances or common laws, specifically including, but not limited to, the following: (a) any contractual claimsSecurities Exchange Act of 1934, including any claims related toSecurities and Exchange Commission Rule 10b-5, regarding or arising from any and all aspects or terms the Civil Rights Act of any agreement 1866, the Civil Rights Act of 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans with the Company; (b) any statutory claimsDisabilities Act, including but not limited to, claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities ActEmployee Retirement Income Security Act of 1974, Executive Order 11246, the Veterans Reemployment Statutes, the Family and Medical Leave Act, the Civil Rights Acts of 1964 and 1991 (“Title VII”), the Executive Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Civil Rights Act of 1866, the Civil Rights Act of 1991, Veterans’ Employment and Reemployment Rights Act, Uniformed Services Employment and Reemployment Rights Act, or arising from any federal, state, or local statute, ordinance or regulation; (c) any and all tort claims, including claims for negligence; and (d) any claims, matters, or actions related to Executive’s employment and/or affiliation with, or separation from, any of the Company Parties. This Section does not prohibit Executive from filing a charge with a federal or state administrative agency; however, Executive understands, acknowledges and agrees that in accordance with this Section of the Agreement, Executive has waived any and all claims for monetary damages in any such agency proceedings.the

Release and Waiver. In exchange return for the consideration referred above monies to abovebe paid and benefits to be provided by the Company, the sufficiency of which is acknowledgedhereby acknowledge by you, and to which Executive acknowledges Executive would not otherwise be entitled, Executive, you agree on behalf of Executiveyourself, Executive’s your heirs, executorsadministrators, successorsexecutors and assigns to waive, administrators release and assignspromise never to assert any or all claims that you have or might have, does hereby knowingly and voluntarily releasebased upon any occurrence on or before the effective date of this Agreement, acquit and forever discharge, as permitted by law, against the Company, its ownerspredecessors, partnersparent corporations, subsidiaries, affiliates, related entities, officers, managersdirectors, administratorsshareholders, agents, attorneys, employees, directorssuccessors, attorneysor assigns, affiliatesarising from or related to your employment and/or the termination of your employment. These claims include, subsidiaries, parent companies, successors and assigns (collectively, the “Company Parties”) from but are not limited to: any and all claims, causes of action action, suits, claims for attorneys' fees, damages or promises demands; all claims of discrimination, on any basis, including, without limitation, claims of race, sex, age, ancestry, national origin, religion and/or disability discrimination; any and every kindall claims arising under federal, whether known state and/or local statutory, or unknowncommon law, that are based upon facts occurring prior to the date this Agreement is executed by Executivesuch as, including but not limited to, Title VII of the following: (a) any contractual claimsCivil Rights Act, as amended, including any claims related tothe amendments to the Civil Rights Act of 1991, regarding or arising from any and all aspects or terms of any agreement the Americans with the Company; (b) any statutory claimsDisabilities Act, including but not limited to, claims under the Age Discrimination in Employment ActAct of 1967, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights Acts of 1964 and 1991 (“Title VII”), the Executive Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Civil Rights Act of 1866, the Civil Rights Act of 1991, Veterans’ Employment and Reemployment Rights Act, Uniformed Services Employment and Reemployment Rights Act, or arising from any federal, state, or local statute, ordinance or regulationState laws against discrimination; (c) any and all tort claims, including claims for negligenceclaim arising under any other state and/or local anti-discrimination statute and the law of contract and tort; and (d) any claims, matters, or actions related to Executive’s employment and/or affiliation with, or separation from, any of the Company Parties. This Section does not prohibit Executive from filing a charge with a federal or state administrative agency; however, Executive understands, acknowledges and agrees that in accordance with this Section of the Agreement, Executive has waived any and all claims for monetary damages in claims, demands and cause of action, including, but not limited to, breach of public policy, unjust discharge, wrongful discharge, intentional or negligent infliction of emotional distress, misrepresentation, negligence or breach of contract. You further waive, release, and promise never to assert any such agency proceedingsclaims, even if you presently believe you have no such claims.

Release and Waiver. a. In exchange for consideration of the consideration referred Severance Benefits paid to Executive pursuant to Paragraph 3 above, Executive hereby forever releases and discharges the sufficiency of which is acknowledged, Company and to which Executive acknowledges Executive would not otherwise be entitled, Executive, on behalf of Executive, Executive’s heirs, executors, successors, administrators and assigns, does hereby knowingly and voluntarily release, acquit and forever discharge, as permitted by law, the Company, its owners, partners, officers, managers, administrators, employees, directors, attorneyspredecessors, affiliates, subsidiaries, parent successors and assigns, as well as each of their respective past and present officers, directors, employees, agents, insurance companies, successors attorneys and assigns stockholders (collectively, the “Company Released Parties”) ), from any and all claims, charges, complaints, liens, demands, causes of action or promises of any action, obligations, damages and every kindliabilities, whether known or unknown, suspected or unsuspected, that are based upon facts occurring prior Executive had, now has or may hereafter claim to have against the Released Parties arising out of or relating in any way to Executive’s hiring by, employment with or separation from the Company or otherwise relating to any of the Released Parties from the beginning of time to the later to occur of (i) the Termination Date, and (ii) the date Executive signs this Agreement is executed by Executive, including but not limited Agreement. b. This Release specifically extends to, the following: (a) any contractual claimswithout limitation, including any claims related toor causes of action for wrongful termination, regarding impairment of ability to compete in an open market, breach of an express or arising from any and all aspects or terms implied contract, breach of any agreement with collective bargaining agreement, breach of the Company; (b) covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any statutory claims, including but not limited to, claims under the Age Discrimination in Employment ActCalifornia state constitution, the Older Workers Benefit Protection ActUnited States Constitution, the Americans with Disabilities Actand applicable state and federal fair employment laws, the Family federal equal employment opportunity laws, and Medical Leave Actfederal and state labor statues and regulations, including, the Civil Rights Acts Act of 1964 and 1991 (“Title VII”)1964, as amended, the Executive Retirement Income Security Fair Labor Standards Act, as amended, the National Labor Relations Act, as amended, the Labor-Management Relations Act, as amended, the Worker Adjustment and Retraining Notification Act of 1988, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended (“WARNADEA”), the Civil Rights Family and Medical Leave Act of 1866, and the Civil Rights Act of 1991, Veterans’ Employment and Reemployment Rights Pennsylvania Human Relations Act, Uniformed Services Employment as amended, and Reemployment Rights Actany related attorney’s fees, or arising from any federal, state, or local statute, ordinance or regulation; (c) any costs and all tort claims, including claims for negligence; and (d) any claims, matters, or actions related to Executive’s employment and/or affiliation with, or separation from, any of the Company Parties. This Section does not prohibit Executive from filing a charge with a federal or state administrative agency; however, Executive understands, acknowledges and agrees that in accordance with this Section of the Agreement, Executive has waived any and all claims for monetary damages in any such agency proceedingsexpenses.

Release and Waiver. In exchange Employee, for the consideration referred to above, the sufficiency of which is acknowledged, and to which Executive acknowledges Executive would not otherwise be entitled, Executive, on behalf of ExecutiveEmployee and Employee’s representatives, Executive’s agents, next of kin, heirs, executors, successors, administrators and assigns, does hereby knowingly and voluntarily release, acquit releases and forever discharge, as permitted by law, the Company, discharges Company and its owners, partners, affiliated companies and their respective current and former officers, managersdirectors, administratorsshareholders, employees, directorsagents, representatives, attorneys, affiliatessuccessors, subsidiaries, parent companies, successors and assigns (collectively, the “Company Released Parties”) from any and all claims, causes of action action, expenses including attorney fees, interest (statutory or promises common law), and liabilities of any and every kindkind whatsoever, whether known or unknown, or foreseen or unforeseen, which Employee had, now has, or may ever have against the Released Parties, or any of them, arising from any act, omission, or thing that are based upon facts occurring prior to occurred before the date this Agreement is executed by ExecutiveEffective Date, including including, but not limited to, : claims based on or arising out of Employee’s employment with Company or the following: (a) any contractual claimstermination of that employment; claims in tort, including any claims related to, regarding or arising from any and all aspects or terms of any agreement with the Company; (b) any statutory claims, including but not limited towithout limitation, claims of libel, slander, defamation, or invasion of privacy; claims based on contract, express or implied; claims of promissory estoppel; claims of wrongful discharge or wrongful retaliation; claims for violation of federal, state, or local laws or regulations which prohibit discrimination; claims arising under the Age Discrimination in Employment ActAct of 1967, as amended, and the Older Workers Benefit Protection Act; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e et seq.; the Americans with Disabilities Act, ; the Family and Medical Leave Act, the Civil Rights Acts of 1964 and 1991 (“Title VII”), the Executive Employee Retirement Income Security Act; the civil rights laws of any state; and claims based on any other laws or court decisions affecting relations between employers and employees. Employee further agrees that Employee will not initiate or pursue any claims, the Worker Adjustment and Retraining Notification Act (“WARN”)actions, the Civil Rights Act of 1866complaints, the Civil Rights Act of 1991, Veterans’ Employment and Reemployment Rights Act, Uniformed Services Employment and Reemployment Rights Actcharges, or litigation against any of the Released Parties based on or arising from out of any claim released herein. If Employee institutes any claim, charge, or action that has been released herein, or is a party to any such proceeding, Employee’s claims shall be dismissed, with prejudice. Nothing in this Agreement shall be construed to prohibit, prevent, or otherwise restrict Employee from: (A) reporting any allegations of unlawful conduct to federal, stateState, or local statuteofficials for investigation, ordinance including, but not limited to, alleged criminal conduct or regulationunlawful employment practices; (cB) any and all tort claimsdisclosing Confidential Information pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, including claims for negligence; and (d) any claimsprovided that the disclosure does not exceed the extent of disclosure required by such law, mattersregulation, or actions related to Executive’s employment and/or affiliation order; (C) making other disclosures that are protected under the whistleblower provisions of federal, state or local laws or regulations; or (D) initiating communications directly with, or separation responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC), any of the Company Parties. This Section does not prohibit Executive from filing a charge with a other self-regulatory organization, or any other federal or state administrative agency; regulatory authority regarding this Agreement or its underlying facts or circumstances or a possible securities law violation. In situations described in this subsection, Employee does not need prior authorization of any kind to make any such reports or disclosures and Employee is not required to notify the Company that Employee has made such reports or disclosures. Employee agrees, however, Executive understandsthat by virtue of Employee’s execution of this Agreement, acknowledges Employee waives and releases any right to receive any monetary award from any such proceeding before the Equal Employment Opportunity Commission or parallel state agency responsible for enforcement of fair employment laws. Employee agrees that in accordance with Employee will forfeit all amounts payable by Company pursuant to this Agreement and will return all payments received by Employee pursuant to this Agreement if Employee challenges the validity of the release provisions of this Section 4 or the validity of the any other term or condition of this Agreement, Executive has waived any and all claims for monetary damages in any such agency proceedings.

Release and Waiver. In exchange for a. For and in consideration of the consideration referred Bank’s and the Corporation’s promise to cause the payments and benefits to be made as set forth in Paragraph 1, above, the sufficiency of which is acknowledgedEmployee does hereby REMISE, RELEASE, AND FOREVER DISCHARGE Riverview Financial Corporation, Riverview Bank, and to which Executive acknowledges Executive would not otherwise be entitledtheir respective parent corporations, Executivesubsidiaries and affiliates, on behalf and all of Executive, Executivethe foregoing’s heirs, executors, successors, administrators and assigns, does hereby knowingly and voluntarily release, acquit and forever discharge, as permitted by law, the Company, its owners, partnersrespective directors, officers, managersshareholders, administrators, current or former employees, directorsrepresentatives, agents, attorneys, affiliates, subsidiaries, parent companiesinsurers, successors and assigns (collectively, the “Company PartiesReleasees”) of and from any and all claims, manner of actions and causes of action action, suits, debts, liabilities, losses, damages, claims and demands whatsoever (which are otherwise subject to waiver) that Employee had, has or promises may have against any of the Releasees, whether sounding in contract, any and every kindform of tort or otherwise, whether at law or in equity, whether known or unknown, that are based upon facts occurring from prior to the commencement of Employee’s employment with any of the Releasees to the date of this Agreement is executed by ExecutiveRelease Agreement. The releases herein include, including but are not limited to, any waivable claims that were asserted or could have been asserted up to the following: (a) any contractual claims, including any claims related to, regarding date of this Release Agreement or arising from any and all aspects or terms of any agreement with that could be asserted in the Company; (b) any statutory claims, including but not limited to, claims future under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights Acts of 1964 and 1991 (“Title VII”), the Executive Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Civil Rights Act of 1866, the Civil Rights Act of 1991, Veterans’ Employment and Reemployment Rights Act, Uniformed Services Employment and Reemployment Rights Act, or arising from any federal, state, or local statutelaws, ordinance regulations, orders, or regulationordinances including but not limited to: • Title VII of the Civil Rights Act of 1964, as amended; • the Civil Rights Act of 1866 and 1871; • Executive Order 11246; • the Rehabilitation Act of 1973; • the Americans with Disabilities Act of 1990 (cADA); • the Employee Retirement Income Security Act (ERISA) any and all tort claims, including (except as to claims for negligencevested benefits); and (d) • any claimsstate or local laws similar to the above including but not limited to the Pennsylvania Human Relations Act; • any unjust or wrongful termination theory; • any claim for breach of contract, mattersfraud or material misrepresentation; • any negligent retention, hiring, or actions related to Executive’s employment and/or affiliation with, supervision theory; or separation fromany right or claim based on an alleged privacy violation, any of the Company Parties. This Section does not prohibit Executive from filing a charge with a federal claims for defamation or state administrative agency; howeverslander, Executive understandsother employment tort or common law claims now or hereafter recognized and any derivative claim Employee may have arising thereunder, acknowledges and agrees that in accordance with this Section of the Agreement, Executive has waived any and all claims for monetary damages counsel fees and costs. Employee specifically acknowledges that he is releasing all Releasees from any claims for attorneys’ fees and costs. b. Employee further agrees To WAIVE ALL RIGHTS AND CLAIMS he has ever had, or now has, under THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED (“ADEA”), against Releasees arising from or related to his employment with the Bank or the Corporation, or separation from employment. Employee has been advised to consult with an attorney before signing this Release Agreement waiving his rights under the ADEA. Employee has had the opportunity to review this Release Agreement for 21 days prior to signing it. Employee may revoke the Release Agreement within seven days after he signs the Release Agreement. If Employee revokes the Release Agreement, the Bank shall have the option of voiding the entire Release Agreement. In such event, Employee will not receive the benefits described in Paragraph 1 above. c. Notwithstanding the releases and waivers above, nothing in this Release Agreement shall prohibit Employee from filing an administrative charge or complaint with, or participating in any such agency proceedingsinvestigation or proceeding conducted by, the United States Equal Employment Opportunity Commission (“EEOC”) or a comparable state or local agency. Employee agrees to and waives his right to recover monetary damages, reinstatement of employment, or any other relief sought against Releasees in any discrimination, retaliation or other charge, complaint, or lawsuit filed by Employee or by anyone else on Employee’s behalf with the EEOC or comparable state or local agency. Furthermore, nothing in this Release Agreement shall prohibit or restrict Employee from initiating communications directly with, or responding to any inquiry from, or providing testimony before, any other self-regulatory organization or any other state or federal regulatory authority.

Release and Waiver. In exchange for (a) The Executive hereby agrees that the consideration referred Payments will be in full satisfaction of all obligations of FNFG to above, the sufficiency of which is acknowledged, and to which Executive acknowledges Executive would not otherwise be entitled, Executive. (b) The Executive, on behalf for and in consideration of Executivethe promises set forth in this Agreement, Executive’s heirsdoes hereby further agree and covenant to release and discharge and not to institute any suit or action, executorsat law or in equity, against FNFG (which, for purposes of this Agreement shall be defined to include all related and affiliated entities, their predecessors, successors, administrators and heirs or assigns, and any past, present or future officers, Board of Directors members, agents, attorneys and employees) for or on account of any claim or cause of action based upon and/or arising out of any or all facts, circumstances and/or events relating to the Executive’s employment with FNFG, or separation from employment. The Executive further releases and forever discharges, and by this document does hereby knowingly and voluntarily release, acquit release and forever discharge, as permitted by lawFNFG of and from all, the Company, its owners, partners, officers, managers, administrators, employees, directors, attorneys, affiliates, subsidiaries, parent companies, successors and assigns (collectively, the “Company Parties”) from any and all claims, causes manner of action or promises actions, cause or causes of any action, claims for wages and every kindbenefits, suits, debts, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, whether known or unknown, that are based upon facts occurring prior to the date this Agreement is executed by Executivein law or in equity, including but not limited towhich against them, the following: (a) Executive ever had, now has or which the Executive’s heirs, executors or administrators, hereafter can, shall or may have, upon or by reason of any contractual claimsmatter, including any claims related tocause or thing whatsoever arising out of the Executive’s employment and separation from employment, regarding or arising from and specifically any and all aspects or terms of any agreement with the Company; (b) any statutory claims, including but not limited to, claims under the New York Human Rights Law, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Actas amended, the Americans with Disabilities ActAct of 1990, as amended, the Family and Medical Leave Act, the Civil Rights Acts Sxxxxxxx-Xxxxx Act of 1964 and 1991 (“2002, Title VII”), the Executive Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act (“WARN”), VII of the Civil Rights Act of 18661964, as amended in 1972 and 1991, and any other federal, state or local law, rule, regulation, executive order or guidelines relating to discrimination from the beginning of the world through the date of this Agreement. In connection with this Agreement, the Civil Rights Act of 1991Executive acknowledges FNFG has satisfied any obligation it had to pay the Executive wages and benefits, Veterans’ Employment including vacation pay, and Reemployment Rights Act, Uniformed Services Employment and Reemployment Rights Act, or arising from that FNFG has no obligation to make any federal, state, or local statute, ordinance or regulation; such payments to the Executive. (c) The Executive waives the rights and claims to the extent set forth above, and the Executive also agrees not to institute, or have instituted, a lawsuit against FNFG based on any and all tort claims, including such waived claims for negligence; and or rights. (d) The Executive acknowledges that he has been instructed to, and has had the opportunity to review this Agreement with an attorney or any claimsrepresentative of his choosing before signing it. The Executive further acknowledges that he has twenty-one (21) days from the date the Executive receives this Acknowledgement and Release to consider this Agreement. Specifically, mattersthis Agreement was given to the Executive on May 4, or actions related to Executive’s employment and/or affiliation with2010, or separation fromsuch that the twenty-one (21) day consideration period shall expire at 5:00 pm Eastern time on Tuesday, any May 25, 2010. The Termination Date may be later than the expiration of the Company Parties. This Section does not prohibit Executive from filing a charge with a federal or state administrative agency; however, Executive understands, acknowledges and agrees that in accordance with this Section of the Agreement, Executive has waived any and all claims for monetary damages in any such agency proceedings.twenty-one (21) day

Release and Waiver. In exchange for a. Except as to the consideration referred to aboveobligations of Carlyle arising under this Agreement (including, without limitation, the sufficiency of which is acknowledgedindemnification obligations provided above), Employee, for Employee and to which Executive acknowledges Executive would not otherwise be entitled, Executive, on behalf of Executive, ExecutiveEmployee’s heirs, executorsbeneficiaries, successorspersonal representatives and agents, releases and forever discharges Carlyle together with all of each of their present or former officers, directors, partners, members, managers, shareholders, employees, agents, representatives, attorneys, plan administrators and servants, and each of their affiliates, predecessors, successors and assigns, does hereby knowingly and voluntarily releasefamily members of the aforementioned, acquit and forever dischargeeach in their official capacities, as permitted by law, the Company, its owners, partners, officers, managers, administrators, employees, directors, attorneys, affiliates, subsidiaries, parent companies, successors and assigns (collectively, the “Company PartiesReleasees”) from any and all claims, charges, complaints, causes of action or promises action, promises, liens, obligations, damages and liabilities of any and every kindkind whatsoever, whether known or unknown, that are based upon facts suspected or unsuspected, which against them Employee or Employee’s executors, administrators, successors or assigns ever had, now have or may hereafter claim to have against them arising out of or in any way related to events, acts, omissions or conduct occurring at any time prior to and including the date on which Employee executes this Agreement (the “Release”). b. This Release includes, but is executed by Executive, including but not limited to, any rights or claims relating in any way to Employee’s employment relationship with Carlyle or any of the following: (a) Releasees, or the termination of Employee’s employment, any contractual claimsrights or claims arising under any federal, state or local law, including any claims related to, regarding or arising from any and all aspects or terms of any agreement with the Company; (b) any statutory claims, including but not limited towithout limitation, claims arising under Title VII of the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Family and Medical Leave ActCivil Rights Act of 1964, the Civil Rights Acts Act of 1964 and 1991 (“Title VII”)1991, the Executive Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act (“WARN”), Section 1981 of the Civil Rights Act of 1866, the Civil Rights Genetic Information Nondiscrimination Act of 19912008, Veterans’ the Occupational Safety and Health Act of 1970, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment and Reemployment Rights Act of 1967, the Employee Retirement Income Security Act of 1974, the Equal Pay Act, Uniformed the Immigration and Reform Control Act, the Uniform Services Employment and Reemployment Rights Re-Employment Act, the Rehabilitation Act of 1973, Executive Order 11246 and the Xxxxxxxx-Xxxxx Act of 2002, each as amended, or arising from any other federal, state, state or local statutelaw, regulation, ordinance or regulation; (c) any and all tort claims, including claims for negligence; and (d) any claims, matterscommon law, or actions related to Executive’s employment and/or affiliation withunder any policy, agreement, understanding or separation frompromise, written or oral, formal or informal, between Carlyle or any of the Company Parties. This Section Releasees and Employee; provided that, the Release shall not release Carlyle from its obligations under this Agreement; and provided further that this Release does not prohibit Executive waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this Agreement, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against Carlyle or any of the Releasees arising out of or relating to any of the matters released in this Section 9. While this Agreement does not prevent Employee from filing a charge with a federal the U.S. Equal Employment Opportunity Commission (the “EEOC”) or state administrative any government agency; however, Executive understands, acknowledges and Employee agrees that Employee will not be entitled to or accept any personal recovery in accordance with this Section any action or proceeding that may be commenced by Employee or on Employee’s behalf arising out of the matters released herein, including but not limited to any charge filed with the EEOC or any other government agency which prohibits the waiver of the right to file a charge. This provision also does not prevent Employee from enforcing this Agreement, Executive or challenging it under the Age Discrimination in Employment Act of 1967, including the Older Workers’ Benefit Protection Act of 1990. c. For the purpose of implementing a full and complete release, Employee expressly acknowledges that: (i) the Release is intended to include, without limitation, claims that Employee did not know or suspect to exist at the time of execution, regardless of whether the knowledge of such claims, or the facts upon which they might be based, would materially have affected the Release; and (ii) the consideration given under this Agreement was also for the release of the aforementioned claims and contemplates the extinguishment of any such unknown claims. d. Employee represents that Employee has waived not transferred or assigned, or purported to transfer or assign, to any person or entity, any claim described in this Agreement. Employee further agrees to indemnify and hold harmless each and all of the Releasees against any and all claims for monetary damages based upon, arising out of, or in any way connected with any such agency proceedingsactual or purported transfer or assignment. Employee agrees that Employee has not and will not cause any lawsuit to be filed or maintained against the Releasees asserting any of the claims released herein. e. Employee hereby acknowledges that Employee is not presently affected by any disability that would prevent Employee from knowingly and voluntarily granting this Release, and further acknowledges that the promises made herein are not made under duress, coercion or undue influence. f. Employee freely and voluntarily accepts the consideration cited herein as sufficient payment for the full, final and complete release stated herein, and agrees that no other promises or representations have been made to Employee by Carlyle or any other person purporting to act on behalf of Carlyle, except as expressly stated herein. g. Employee also hereby waives Employee’s rights under the following statutes to the fullest extent permissible under applicable state and local laws including, but not limited to, New York State Human Rights Law (N.Y. Exec. Law § 296, et seq.); New York City Human Rights Law (NYC Code § 8-101); New York Equal Pay Law (N.Y. Lab. Law § 194); New York Equal Rights Law (N.Y. Civ. Rights § 40e); New York Off-Duty Conduct Lawful Activities Discrimination Law (N.Y. Lab. Law § 201-d); New York Minimum Wage Act (N.Y. Lab. Law §§ 650 to 665); New York Wage and Hour Law (N.Y. Lab. Law § 190 et seq.); New York Whistleblower Statute (N.Y. Lab Law § 740); New York State Paid Family Leave Benefits Law (12 NYCRR § 380). This waiver and release, however, does not apply to any rights which cannot be waived as a matter of law. h. Notwithstanding the foregoing, Employee is not waiving any rights he may have to (a) the Acquired Investments, the Vested Participation or any similar vested participation, Company equity awards (including RSUs and PSUs) or Employee’s vested accrued employee benefits under Xxxxxxx’x health, welfare or 401(k) plans as of the date hereof or the personal investments that you hold in Carlyle-managed investment funds, (b) benefits or rights to seek benefits under applicable workers’ compensation statutes or unemployment insurance or indemnification statutes, (c) be indemnified by any Releasee pursuant to existing contractual arrangements or under such Releasee’s organizational documents or receive coverage under any applicable directors’ and officers’ insurance policy that otherwise affords coverage to Employee, (d) pursue claims which by law cannot be waived by signing this Agreement, or (e) enforce this Agreement.

Release and Waiver. In exchange for Executive hereby irrevocably and unconditionally releases, acquits and discharges the consideration referred to aboveCompany and its shareholders, the sufficiency of which is acknowledged, and to which Executive acknowledges Executive would not otherwise be entitled, Executive, on behalf of Executive, Executive’s heirs, executors, successors, administrators and assigns, does hereby knowingly and voluntarily release, acquit and forever discharge, as permitted by law, the Company, its owners, partnersmembers, officers, managersdirectors, administratorsemployees and agents, employeesand all of its affiliates, and all of their shareholders, members, officers, directors, attorneys, affiliates, subsidiaries, parent companies, successors employees and assigns agents (collectively, the “Company PartiesReleasees”) of and from any and all claims, claims or causes of action or promises action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any and every kindkind whatsoever (collectively, “Claims”) that Executive has ever had, now has or may have against the Releasees, in law, admiralty or equity, whether known or unknownunknown to Executive, that are based upon facts for, upon, or by reason of, any matter, action, omission, course or thing whatsoever occurring prior up to the date Executive signs this Agreement is executed by ExecutiveAgreement, including but not limited toto any matters arising out of or related to Executive’s employment or termination of such employment. Executive acknowledges that this Release includes, the following: (a) any contractual claims, including any claims related to, regarding or arising from any and all aspects or terms of any agreement with the Company; (b) any statutory claims, including but is not limited to, all Claims arising under federal, state or local laws prohibiting employment discrimination and all Claims growing out of any legal restrictions on the Company’s right to terminate its employees including any common law and/or breach of contract, whistleblower, tort, or retaliation claims and all Claims related to payment of compensation. This Release also specifically encompasses all Claims of employment discrimination based on race, color, religion, sex, and national origin, as provided under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), all Claims of discrimination based on age, as provided under the Age Discrimination in Employment ActAct of 1967, as amended, the Older Workers Worker Benefit Protection Act, all Claims under the Americans with Disabilities ActEmployee Retirement Income Security Act (“ERISA”), all Claims under the Family and Medical Leave Act, the Civil Rights Acts of 1964 and 1991 Act (“Title VIIFMLA”), all Claims under the Executive Retirement Income Security Fair Credit Reporting Act, all Claims under the Worker Adjustment National Labor Relations Act, and Retraining Notification all Claims of employment discrimination under the Americans with Disabilities Act (“WARNADA”)) as well as any applicable state and local laws concerning Executive’s employment. Notwithstanding any language to the contrary in this Agreement, the Civil Rights Act of 1866, the Civil Rights Act of 1991, Veterans’ Employment it is understood and Reemployment Rights Act, Uniformed Services Employment and Reemployment Rights Act, or arising from any federal, state, or local statute, ordinance or regulation; (c) agreed that Executive retains any and all tort claimsrights he may have for indemnification by the Company, including claims for negligence; and (d) any claims, mattersunder applicable law, or actions related to Executivethe Company’s employment and/or affiliation withformation documents, or separation from, any of applicable insurance maintained by the Company Parties. This Section does not prohibit with respect to third party claims filed in the future that involves the period of time that Executive from filing a charge with a federal or state administrative agency; however, Executive understands, acknowledges and agrees that in accordance with this Section of was employed by the Agreement, Executive has waived any and all claims for monetary damages in any such agency proceedingsCompany.

Release and Waiver. a. In exchange consideration of the Separation Payments made pursuant to Section 2(a) above, and except for the consideration referred to aboveobligations of the Company under this Agreement, Employee hereby forever releases and discharges the sufficiency of which is acknowledgedCompany and its affiliates, and to which Executive acknowledges Executive would not otherwise be entitled, Executive, on behalf of Executive, Executive’s heirs, executors, successors, administrators successors and assigns, does hereby knowingly as well as each of its past and voluntarily release, acquit and forever discharge, as permitted by law, the Company, its owners, partners, present officers, managers, administratorsdirectors, employees, directorsagents, attorneys, affiliates, subsidiaries, parent companies, successors attorneys and assigns shareholders (collectively, the “"Released Company Parties”) "), from any and all claims, charges, complaints, liens, demands, causes of action or promises of any action, obligations, damages and every kindliabilities, whether known or unknown, suspected or unsuspected, that are based upon facts occurring prior Employee had, now has or may hereafter claim to have against the Released Company Parties arising out of or relating in any way to Employee's employment with, and termination from, the Company or otherwise relating to any of the Released Company Parties from the beginning of time to the effective date of this Agreement is executed by ExecutiveAgreement. This Release specifically extends to, including without limitation, any and all claims or causes of action arising under any written agreement between the Parties as well as any claims or causes of action for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited to, the following: (a) any contractual claimsCivil Rights Act of 1964, including any claims related toas amended, regarding or arising from any and all aspects or terms the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of any agreement with 1990, as amended, the Company; (b) any statutory claimsRehabilitation Act of 1973, including but not limited toas amended, claims under the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment ActAct of 1967, the Older Workers Benefit Protection Act, the Americans with Disabilities Actas amended ("ADEA"), the Family and Medical Leave Act and the California Fair Employment and Housing Act, as amended. b. In consideration for entering into this Agreement, and except for the Civil Rights Acts obligations of 1964 the Employee under this Agreement, the Company hereby forever releases and 1991 discharges Employee and his affiliates, successors and assigns, as well as each of its past and present agents and attorneys (“Title VII”collectively, the "Released Employee Parties"), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, that the Executive Retirement Income Security ActCompany had, now has or may hereafter claim to have against the Worker Adjustment Released Employee Parties arising out of or relating in any way to Employee's employment with the Company or otherwise relating to any of the Released Employee Parties from the beginning of time to the effective date of this Agreement. This Release specifically extends to, without limitation, any and Retraining Notification Act (“WARN”)all claims or causes of action arising under any claims or causes of action for breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited to, the Civil Rights Act of 18661964, as amended, the Civil Rights Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 19911990, Veterans’ as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended ("ADEA"), the Family and Medical Leave Act and the California Fair Employment and Reemployment Rights Housing Act, Uniformed Services Employment as amended. c. For the purpose of implementing a full and Reemployment Rights Actcomplete release, or arising from any federal, state, or local statute, ordinance or regulation; (c) any Employee and the Company understand and agree that this Agreement is intended to include all tort claims, including claims for negligence; if any, which Employee and/or the Company may have and (d) any which Employee and/or the Company do not now know or suspect to exist in his or its favor against the Released Company Parties and/or the Released Employee Parties and this Agreement extinguishes those claims. Accordingly, matters, or actions related to Executive’s employment and/or affiliation with, or separation from, any Employee and the Company expressly waive all rights afforded by Section 1542 of the Company Parties. This Section does not prohibit Executive from filing a charge with a federal or state administrative agency; however, Executive understands, acknowledges and agrees that in accordance with this Section Civil Code of the AgreementState of California ("Section 1542"). Section 1542 states as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, Executive has waived any and all claims for monetary damages in any such agency proceedingsWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.