Common use of Release by Employee Clause in Contracts

Release by Employee. Employee hereby releases and discharges the Company, its affiliates and its subsidiaries and Board of Directors, and their respective predecessors, successors, owners, partners, officers, directors, members, employees, agents, attorneys, benefit plans, administrators and insurers (collectively the “Company Parties”), from any and all claims, demands, liabilities and causes of action, whether statutory or common law, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating to: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation law; (xii) any other local, state or federal law, regulation or ordinance; (xiii) any public policy, contract, tort, or common law claim; (xiv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xv) any and all claims Employee may have arising as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections 2A through 2D of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions.

Release by Employee. Except as set forth below, Employee agrees that the consideration provided for herein represents settlement in full of all outstanding obligations that are, or could be argued to be, owed to Employee by BearingPoint. Except as set forth below, Employee, on behalf of herself and her respective heirs, family members, executors and assigns, hereby fully and forever releases BearingPoint, including its present and discharges the Company, its affiliates and its subsidiaries and Board of Directors, and their respective predecessors, successors, owners, partners, future officers, directors, members, employees, agents, attorneysdirectors, benefit plansexecutives, administrators investors, shareholders, administrators, affiliates, divisions, subsidiaries, parents, assigns, predecessor and insurers (collectively the “Company Parties”)successor corporations, from any and all claims, demandswhether presently known or unknown, liabilities suspected or unsuspected, she may possess arising from any omissions, acts, events or facts that have occurred up until and causes including the date on which the Parties execute this Agreement including, without limitation: i. any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of actionthat relationship; ii. any and all claims of wrongful discharge of employment; constructive discharge; termination of employment following a change of control; termination of employment in anticipation of a change of control; termination in violation of public policy; discrimination; retaliation; breach of contract, whether statutory both express and implied; breach of the covenant of good faith and fair dealing; promissory estoppel; negligent or common lawintentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion, and any other claim for tort or wrongful treatment; iii. any and all claims for violation of any federal, state or municipal statute, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating to: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 19641964 (“Title VII”), as amended; (iii) the Civil Rights Act of 1991; , the Age Discrimination in Employment Act of 1967 (iv) Sections 1981 through 1988 “ADEA”), the Americans with Disabilities Act of Title 42 1990 (“ADA”), the Rehabilitation Act of the United States Code1973, as amended; (v) the Employee Retirement Income Security Act of 19741974 (“ERISA”), as amended; the Uniformed Services Employment and Reemployment Rights Act of 1994 (vi) “USERRA”), the Immigration Reform Control Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), any federal or state False Claims Act, as amended; (vii) the Americans with Disabilities Xxxxxxxx-Xxxxx Act of 19902002, as amended; the Worker Adjustment and Retraining Notification Act (viii) the National Labor Relations Act“WARN”), as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act (“FMLA”), the Fair Labor Standards Act (“FLSA”) and all amendments to each Act as well as the regulations issued thereunder; iv. any and all claims arising out of 1993any other federal, as amended; (xi) state or local laws and regulations relating to employment or employment discrimination; v. any and all claims relating to, or arising from, Employee’s right to receive or purchase, or actual receipt or purchase, of shares of stock of the Company, including, without limitation, any claims of fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal anti-discrimination and/or anti-retaliation law; (xii) ; vi. any other local, state or federal law, regulation or ordinance; (xiii) any public policy, contract, tortand claims for violation of the federal, or common law claimany state, constitution; (xiv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xv) and vii. any and all claims Employee may have arising as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections 2A through 2D of this Agreement, any attorneys’ fees and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actionscosts.

Release by Employee. In consideration for the promises contained herein, Employee hereby releases irrevocably and unconditionally releases, acquits and forever discharges for himself and his heirs, executors, administrators, successors and assigns, the Company and each of the Company's parent companies, its affiliates and its subsidiaries and Board of Directorsstockholders, and their respective predecessors, successors, ownersassigns, partnersagents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, Affiliates (and stockholders, agents, directors, membersofficers, employees, agentsrepresentatives and attorneys of such, attorneysparent companies, benefit plansdivisions, administrators subsidiaries and insurers Affiliates), and all persons acting by, through, under or in concert with any of them (collectively collectively, the “"Company Parties”Releasees"), or any of them, from any and all charges, complaints, claims, demandsliabilities, liabilities and obligations, promises, agreements, controversies, damages, actions, causes of action, whether statutory suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or common lawunknown, suspected or unsuspected, including, but not limited to, claims arising directly or indirectly out of the Employee's employment by the Company, and the termination of the Employee's employment, claims under the Employment Agreement, claims under the Long Term Incentive Plan, claims for compensation of any claim kind, claims for salary, benefits, payments, expenses, costs, damages, penalties, workers' compensation, remunerationclaims in equity or law for wrongful discharge, contractual entitlementsclaims arising in tort, personal injury, defamation, mental anguish, emotional distress, injury to health and reputation, claims under federal, state or local laws prohibiting discrimination on account of age, national origin, race, sex, handicap, religion and similar classifications, claims under the Civil Rights Acts of 1866 and 1871, as amended; and all claims or causes The Civil Rights Act of action relating to any matter occurring on or prior to 1964, Title VII, as amended; the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating to: (i) Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990; Colorado Rev. Stat. (S) 24-34- 402(1)(a), as amended; (viiiS) 24-34-301(1)(1994), and similar claims under the National Labor Relations Actlaws of Canada and any province or political subdivision thereof ("Claim" or "Claims"), as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation law; (xii) any other local, state or federal law, regulation or ordinance; (xiii) any public policy, contract, tortwhich Employee now has, or common law claim; (xiv) any allegation for costs, feesever claimed to have, or other expenses including attorneys’ fees incurred in could claim against each or any of the matters referenced herein; and (xv) Company Releasees. Employee hereby agrees to forego any and all claims Employee may have arising as the result of right to file any alleged breach of any contract, incentive compensation plan charges or agreement, restricted unit agreement, or stock option plan or agreement complaints with any governmental agencies or a lawsuit against the Company Party including, without limitation Releasees under any of the Employment Agreement (collectivelylaws referenced in this paragraph or with respect to any matters covered by the release in this paragraph. Notwithstanding the foregoing, the “Released Claims”). This Agreement is release by the Employee in this paragraph shall not intended (i) limit the right of the Employee to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for seek to enforce the consideration recited in Sections 2A through 2D provisions of this Agreement, (ii) limit the Employee's right to indemnification under and in accordance with any indemnification provisions applicable to officers and all potential claims directors of this nature that Employee may have against the Company Partiesunder the Company's Certificate of Incorporation or by-laws or under the corporate law of Delaware, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity extent applicable to the Employee or (iii) limit the Executive's rights under any insurance policy covering officers or directors of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by Company, to the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights extent applicable to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actionsthe Employee.

Release by Employee. In exchange for the monies, benefits and promises described in Section 2, hereof, Employee hereby knowingly and voluntarily releases and forever discharges the Company, Company and each of its affiliates and its subsidiaries and Board of Directors, and their respective predecessors, successors, owners, partners, officers, directors, members, employees, agents, attorneys, benefit plans, administrators and insurers Representatives (collectively referred to as the “"Company Parties”), Releasees") of and from any and all claims, demands, liabilities and actions or causes of action, whether statutory suits, claims, charges, complaints, damages, liabilities, obligations, promises and contracts whatsoever, in law or common lawequity, which Employee now has, may have or has, had against the Company Releasees, including all unknown, undisclosed and unanticipated losses, wrongs, injuries, debts, claims or damages to Employee, for, upon, or by reason of any matter, cause or thing whatsoever, which Employee ever had, now has, or shall have as of the date of this Separation Agreement (provided that the release set forth herein specifically excludes Employee's right to enforce the terms of this Separation Agreement), including, but not limited to: (i) any and all matters arising out of Employee's employment by the Company and the cessation of said employment, including, but not limited to, any claim claims for wages salary, bonuses, commissions, incentive pay, stock or stock options, benefits, paymentsseverance pay, expenses, costs, damages, penalties, vacation pay; or other compensation, remuneration, contractual entitlements; ; (ii) any and all charges, claims or causes of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim under federal law arising out ofof Employee's employment by the Company and the cessation of said employment, or relating including, but not limited to: (i) , any alleged violation of the Age Discrimination in Employment Act National Labor Relations Act; any claims for discrimination of 1967, as amended; (ii) any kind under Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amendedand the Americans With Disabilities Act of 1990; (v) any alleged violation of the Employee Retirement Income Security Act of 1974, as amended1974 (ERISA) (except for vested benefits under any qualified retirement plan which are not affected by this Separation Agreement); (vi) any alleged violation of the Immigration Reform Control Fair Labor Standards Act, as amended; (vii) the Americans with Disabilities Act any alleged violation of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act; any alleged violation of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA); and any alleged violation of the Federal Family and Medical Leave Act; (iii) any and all charges, as amendedclaims or causes of action under Connecticut state law arising out of Employee's employment by the Company and the cessation of said employment, including, but not limited to, any alleged violation of Connecticut's Equal Pay Law; (x) Fair Employment Practices Act; Human Rights and Opportunities Law; Occupational Safety and Health Laws; AIDS Testing Law; Reproductive Hazards Law; the Smokers Rights Law; the Family and Medical Leave Act of 1993Law; the Wage and Hour Laws; the Political Activities provisions; the Voting, as amendedMilitary Service Leave, Jury and Witness Duty provisions; the Smoking and Drug Testing provisions; the Whistleblower Protection provisions; and the Workers' Compensation provisions; (xiiv) any and all charges, claims, or causes of action arising out of Employee's employment by the Company and the cessation of said employment under the laws of any other state or federal anti-discrimination and/or anti-retaliation law; under the laws of any municipality or any other governmental authority; (xiiv) any and all other localcharges, claims or causes of action under any other federal, state or federal local constitution, law, regulation regulation, ordinance, public policy or ordinance; common law not heretofore mentioned, including, but not limited to, all claims for breach of contract (xiii) whether oral or written, express or implied), fraud, negligence, estoppel, defamation, breach of duty of loyalty, breach of the covenant of good faith and fair dealing, infliction of emotional distress and any public policy, contract, tort, other statutory or common law claim; (xiv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xv) any and all claims Employee may have arising as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections 2A through 2D of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions.and

Release by Employee. In consideration for the promises contained herein, Employee hereby releases irrevocably and unconditionally releases, acquits and forever discharges for himself and his heirs, executors, administrators, successors and assigns, the Company and each of the Company's parent companies, its affiliates and its subsidiaries and Board of Directorsstockholders, and their respective predecessors, successors, ownersassigns, partnersagents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, Affiliates (and stockholders, agents, directors, membersofficers, employees, agentsrepresentatives and attorneys of such, attorneysparent companies, benefit plansdivisions, administrators subsidiaries and insurers Affiliates), and all persons acting by, through, under or in concert with any of them (collectively collectively, the “"Company Parties”Releasees"), or any of them, from any and all charges, complaints, claims, demandsliabilities, liabilities and obligations, promises, agreements, controversies, damages, actions, causes of action, whether statutory suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or common lawunknown, suspected or unsuspected, including, but not limited to, claims arising directly or indirectly out of the Employee's employment by the Company, and the termination of the Employee's employment, claims under the Employment Agreement, claims under the Long Term Incentive Plan, claims for compensation of any claim kind, claims for salary, benefits, payments, expenses, costs, damages, penalties, workers' compensation, remunerationclaims in equity or law for wrongful discharge, contractual entitlementsclaims arising in tort, personal injury, defamation, mental anguish, emotional distress, injury to health and reputation, claims under federal, state or local laws prohibiting discrimination on account of age, national origin, race, sex, handicap, religion and similar classifications, claims under the Civil Rights Acts of 1866 and 1871, as amended; and all claims or causes the Civil Rights Act of action relating to any matter occurring on or prior to 1964, Title VII, as amended; the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating to: (i) Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990; similar Colorado laws, as amended; including Colorado Rev. Stat. (viiiS) 24-34-402(1)(a), (S) 24-34-301(1)(1994), and similar claims under the National Labor Relations Actlaws of Canada and any province or political subdivision thereof ("Claim" or "Claims"), as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation law; (xii) any other local, state or federal law, regulation or ordinance; (xiii) any public policy, contract, tortwhich Employee now has, or common law claim; (xiv) any allegation for costs, feesever claimed to have, or other expenses including attorneys’ fees incurred in could claim against each or any of the matters referenced herein; and (xv) Company Releasees. Employee hereby agrees to forego any and all claims Employee may have arising as the result of right to file any alleged breach of any contract, incentive compensation plan charges or agreement, restricted unit agreement, or stock option plan or agreement complaints with any governmental agencies or a lawsuit against the Company Party including, without limitation Releasees under any of the Employment Agreement (collectivelylaws referenced in this paragraph or with respect to any matters covered by the release in this paragraph. Notwithstanding the foregoing, the “Released Claims”). This Agreement is release by the Employee in this paragraph shall not intended limit the right of the Employee to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for seek to enforce the consideration recited in Sections 2A through 2D provisions of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions.

Release by Employee. The Employee hereby releases (i.e., gives up) all known and discharges unknown claims that the Employee presently has against the Company, all current and former parents, subsidiaries, related companies, partnerships, joint ventures, or other affiliates, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its affiliates and its subsidiaries and Board of Directorspast, present, and their respective predecessors, successors, owners, partnersfuture employees, officers, directors, membersstockholders, employeesowners, representatives, assigns, attorneys, agents, attorneysinsurers, employee benefit plansprograms (and the trustees, administrators administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under or in concert with any of the persons or entities listed in this section, and their successors (collectively collectively, the “Company Released Parties”), from any and except claims that the law does not permit the Employee to waive by signing this Agreement. For example, the Employee is releasing all claimscommon law contract, demandstort, liabilities and causes of actionor other claims the Employee might have, whether statutory or common law, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and as well as all claims or causes of action relating to any matter occurring on or prior to the date that Employee executes this might have under the Employment Agreement, including without limitation any claim arising out ofexcept for those sections that expressly survive as set forth in Sections 7 and 8 hereof, or relating to: (i) the Age Discrimination in Employment Act of 1967(ADEA), as amended; (ii) the WARN Act, Title VII of the Civil Rights Act of 1964, as amended; (iii) Sections 1981 and 1983 of the Civil Rights Act of 1991; 1866, the Americans With Disabilities Act (iv) Sections 1981 through 1988 of Title 42 of the United States CodeADA), as amended; (v) the Employee Retirement Income Security Act of 19741974 (ERISA), as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any similar state or federal anti-discrimination and/or anti-retaliation law; (xii) local laws, the New York State Human Rights Law, the New York City Human Rights Law, the New York State Labor Law or any other localfederal, state or federal local constitution, law, regulation or statute, ordinance; (xiii) any public policy, contract, tort, or common law claim; (xiv) any allegation for costsregulation regarding or related to employment, feeswages, commissions, bonuses, compensation, employee benefits, termination of employment, or other expenses including attorneys’ fees incurred discrimination in employment. The Employee acknowledges that ten percent (10%) of the matters referenced herein; and (xv) total payments being paid to Employee hereunder is paid for waiving any and all claims Employee he may have arising as under the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Age Discrimination in Employment Agreement Act (collectively, the “Released ClaimsADEA”). This Agreement The Employee’s waiver of any ADEA claims is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for an entirely separate agreement from the consideration recited in Sections 2A through 2D balance of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actionsrelease.

Release by Employee. IN CONSIDERATION OF THE TERMINATION BENEFITS PROVIDED BY THE COMPANY UNDER THE EMPLOYMENT AGREEMENT AND THE BENEFITS AND THE MUTUAL RELEASE PROVIDED HEREIN, EMPLOYEE HEREBY RELEASES THE COMPANY, ITS PARENT, SUBSIDIARIES AND AFFILIATES, AND ITS PAST, PRESENT AND FUTURE PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, EMPLOYEE BENEFIT PLANS AND PLAN ADMINISTRATORS FROM ALL CLAIMS AND WAIVES ALL RIGHTS EMPLOYEE MAY HAVE OR CLAIM TO HAVE RELATING TO EMPLOYEE’S EMPLOYMENT WITH THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES, OR EMPLOYEE’S SEPARATION THEREFROM, arising from events which have occurred up to the date Employee hereby releases and discharges the Companyexecutes this AGREEMENT, its affiliates and its subsidiaries and Board of Directors, and their respective predecessors, successors, owners, partners, officers, directors, members, employees, agents, attorneys, benefit plans, administrators and insurers (collectively the “Company Parties”), from any and all claims, demands, liabilities and causes of action, whether statutory or common law, including, including but not limited to, any claim claims, whether previously known or later discovered, for salaryrelief, benefitsincluding but not limited to, paymentsfront pay, expensesback pay, costs, compensatory damages, penaltiespunitive damages, compensationinjunctive relief, remunerationattorneys’ fees and costs or any other remedy, contractual entitlements; and all claims or causes of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating tounder: (i) the Age Discrimination in In Employment Act of 1967, as amended, (“ADEA”); (ii) the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”); (iii) Title VII of the Civil Rights Act of 1964, as amended; (iiiiv) the Civil Rights Energy Reorganization Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Codeand Atomic Energy Act, both as amended; (v) the Employee Retirement Income Security Americans With Disabilities Act of 1974, as amended(“ADA”); (vi) the Immigration Reform Control Act, as amendedany wrongful termination claim under any state or federal law; (vii) claims for benefits under any employee benefit plan maintained by the Americans with Disabilities Act of 1990, as amendedCompany related to service credits or other issues; (viii) claims under the National Labor Relations Act, as amendedOlder Workers Benefit Protection Act of 1990 (“OWBPA”); and (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation law; (xii) any other localfederal, state or federal local law, regulation or ordinance; (xiii) any public policy, contract, tort, or common law claim; (xiv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xv) any and all claims Employee may have arising as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections 2A through 2D of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the above, this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge GENERAL RELEASE shall not apply to claims under the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actionsNorth Carolina Workers’ Compensation Act.

Release by Employee. Employee does hereby releases voluntarily and discharges irrevocably waive, release, dismiss with prejudice, and withdraw all claims, complaints, suits or demands of any kind whatsoever (whether known or unknown) which he ever had, may have or now has against the Company, its affiliates and its subsidiaries and Board of DirectorsSouthern Entities, and their respective predecessorspast, successors, owners, partners, present and future officers, directors, members, employees, agents, insurers, attorneys, benefit plans, plan administrators and insurers their respective benefit plans (collectively the “Company Parties”and related trusts) (collectively, Releasees), arising from any and all claimsor relating to (directly or indirectly) Employee’s employment, demandshis separation from service from the Company or other events that have occurred as of the date of execution of the Agreement, liabilities and causes of action, whether statutory or common law, including, including but not limited to, any claim : (a) claims for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes violations of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating to: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Age Discrimination in Employment Act, as amended; the Fair Labor Standards Act; the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 the Americans With Disabilities Act; the Equal Pay Act; the Civil Rights Act of Title 1866; the Family and Medical Leave Act; 42 U.S.C. § 1981; the National Labor Relations Act; the Labor Management Relations Act; executive orders, including Executive Orders 11246 and 11141; the Vietnam Era Veteran’s Readjustment Act of 1974; the United States CodeUniformed Services Employment and Reemployment Act of 1994; the Rehabilitation Act of 1973; the Xxxxxxxx-Xxxxx Act of 2002, as amended; (v) the Florida Civil Rights Act or the Employee Retirement Income Security Act of 1974; (b) claims for violations of any other federal or state statute or regulation or local ordinance; (c) claims for lost or unpaid wages, as amendedcompensation or benefits, defamation, intentional or negligent infliction of emotional distress, assault, battery, wrongful or constructive discharge, negligent hiring, retention or supervision, fraud, misrepresentation, conversion, tortious interference, breach of contract or breach of fiduciary duty; (d) claims to benefits under any bonus, severance, workforce reduction, early retirement, outplacement or any other similar type plan sponsored by the Company (except to the extent provided in Section 4); and (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation law; (xiie) any other local, claims under state law arising in tort or federal law, regulation or ordinance; (xiii) any public policy, contract, tort, or common law claim; (xiv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xv) any and all claims Employee may have arising as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections 2A through 2D of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions.

Release by Employee. Employee I, , on behalf of myself and my heirs and assigns, in consideration of the Company's payment of the severance benefits in the amount of $_____________ (less any amounts that the Company is required to withhold under applicable laws), and other good and valuable consideration to be furnished to me pursuant to the Benxxx Xxl and Gas Company Change of Control Severance Plan (the "Plan"), the sufficiency of which are hereby releases acknowledged, and discharges as a material inducement to the Company to enter into this agreement hereby release and forever discharge the Company, its affiliates and its subsidiaries and Board of Directorsdirectors, and their respective officers, shareholders, partners, representatives, agents, employees, predecessors, successors, ownersaffiliates, partnersdivisions, subsidiaries and related entities and their respective directors, officers, directors, members, employeesshareholders, agents, attorneys, benefit plans, administrators representatives and insurers (collectively the “Company Parties”)employees, from all claims of any and all claimsnature whatsoever, demandsfrom the beginning of time to the date of the execution of this Agreement, liabilities and causes of actionknown or unknown, whether statutory suspected or common lawunsuspected, including, including but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and to all claims or causes of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim arising out of, based upon, or relating to: to my employment with the Company, or compensation for that employment. (ia) any express or implied employment contract; (b) wrongful discharge; (c) termination in breach of public policy ; (d) age discrimination under the Age Discrimination in Employment Act of 1967, as amendedamended ("ADEA"); (iie) claims of discrimination, harassment or retaliation under Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990Act, as amendedor the California Fair Employment and Housing Act; which prohibit discrimination based on race, color, age, ancestry, national origin, sex, sexual orientation, religion, mental or physical disabilities, or marital status; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation law; (xiif) any other localfederal, state or federal law, regulation local laws or ordinanceregulations prohibiting employment discrimination; (xiiig) any public policypersonal injury, contractdefamation, tortassault, or common law claim; (xiv) any allegation for costsbattery, feesinvasion of privacy, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xv) any and all claims Employee may have arising as the result of any alleged breach of any contractfraud, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections 2A through 2D of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions.intentional or

Release by Employee. Employee hereby releases and discharges the Company, its affiliates and its subsidiaries and Board of Directors, and their respective predecessors, successors, owners, partners, officers, directors, members, employees, agents, attorneys, benefit plans, administrators and insurers (collectively the “Company Parties”), from any and all claims, demands, liabilities and causes of action, whether statutory or common law, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating to: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation law; (xii) any other local, state or federal law, regulation or ordinance; (xiii) any public policy, contract, tort, or common law claim; (xiv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xv) any and all claims Employee may have arising as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections 2A through 2D and 2B of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions.

Release by Employee. Employee does hereby releases voluntarily and discharges irrevocably waive, release, dismiss with prejudice, and withdraw all claims, complaints, suits or demands of any kind whatsoever (whether known or unknown) which he ever had, may have or now has against the Company, its affiliates and its subsidiaries and Board of DirectorsSouthern Entities, and their respective predecessorspast, successors, owners, partners, present and future officers, directors, members, employees, agents, insurers, attorneys, benefit plans, plan administrators and insurers their respective benefit plans (collectively the “Company Parties”and related trusts) (collectively, Releasees), arising from any and all claimsor relating to (directly or indirectly) Employee's employment, demandshis separation from service from the Company or other events that have occurred as of the date of execution of the Agreement, liabilities and causes of action, whether statutory or common law, including, including but not limited to, any claim : (a) claims for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes violations of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating to: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Age Discrimination in Employment Act, as amended; the Fair Labor Standards Act; the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 the Americans With Disabilities Act; the Equal Pay Act; the Civil Rights Act of Title 1866; the Family and Medical Leave Act; 42 U.S.C. § 1981; the National Labor Relations Act; the Labor Management Relations Act; executive orders, including Executive Orders 11246 and 11141; the Vietnam Era Veteran's Readjustment Act of 1974; the United States CodeUniformed Services Employment and Reemployment Act of 1994; the Rehabilitation Act of 1973; the Xxxxxxxx-Xxxxx Act of 2002, as amended; (v) the State of Alabama Age Discrimination in Employment Act or the Employee Retirement Income Security Act of 1974; (b) claims for violations of any other federal or state statute or regulation or local ordinance; (c) claims for lost or unpaid wages, as amendedcompensation or benefits, defamation, intentional or negligent infliction of emotional distress, assault, battery, wrongful or constructive discharge, negligent hiring, retention or supervision, fraud, misrepresentation, conversion, tortious interference, breach of contract or breach of fiduciary duty; (d) claims to benefits under any bonus, severance, workforce reduction, early retirement, outplacement or any other similar type plan sponsored by the Company (except to the extent provided in Section 3); and (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation law; (xiie) any other local, claims under state law arising in tort or federal law, regulation or ordinance; (xiii) any public policy, contract, tort, or common law claim; (xiv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xv) any and all claims Employee may have arising as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections 2A through 2D of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions.

Release by Employee. Employee hereby releases and discharges the Company, its affiliates and its subsidiaries and Board of Directors, and their respective predecessors, successors, owners, partners, officers, directors, members, employees, agents, attorneys, benefit plans, administrators and insurers (collectively the “Company Parties”), from any and all claims, demands, liabilities and causes of action, whether statutory or common law, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating to: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iiiii) the Civil Rights Act of 1991; (iviii) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (viv) the Employee Retirement Income Security Act of 1974, as amended; (viv) the Immigration Reform Control Act, as amended; (viivi) the Americans with Disabilities Act of 1990, as amended; (viiivii) the National Labor Relations Act, as amended; (ixviii) the Occupational Safety and Health Act, as amended; (xix) the Family and Medical Leave Act of 1993, as amended; (xix) any state or federal anti-discrimination and/or anti-retaliation law; (xiixi) any other local, state or federal law, regulation or ordinance; (xiiixii) any public policy, contract, tort, or common law claim; (xivxiii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xvxiv) any and all claims Employee may have arising as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections 2A through 2D 2A, 2B and 2C of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions.

Release by Employee. Employee EMPLOYEE hereby releases and discharges the Company, its affiliates and its subsidiaries and Board of Directorsthe Board, and their respective predecessors, successors, affiliates, subsidiaries and each of their respective owners, partners, officers, directors, members, employees, agents, attorneys, benefit planssuccessors, administrators and insurers (collectively the “Company Parties”), from any and all claims, demands, liabilities and causes of action, whether statutory or common law, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes of action relating to any matter occurring on or prior to the date that Employee executes EMPLOYEE executed this Agreement, including without limitation any claim arising out of, or relating to: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation law; (xii) any other local, state or federal law, regulation or ordinance; (xiii) any public policy, contract, tort, or common law claim; (xiv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xv) any and all claims Employee EMPLOYEE may have arising as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee EMPLOYEE is simply agreeing that, in exchange for the consideration recited in Sections 2A through 2D Section 1 of this Agreement, any and all potential claims of this nature that Employee EMPLOYEE may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions.

Release by Employee. Employee hereby releases and discharges the Company, its affiliates and its subsidiaries and Board of Directors, and their respective predecessors, successors, owners, partners, officers, directors, members, employees, agents, attorneys, benefit plans, administrators and insurers (collectively the “Company Parties”), from any and all claims, demands, liabilities and causes of action, whether statutory or common law, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating to: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation law; (xii) any other local, state or federal law, regulation or ordinance; (xiii) any public policy, contract, tort, or common law claim; (xiv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xv) any and all claims Employee may have arising as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections 2A through 2D 2E of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions.

Release by Employee. In consideration of this Agreement, Employee hereby releases releases, acquits and forever discharges the Company, its affiliates parents, subsidiaries and affiliates, and its subsidiaries and Board of Directors, and their respective predecessors, successors, owners, partners, officers, directors, membersagents, servants, employees, agentsshareholders, attorneyssuccessors, benefit plansassigns and affiliates, administrators of and insurers (collectively the “Company Parties”), from any and all claims, liabilities, demands, liabilities and causes of action, whether statutory or common costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification Employee may have as a result of any action against him based on his employment with the Company, or as otherwise provided in applicable insurance policies or other agreements) arising out of or in any way related to events, acts or conduct occurring on or prior to the date Employee executes this Agreement, arising out of or in any way connected with this Agreement, Employee’s employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, any claim for salarythe federal Civil Rights Act of 1964, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlementsas amended; and all claims or causes of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating to: (i) the federal Age Discrimination in Employment Act of 1967, as amendedamended (“ADEA”); (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the federal Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amendedNew Jersey’s Law Against Discrimination; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing. Employee acknowledges that he may request the information required by the Older Workers Benefit Protection Act. Employee also acknowledges that the release of claims under the ADEA is subject to special waiver protection. Therefore, in accordance with that section, Employee specifically agrees that he knowingly and voluntarily releases and waives any rights or claims of discrimination under the ADEA. In particular, Employee represents and acknowledges that he understands the following: (xiia) any other local, state Employee is not waiving rights or federal law, regulation or ordinance; (xiii) any public policy, contract, tort, or common law claim; (xiv) any allegation claims for costs, fees, or other expenses including attorneys’ fees incurred in age discrimination under the matters referenced hereinADEA that may arise after the date he signs this Agreement; and (xvb) any and all claims Employee may have arising as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, waiving rights or claims for age discrimination under the ADEA in exchange for the consideration recited in Sections 2A through 2D of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actionspayments described herein.

Release by Employee. Employee In consideration for the promises contained in paragraph 1, you hereby releases release and discharges the Companyforever discharge quepasa, its affiliates their respective parents, subsidiaries, related and affiliated companies, and its subsidiaries and Board of Directors, and their respective predecessorspast and present employees, successors, owners, partnersdirectors, officers, directorsagents, shareholders, members, employees, agentsinsurers, attorneys, benefit plansexecutors, administrators assigns and insurers other representatives of any kind (collectively the “Company referred to in this Agreement as "Released Parties”), ") from any and all claims, demands, rights, liabilities and causes of actionaction of any kind or nature, whether statutory known or common lawunknown, arising prior to or through the date you execute this letter agreement, including, but not limited to, any claims, demands, rights, liabilities and causes of action arising or having arisen out of or in connection with your employment or termination of employment with quepasa. You also release and waive any claim for salaryor right to further compensation, benefits, payments, expenses, costs, damages, penalties, compensationattorneys' fees, remunerationcosts or expenses of any kind from quepasa or any of the other Released Parties. You further agree not to file, contractual entitlements; pursue or participate in any claims, charges, actions or proceedings of any kind in any forum against any of the Released Parties with respect to any manner arising out of or in connection with his/her employment with quepasa or termination of such employment (other than pursuing a claim for Unemployment Compensation benefits to which he/she may be entitled). This release specifically includes, but is not limited to, a release of any and all claims pursuant to state or causes of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating to: (i) the Age Discrimination in Employment Act of 1967, as amendedfederal wage payment laws; (ii) Title VII of the Civil Rights Act of 1964; the Rehabilitation Act of 1973; the Reconstruction Era Civil Rights Acts, as amended42 U.S.C. 1981-1988; (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 the Americans with Disabilities Act; Executive Order 11246; state or federal family and/or medical leave acts; the Consolidated Omnibus Budget Reconciliation Act of Title 42 of the United States Code, as amended1985; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation law; (xii) any other localfederal, state or federal lawlocal laws not limited to, regulation or ordinance; (xiii) a release of any public policy, contractclaims for wrongful termination, tort, breach of contract, defamation, misrepresentation, violation of public policy or common law claim; invasion of privacy. This release covers claims that you know about as well as those he/she may not know about, and both liquidated and unliquidated claims. (xivi) any allegation for costsTo the extent allowed by applicable statutory and regulatory law, fees, or other expenses including attorneys’ fees incurred the release contained in the matters referenced herein; preceding paragraph includes a waiver of rights and (xv) any and all claims Employee which you may have arising under the Age Discrimination in Employment Act of 1967 (Title 29, United States Code, 621 ET SEQ.) (hereinafter referred to as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”"ADEA"). This Agreement Pursuant to the Older Workers Benefit Protection Act (Public Law 101-433; 1990 S. 1511), you acknowledge that this Release is not intended to indicate apply, and you expressly agree that any such it shall be effective as a waiver of rights and claims exist or thatarising under the ADEA. However, if they by executing this Agreement, you do exist, they are meritorious. Rather, Employee is simply agreeing that, not waive rights and claims under the Age Discrimination in exchange for Employment Act that may arise subsequent to the consideration recited in Sections 2A through 2D execution of this Agreement. Further, any and all potential claims execution of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing Agreement does not affect your ability to participate in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any an investigation or proceeding conducted by the EEOC Equal Employment Opportunity Commission. (ii) You acknowledge that you have been advised that an employee waiving rights under the ADEA is entitled to a minimum of twenty-one (21) days within which to consider this Agreement, and therefore acknowledge that you have 22 days from the date of receiving this Agreement to return the signed Agreement. You acknowledge that you may execute and return this Agreement earlier if you so decide, and that by executing and returning this Agreement during the twenty-one (21) day period, you will waive your right to consider the Agreement for the twenty-one (21) day period. You acknowledge that you have been further advised that you may consult with an attorney or comparable state or local agency; however, Employee understands other advisor of your choosing prior to making the decision to execute and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actionsreturn this Agreement.

Release by Employee. Employee on Employee’s own individual behalf and on behalf of Employee’s respective predecessors, heirs, successors and assigns, hereby releases and forever discharges the Company, its affiliates and its subsidiaries and Board of DirectorsEmployer, and their respective predecessorseach of Employer's employees, successors, owners, partnersshareholders, officers, directors, members, employees, agents, attorneys, benefit plansinsurance carriers, administrators parents, subsidiaries, divisions or affiliated organizations or corporations, whether previously or hereafter affiliated in any manner, and insurers the respective predecessors, successors and assigns of all of the foregoing (collectively the “Company referred to hereinafter as "Released Parties”"), from any and all claims, demands, liabilities and causes of action, obligations, charges, damages, liabilities, attorneys' fees, and costs of any nature whatsoever, contingent, or non-contingent, matured or unmatured, liquidated or unliquidated, whether statutory or common lawnot known, suspected or claimed, which Employee had, now has or may claim to have had as of the Effective Date against the Released Parties (whether directly or 5171051_11 Employee Initials PD indirectly) or any of them, by reason of any act or omission whatsoever, concerning any matter, cause or thing, including, without limiting the generality of the foregoing, any claims, demands, causes of action, obligations, charges, damages, liabilities, attorneys' fees and costs relating to or arising out of any alleged violation of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or a tort, or any legal restrictions on any of employer's right to terminate employees, or any federal, state, municipal or other governmental statute, public policy, regulation or ordinance, including but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes of action relating to any matter occurring on or prior to the date that Employee executes this Agreement, including without limitation any claim arising out of, or relating tofollowing: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Age Discrimination in Employment Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code1967, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act42 U.S.C. 12101, as amendedet. seq.; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act of 1974; the Equal Pay Act of 1963; the Worker Adjustment and Retraining Notification Act, as amended; (xi) including but not limited to any state version thereof; the Civil Rights Act of 1991; the Fair Credit Reporting Act; the Older Workers Benefit Protection Act; the Arizona Employment Protection Act, the Arizona Civil Rights Act, A.R.S. §§ 23-353, 23-355, 23-356, to the extent releasable under the law; and/or any other federal, state, city or federal local anti-discrimination and/or anti-retaliation law; (xii) any other localharassment acts, leave laws, state wage acts and non-interference or federal lawnon-retaliation statutes, regulation or ordinance; (xiii) any public policyregulations, contract, tort, or common law claim; (xiv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xv) any and all claims Employee may have arising as the result of any alleged breach of any contract, incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections 2A through 2D of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actionsother claims.