Common use of Release by Executive Clause in Contracts

Release by Executive. In consideration of the Separation Payment and -------------------- as a material inducement to the Company, MPAC and EnCap to enter into this Agreement, Executive, for himself and his heirs, executors, administrators, trustees, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCap, and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, and all persons acting by, through, under or in concert with any of them (such persons are referred to herein collectively as the "Company Released Parties"), ------------------------ from any and all charges, complaints, claims, controversies, demands, rights, disputes, claims and demands for damages, losses, sums due, indemnity, suits, debts, interest, costs, or injuries, and causes of action of any nature whatsoever, known or unknown, asserted or unasserted, accrued or not accrued (individually a "Claim" and collectively "Claims") arising prior to or existing ----- ------ at the Effective Date that any of the Executive Releasing Parties may have or allege to have against any of the Company Released Parties. This release includes, but is not limited to, any claim or cause of action for discrimination under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans With Disabilities Act, or any other statutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein to the contrary, this release shall not apply to Claims arising out of the following matters: (a) the obligations and agreements of the Company, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date of this Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents that he has not transferred or assigned, or purported to assign or transfer, and covenants not to make any transfer or assignment, to any person or entity any Claim involving any of the Company Released Parties or any portion thereof or interest therein.

Release by Executive. In consideration of the Separation Payment (a) Executive (for himself, his heirs, assigns or executors) releases and -------------------- as a material inducement to forever discharges the Company, MPAC and EnCap to enter into this Agreement, Executive, for himself and his heirs, executors, administrators, trustees, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCapits affiliates, and its and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, agents and all persons acting by, through, under or in concert with any of them (such persons are referred to herein collectively as the "Company Released Parties"), ------------------------ employees from any and all charges, complaints, claims, controversiessuits, demands, rightscauses of action, disputescontracts, claims and demands for damagescovenants, losses, sums due, indemnity, suitsobligations, debts, interest, costs, expenses, attorneys’ fees, liabilities of whatever kind or injuriesnature in law or equity, and causes of action of any nature whatsoever, by statute or otherwise whether now known or unknown, asserted vested or unassertedcontingent, accrued suspected or unsuspected, and whether or not accrued concealed or hidden, which have existed or may have existed, or which do exist, through the date this letter agreement becomes effective and enforceable, (individually a "Claim" and collectively "“Claims"”) of any kind, which relate in any way to Executive’s employment with the Company or the termination of that employment, except those arising prior to or existing ----- ------ at the Effective Date that any out of the Executive Releasing Parties may have or allege to have against any performance of this letter agreement and Executive’s rights under the employee benefit plans of the Company Released PartiesCompany. This release includesSuch released claims include, but is not limited towithout in any way limiting the generality of the foregoing language, any claim or cause and all claims of action for employment discrimination under any local, state, or federal law or ordinance, including, without limitation, Title VII of or the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967, as amended; or the South Carolina Human Rights Act. (b) In signing this Separation Agreement, Executive acknowledges that he intends that it shall be effective as a bar to each and every one of the Americans With Disabilities ActClaims hereinabove mentioned or implied. Executive expressly consents that this Separation Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. Executive acknowledges and agrees that this waiver is an essential and material term of this Separation Agreement and without such waiver the Company would not have made the Severance Payments described in paragraph 1. Executive further agrees that in the event he brings his own Claim in which he seeks damages against the Company, or in the event he seeks to recover against the Company in any other statutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein to the contraryClaim brought by a governmental agency on his behalf, this release shall not apply serve as a complete defense to Claims arising out such Claims. (c) By signing this Separation Agreement, Executive acknowledges that he: (i) has been given twenty-one days after receipt of this Separation Agreement within which to consider it; (ii) has carefully read and fully understands all of the following matters: provisions of this Separation Agreement; (aiii) the obligations knowingly and agreements voluntarily agrees to all of the Company, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as terms set forth in this Separation Agreement; (iv) knowingly and voluntarily agrees to be legally bound by this Separation Agreement; (v) has been advised and encouraged in writing (via this Separation Agreement) to consult with an attorney prior to signing this Separation Agreement; and (vi) understands that this Separation Agreement, including the Certificate of Incorporation or Bylaws of release, shall not become effective and enforceable until the Company as they exist on the date eighth day following execution of this Separation Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents that he has not transferred or assigned, or purported to assign or transfer, and covenants not that at any time prior to make any transfer or assignment, to any person or entity any Claim involving any of the Company Released Parties or any portion thereof or interest thereineffective day he can revoke this Separation Agreement.

Release by Executive. In (a) Executive, for and in consideration of the Separation Payment commitments of the Company as set forth in Paragraph 3 of this Agreement, and -------------------- as a material inducement intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, MPAC its affiliates, subsidiaries and EnCap to enter into this Agreementparents, Executiveand its officers, for himself directors, employees, and his agents, and its and their respective successors and assigns, heirs, executors, administratorsand administrators (collectively, trustees, successors and assigns and any other person or entity claiming through or on behalf “Releasees”) from all causes of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCap, and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, and all persons acting by, through, under or in concert with any of them (such persons are referred to herein collectively as the "Company Released Parties"), ------------------------ from any and all charges, complaints, claims, controversies, demands, rights, disputes, claims and demands for damages, losses, sums due, indemnityaction, suits, debts, interestclaims and demands whatsoever in law or in equity, costswhich Executive ever had, now has, or injurieshereafter may have, and causes of action of any nature whatsoever, whether known or unknown, asserted or unassertedwhich Executive’s heirs, accrued executors, or not accrued (individually a "Claim" administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of Executive’s employment to the date of this Agreement, and collectively "Claims") arising prior to or existing ----- ------ at the Effective Date that any particularly, but without limitation of the Executive Releasing Parties may have foregoing general terms, any claims arising from or allege relating in any way to have against any Executive’s employment relationship with the Company, the terms and conditions of that employment relationship, and the Company Released Parties. This release includestermination of that employment relationship, including, but is not limited to, any claim or cause of action for discrimination claims arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the The Civil Rights Act of 1964, the Age Discrimination in Employment Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, Chapter 151B of the Massachusetts General Laws, the Massachusetts Civil Rights Act, and the Americans With Disabilities Actany other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, and any other statutory or common law cause of action providing rights claims for employees against their employersattorneys’ fees and costs. Notwithstanding any provision herein This Agreement is effective without regard to the contrary, this release shall not apply to Claims arising out legal nature of the following matters: claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort. (ab) To the obligations fullest extent permitted by law, and agreements subject to the provisions of Paragraph 9(a) below, Executive represents and affirms that (i) Executive has not filed or caused to be filed on Executive’s behalf any claim for relief against the Company or any Releasee and, to the best of Executive’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Executive’s behalf; (ii) Executive has not reported any improper, unethical or illegal conduct or activities to any supervisor, manager, department head, human resources representative, agent or other representative of the Company, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations to any member of the Company’s legal or compliance departments, or to the ethics hotline, and has no knowledge of any such improper, unethical or illegal conduct or activities; and (iii) Executive will not file, commence, prosecute or participate in any judicial or arbitral action or proceeding against the Company as to indemnification and insurance as to or any Releasee based upon or arising out of any act, omission, transaction, occurrence, contract, claim or event existing or future Claim involving Executive as set forth in the Certificate of Incorporation occurring on or Bylaws of the Company as they exist on before the date of this Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents that he has not transferred or assigned, or purported to assign or transfer, and covenants not to make any transfer or assignment, to any person or entity any Claim involving any of the Company Released Parties or any portion thereof or interest therein.

Release by Executive. In consideration of the Separation Payment and -------------------- as a material inducement to the Company, MPAC and EnCap to enter into this Agreement, The Executive, for himself good and his heirsvaluable consideration, executorsthe receipt and sufficiency of which is hereby acknowledged, administrators, trustees, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits hereby releases and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC Company and EnCapHoldings, and their respective owners, stockholders, predecessors, successorssubsidiaries, assigns, agents, directorsaffiliates, officers, employees, representativesshareholders, attorneys, divisions, subsidiaries, affiliatesdirectors, insurers, sureties, successors and all persons acting byassigns (collectively, through, under or in concert with any of them (such persons are referred to herein collectively as the "“Company Released Parties"), ------------------------ Releasees”) from any and all chargesclaims, complaintsobligations, claimsactions, causes of action, claims at law or in equity, suits, liens, encumbrances, contracts, agreements, promises, liabilities, demands, controversies, demands, rights, disputes, claims and demands for damages, losses, sums due, indemnity, suits, debts, interestdues, costsfees, costs or injuries, and causes of action expenses of any nature whatsoever, whether known or unknown, asserted fixed or unassertedcontingent, accrued or not accrued (individually a "Claim" and collectively "Claims") arising prior to or existing ----- ------ at the Effective Date that any of which the Executive Releasing Parties may now have, may have had or allege to may hereafter have against any of the Company Released Parties. This release includesReleasees by reason of any matter, cause, happening or thing occurring on or before the date of this Agreement including, but is not limited to, any claim matter, cause, happening or cause of action for discrimination under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans With Disabilities Act, or any other statutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein to the contrary, this release shall not apply to Claims thing arising out of or related to the following matters: (a) the obligations and agreements of the CompanyExecutive’s involvement, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to association or participation in any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date of this Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment way with the Company or any Releasees but excluding the right of the matters covered by Executive to enforce her rights under this Agreement. The Executive also understands and agrees that this provision acquits, releases and forever discharges the release Company Releasees of and from any and all claims, actions, causes or causes of action, suits, demands, damages, losses, obligations, debts, dues or other liabilities, whether arising at law or in this Section 5. --------- equity, which the Executive represents that he may have sustained, has not transferred now sustained or assignedmay hereafter sustain or which the Executive may have had, may now have or purported to assign or transfer, and covenants not to make any transfer or assignment, to any person or entity any Claim involving any may hereafter have because of the claims of any third parties, whether known or unknown, anticipated or unanticipated, arising out of or related to the Executive’s involvement, association or participation in any way with the Company Released Parties or any portion thereof or interest thereinReleasees, except the right of the Executive to enforce her rights under this Agreement.

Release by Executive. In consideration of Except as specifically provided in this Agreement and the Separation Payment and -------------------- "Executive's Stock Related Agreements" (as a material inducement to defined in Section 6(f) hereof), the Executive hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS, FOREVER FULLY DISCHARGES AND COVENANTS NOT TO XXX OR OTHERWISE PARTICIPATE IN ANY ACTION AGAINST the Company, MPAC and EnCap to enter into this Agreement, Executive, for himself and his heirs, executors, administrators, trusteesits predecessors, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCapassigns, and their respective owners, stockholders, predecessors, successors, assigns, agents, the current and former directors, officers, employees, representativesagents, attorneys, divisionsrepresentatives, subsidiaries, affiliates, insurerspredecessors, and insurers and reinsurers of said corporations, firms, associations, partnerships and entities, and their guardians, successors, assigns, heirs, executors and administrators (all of which persons acting by, through, under or in concert with any of them (such persons and entities are hereinafter collectively referred to herein collectively as the "Company Released PartiesExecutive Releasees"), ------------------------ from or regarding any and all chargesclaims, counterclaims, actions, causes of action, cross-claims, complaints, claimsgrievances, promises, liabilities, obligations, agreements, damages, rights, debts, demands, controversies, demands, rights, disputes, claims and demands for damagescosts, losses, sums dueand expenses (including, indemnitywithout limitation, suitsattorneys' fees, debtscourt costs and expenses) of whatever nature or kind, interest, costsin law or in equity, or injuriesotherwise, and causes of action of any nature whatsoever, whether now known or unknown, asserted which the Executive now has or unasserted, accrued or not accrued (individually a "Claim" and collectively "Claims") arising may ever have had prior to the "Effective Date" (as defined in Section 13 hereof) against all or existing ----- ------ at the Effective Date that any of the Executive Releasing Parties may have Releasees. Without limiting the foregoing, except as provided in this Agreement, the release and covenant not to xxx set forth in the immediately preceding sentence applies to all claims under any municipal, local, state or allege to have against federal law, common or statutory, for any actions or omissions, whether known or unknown, that arise from, relate to, or are in any way connected with: (a) the negotiation, documentation, execution and performance (and failure of performance) of any aspect of the Company Released Parties. This release includesEmployment Agreement, but is not limited to(b) the Executive's employment (and termination of employment) by the Company, any claim or cause (c) claims of action for discrimination breach of contract and wrongful termination and claims arising under Title VII of the Civil Rights Act of 1964, the Federal Age Discrimination in Employment Act, and the Americans With Disabilities Act, or any other statutory federal, state or local laws prohibiting employment discrimination or claims growing out of any legal restrictions on the Company's right to terminate its employees, (d) claims made by Executive in an August 16, 2002 letter to the Company in which Executive made claims for an extra year of paid consulting, a full bonus for the Company's fiscal year 2003, extension of medical benefits and coverage beyond the period provided in the Employment Agreement, the purchase by the Company of the Executive's Providence, Rhode Island residence and payments for out-placement services, (e) payments in respect of relocation in excess of $550,000 (Five Hundred Fifty Thousand Dollars) in accordance with GTECH's Relocation Policy and (f) any claims by Executive for tax indemnification relating to Peak Technologies under Section 5(e) of the Employment Agreement. This release and covenant not to xxx also applies to all common law cause claims including breach of action providing rights for employees against their employers. Notwithstanding contract, fraud, negligence, negligent misrepresentation, and any provision herein to the contraryother tort or contract claim, this release shall not apply to Claims arising out of the following matters: (a) the obligations and agreements of the CompanyEXCEPT AS PROVIDED IN AND SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date of this Agreement; or (c) any rights of Executive under COBRATHIS IS A FULL, COMPLETE AND GENERAL RELEASE. Executive further covenants not to xxx, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents and warrants that he has not transferred or assigned, or purported to assign or transfer, and covenants not to make heretofore assigned any transfer or assignment, claims that he may have against the Executive Releasees to any other person or entity any Claim involving any of the Company Released Parties or any portion thereof or interest thereinentity.

Release by Executive. In consideration for her receipt of the Separation Payment and -------------------- as a material inducement to the CompanySettlement Payment, MPAC and EnCap to enter into except for those obligations created by or arising out of this Agreement, Executiveincluding the indemnification obligations of Simon as set forth in Paragraph 10 of this Agreement, for himself Executive hereby covenants not to sue and his heirs, executors, administrators, trustees, successors fully releases and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCapSimon, and its parent, subsidixxx and affiliated entities, past and present, and each of them, as well as its and their respective owners, stockholders, predecessors, successors, assigns, agentstrustees, directors, officers, agents, attorneys, insurers, employees, stockholders, representatives, attorneys, divisions, subsidiaries, affiliates, insurersassigns, and all persons acting bysuccessors, throughpast and present, under or in concert with any and each of them (such persons are hereinafter together and collectively referred to herein collectively as the "Company Released PartiesSimon Releasees"), ------------------------ with respect to and from any and all charges, complaints, claims, controversieswages, demands, rights, disputesliens, claims agreements, contracts, the terminated and demands for damagesreleased rights and obligations set forth in Paragraph 2 hereof, lossescovenants, sums due, indemnityactions, suits, causes of action, obligations, debts, interest, costs, expenses, attorneys' fees, damages, judgments, orders and liabilities of whatever kind or injuriesnature, in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and causes whether or not concealed or hidden, which she now owns or holds or has at any time heretofore owned or held or may in the future hold as against said Simon Releasees, arising out of action or in any way connected with her employment relationship with Simon or the termination thereof, her stockholder status, her Board of Directors status or any other transactions, occurrences, acts or omissions or any loss, damage or injury of any nature or cause whatsoever, known or unknown, asserted suspected or unassertedunsuspected, accrued resulting from any act or not accrued (individually a "Claim" and collectively "Claims") arising omission by or on the part of Simon and/or the Simon Releasees, or any of them, committed or omitted on or prior to or existing ----- ------ at the Effective Date that any Date, including, without limiting the generality of the Executive Releasing Parties may have or allege to have against any of the Company Released Parties. This release includes, but is not limited toforegoing, any claim or cause of action for discrimination under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the California Fair Employment and Housing Act, the California Family Rights Act and the Age Discrimination in Employment Act, Act (collectively "Executive Claims"). The foregoing release and the Americans With Disabilities Act, or any other statutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein covenant not to the contrary, this release sue shall not apply extend to Claims arising out of the following matters: (a) the obligations and agreements of the CompanyRonald Burkle; The Yucaipa Companies, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunderLLC; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date of this AgreementOxxxseas Toys, L.P.; or (c) any rights of Executive under COBRA. Executive further covenants not to xxxOA3, or assist any other person to xxxXXX; xx Xxxxi-Accounts, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents that he has not transferred or assigned, or purported to assign or transfer, and covenants not to make any transfer or assignment, to any person or entity any Claim involving any of the Company Released Parties or any portion thereof or interest thereinLLC.

Release by Executive. In consideration of the Separation Payment and -------------------- as a material inducement to the Company, MPAC and EnCap to enter into this Agreement, Executive, for himself and his heirs, executors, administrators, trustees, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCap, and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, and all persons acting by, through, under or in concert with any of them (such persons are referred to herein collectively as the "Company Released Parties"), ------------------------ from any and all charges, complaints, claims, controversies, demands, rights, disputes, claims and demands for damages, losses, sums due, indemnity, suits, debts, interest, costs, or injuries, and causes of action of any nature whatsoever, known or unknown, asserted or unasserted, accrued or not accrued (individually a "Claim" and collectively "Claims") arising prior to or existing ----- ------ at the Effective Date that any of the Executive Releasing Parties may have or allege to have against any of the Company Released Parties. This release includes, but is not limited to, any claim or cause of action for discrimination under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans With Disabilities Act, or any other statutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein to the contrary, this release shall not apply to Claims arising out of the following matters: (a) the obligations and agreements of the Company, MPAC and EnCap under this Agreement and the enforcement of Executive's =s rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date of this Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents that he has not transferred or assigned, or purported to assign or transfer, and covenants not to make any transfer or assignment, to any person or entity any Claim involving any of the Company Released Parties or any portion thereof or interest therein.

Release by Executive. In consideration Executive hereby releases, covenants not to xxx and holds harmless the Company and any direct or indirect parent, subsidiary or affiliate of the Separation Payment Company (collectively, the "Company Entities") and -------------------- as a material inducement to their respective employee benefit plans, together with the Companydirectors, MPAC trustees, officers, employees and EnCap to enter into this Agreementagents of the Company Entities, Executive, for himself and his their respective heirs, executors, executors and administrators, trustees, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as collectively, the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCap, and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, and all persons acting by, through, under or in concert with any of them (such persons are referred to herein collectively as the "Company Released Parties"), ------------------------ with respect to and from any and all charges, complaints, claims, controversieswages, demands, rights, disputesliens, claims and demands for damagesagreements, lossescontracts, sums duecovenants, indemnityactions, suits, causes of action, obligations, debts, interest, costs, or injuriesexpenses, attorneys' fees, damages, judgments, orders and causes of action liabilities of any kind whatsoever or nature whatsoeverin law, known equity or unknownotherwise, asserted or unasserted, accrued or not accrued (individually a "Claim" and collectively "Claims") arising prior to or existing ----- ------ at the Effective Date that any of the Executive Releasing Parties may have or allege to have against any of the Company Released Parties. This release includesincluding, but is not limited to, any claim or cause claims arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act of action for discrimination under 1990, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Equal Pay Act, the Employee Retirement Income Security Act of 1986, the Fair Labor Standards Act, and the Americans With Disabilities ActConsolidated Omnibus Budget Reconciliation Act of 1986, whether now or any other statutory hereafter known or common law cause of action providing rights for employees unknown, suspected or unsuspected (collectively, "Claims"), which Executive may have against their employers. Notwithstanding any provision herein to (i) the contrary, this release shall not apply to Claims Company Entities arising out of any act or omission occurring before the following matters: (a) the obligations and agreements date hereof, including, without limitation, claims arising out of or in connection with Executive's employment by any of the Company, MPAC and EnCap under this Agreement and Company Entities or the enforcement termination of Executive's rights hereunder; employment or (bii) the obligations Released Parties other than the Company Entities arising out of any act or omission occurring before the date hereof relating in any manner to the business of the Company as to indemnification and insurance as to Entities, including, without limitation, claims arising out of or in connection with Executive's employment by any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company Entities or the termination of Executive's employment; provided, however, that this Agreement shall not operate so as they exist on the date of this Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or terminate any of the matters covered provisions of the Other Agreements that have not by their own terms already expired except to the release in this Section 5extent specifically stated herein. --------- Executive represents that he has not transferred assigned any Claim or assignedportion thereof. Notwithstanding the foregoing, or purported to assign or transfer, and covenants this Section 1 shall not to make any transfer or assignment, be effective with respect to any person Released Party that makes any claim against Executive covered by Section 2 hereof or entity any Claim involving any of the that would have been covered by Section 2 hereof if such Released Party were a Company Released Parties or any portion thereof or interest thereinEntity.

Release by Executive. In consideration (a) Executive on behalf of the Separation Payment and -------------------- as a material inducement to the Companyhimself, MPAC and EnCap to enter into this Agreement, Executive, for himself and his heirs, executors, administratorsadministrators and assigns, trusteesdoes hereby knowingly and voluntarily release, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits acquit and forever discharges (to --------------------------- discharge the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC Company and EnCap, its related and their respective owners, stockholders, predecessorsaffiliated entities, successors, assignsassigns and past, agentspresent and future shareholders, directors, trustees, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurersagents, and all persons acting by, through, under or in concert with any of them attorneys (such persons are referred to herein collectively as the "Company “Released Parties"), ------------------------ ”) from and against any and all charges, complaints, claims, cross-claims, third-party claims, counterclaims, contribution claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, rights, disputes, claims and demands for damagescosts, losses, sums due, indemnity, suits, debts, interest, costs, or injuries, debts and causes of action expenses of any nature whatsoever, known or unknown, asserted suspected or unassertedunsuspected, accrued foreseen or not accrued (individually a "Claim" unforeseen, matured or unmatured, which, at any time up to and collectively "Claims") arising prior to including the date hereof, exists, have existed, or existing ----- ------ at the Effective Date that may arise from any of the Executive Releasing Parties may have or allege to have against any of the Company Released Parties. This release includesmatter whatsoever occurring, including, but is not limited to, any claim claims arising out of or cause in any way related to Executive’s employment with the Company and its related and affiliated entities and the conclusion thereof or the stock options, which Executive, or any of action his heirs, executors, administrators and assigns and affiliates and agents ever had, now has or at any time hereafter may have, own or hold against the Released Parties. Executive acknowledges that in exchange for discrimination this release, the Company is providing Executive with total consideration, financial or otherwise, which exceeds what Executive would have been given without the release. By executing this Agreement, Executive is waiving all claims against the Released Parties arising under federal, state and local labor and antidiscrimination laws and any other restriction on the right to terminate employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., 42 U.S.C. § 1981, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, and as amended by the Older Worker Benefit Protection Act, the Americans With with Disabilities Act, the Family and Medical Leave Act, the Illinois Human Rights Act, or for breach of contract (including, without limitation, the Employment Agreement or the stock options), for misrepresentation, for defamation, for wrongful discharge under the common law of any state, for infliction of emotional distress or for any other statutory or tort under the common law cause of action providing rights for employees against their employersany state. Notwithstanding any provision herein to the contrary, this This release shall not apply run to Claims arising out of the following matters: (a) the obligations and agreements of the Company, MPAC be binding upon Executive and EnCap under this Agreement his heirs and the enforcement of Executive's rights hereunder; assigns. (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date of this AgreementEXECUTIVE SPECIFICALLY WAIVES AND RELEASES THE RELEASED PARTIES FROM ALL CLAIMS EXECUTIVE MAY HAVE AS OF THE DATE OF EXECUTION OF THIS AGREEMENT (“EXECUTION DATE”) REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, 29 U.S.C. § 621 (“ADEA”), INCLUDING ANY CLAIMS BASED ON THE CONCLUSION OF EXECUTIVE’S EMPLOYMENT BY THE COMPANY. EXECUTIVE FURTHER AGREES: (A) THAT EXECUTIVE’S WAIVER OF RIGHTS UNDER THIS RELEASE IS KNOWING AND VOLUNTARY AND IN COMPLIANCE WITH THE OLDER WORKER’S BENEFIT PROTECTION ACT OF 1990; or (B) THAT EXECUTIVE UNDERSTANDS THE TERMS OF THIS RELEASE; (C) THAT THE BENEFITS CALLED FOR IN THIS AGREEMENT WOULD NOT BE PROVIDED TO ANY EMPLOYEE TERMINATING HIS EMPLOYMENT WITH THE COMPANY AND ITS RELATED AND AFFILIATED ENTITIES WHO DID NOT SIGN A RELEASE SIMILAR TO THIS RELEASE, THAT SUCH PAYMENTS AND BENEFITS WOULD NOT HAVE BEEN PROVIDED HAD EXECUTIVE NOT SIGNED THIS RELEASE, AND THAT THE PAYMENTS AND BENEFITS ARE IN EXCHANGE FOR THE SIGNING OF THIS RELEASE; (D) THAT EXECUTIVE HAS BEEN ADVISED IN WRITING BY THE COMPANY AND ITS RELATED AND AFFILIATED ENTITIES TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE; (E) THAT THE COMPANY AND ITS RELATED AND AFFILIATED ENTITIES HAVE GIVEN EXECUTIVE A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS RELEASE; (F) THAT EXECUTIVE REALIZES THAT FOLLOWING EXECUTIVE’S EXECUTION OF THIS RELEASE, EXECUTIVE HAS SEVEN (7) DAYS IN WHICH TO REVOKE THIS RELEASE BY WRITTEN NOTICE TO THE COMPANY AND IF NOT REVOKED THIS RELEASE SHALL BE EFFECTIVE ON THE EIGHTH DAY AFTER THE DELIVERY DATE, (G) THAT THIS ENTIRE AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT IF EXECUTIVE CHOOSES TO SO REVOKE, AND IF EXECUTIVE CHOOSES NOT TO SO REVOKE, THAT HIS RELEASE THEN BECOMES EFFECTIVE AND ENFORCEABLE, AND (H) EXECUTIVE DOES NOT RELEASE OR WAIVE ANY RIGHT OR CLAIM WHICH HE MAY HAVE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFITS PROTECTION ACT, WHICH ARISES AFTER THE EXECUTION DATE; PROVIDED THAT EXECUTIVE ACKNOWLEDGES AND AGREES THAT ANY CLAIM UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT RELATING TO HIS SEPARATION FROM EMPLOYMENT WITH THE COMPANY OR COMPENSATION OR EMPLOYEE BENEFITS ISSUES HAS ARISEN PRIOR TO THE EXECUTION DATE. (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release Nothing contained in this Section 5. --------- Executive represents that he has not transferred or assigned, or purported to assign or transfer, and covenants not to make any transfer or assignment, to any person or entity any Claim involving any of 11 shall release the Company Released Parties from any obligation under this Agreement, from claims for indemnification or any portion thereof other obligations under the Indemnity Agreement dated February 15, 2000 or interest thereinfor vested benefits under the Company’s qualified employee retirement benefit plans.

Release by Executive. (a) In consideration of this Separation Agreement and the monies and other good and valuable consideration provided to Executive pursuant to this Separation Payment and -------------------- as a material inducement to the Company, MPAC and EnCap to enter into this Agreement, ExecutiveExecutive hereby irrevocably and unconditionally releases, for himself waives and his heirsforever discharges Bucyrus, executors, administrators, trustees, successors and assigns and any other person predecessor company or entity claiming through any affiliate or on behalf of Executive subsidiary companies (such persons are referred to herein collectively as the "Executive Releasing PartiesReleasees"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCap, and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, and all persons acting by, through, under or in concert with any of them (such persons are referred to herein collectively as the "Company Released Parties"), ------------------------ from any and all chargesactions, complaintscauses of action, claims, controversiesdemands, demandsdamages, rights, disputesremedies and liabilities of whatever kind or character, claims and demands for damagesin law or equity, lossessuspected or unsuspected, sums duepast or present, indemnity, suits, debts, interest, costs, that he has ever had or injuries, and causes of action of any nature whatsoever, known may now have (even if later asserted) against the Releasees or unknown, asserted or unasserted, accrued or not accrued (individually a "Claim" and collectively "Claims") arising prior to or existing ----- ------ at the Effective Date that any of them arising out of or related to Executive's employment and positions with Bucyrus or the Executive Releasing Parties may have termination of that employment and those positions, from the beginning of time, including without limitation: (i) any claims arising from any federal, state and/or local labor or allege to have against any of civil rights laws including, without limitation, the Company Released Parties. This release includes, but is not limited to, any claim or cause of action for discrimination under Title VII of the federal Civil Rights Act Acts of 19641866, 1871, 1964 and 1991, the Age Discrimination in Employment Act of 1967, as amended by, inter alia, the Older Workers Benefit Protection Act of 1990, the Workers' Adjustment and Retraining Notification Act, and the Americans With Disabilities ActEmployee Retirement Income Security Act of 1974, or any other statutory or common law cause as amended, the Consolidated Omnibus Budget Reconciliation Act of action providing 1985 (except Executive shall have COBRA rights for employees against their employers. Notwithstanding any provision herein to the contrary, this release shall not apply to Claims arising out of the following matters: termination of his employment with Bucyrus), the Americans with Disabilities Act of 1990, the Wisconsin Fair Employment Act and employment and labor laws, as each may have been amended from time to time, and (aii) any and all other claims occuring on or before the obligations Execution Date arising under or in regard to any contract, any and agreements all other federal, state or local constitutions, statutes, rules or regulations, or under any common law right of any kind whatsoever, or under the Companylaws of any country or political subdivision, MPAC and EnCap under this Agreement and the enforcement including, without limitation, any claim for any kind of Executive's rights hereunder; tortious conduct (including but not limited to any defamation, business tort or intentional infliction of emotional distress), breach of contract, promissory or equitable estoppel, breach of Bucyrus' policies, rules, regulations, handbooks or manuals, breach of express or implied covenants of good faith, wrongful termination, discharge or dismissal. (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date Execution of this Agreement; or (c) Separation Agreement by Executive operates as a complete bar and defense against any rights of and all claims against the Releasees. If Executive under COBRA. Executive further covenants not to xxxshould hereafter raise any action, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or proceeding against any of the matters covered by Releasees, the release in this Section 5. --------- Executive represents that he has not transferred or assigned, or purported to assign or transfer, Separation Agreement may be raised as and covenants not to make any transfer or assignment, shall constitute a complete bar to any person such action, claim or entity any Claim involving any of proceeding and the Company Released Parties or any portion thereof or interest thereinReleasees shall recover from Executive all costs incurred including attorneys' fees. Nothing contained herein is intended to prevent Executive from enforcing this Separation Agreement.

Release by Executive. In consideration of the Separation Payment Executive (for himself, his heirs, assigns and -------------------- as a material inducement to executors) releases and forever discharges the Company, MPAC all of its affiliates, and EnCap to enter into this Agreement, Executive, for himself and his heirs, executors, administrators, trustees, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCap, its and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employeesagents, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, ad- visors and all persons acting by, through, under or in concert with any of them (such persons are referred to herein collectively as the "Company Released Parties"), ------------------------ employees from any and all charges, complaints, claims, controversiessuits, demands, rightscauses of action, disputescontracts, claims and demands for damagescovenants, losses, sums due, indemnity, suitsobligations, debts, interest, costs, expenses, attorneys' fees, liabilities of whatever kind or injuriesnature in law or in equity, and causes of action of any nature whatsoeverby statute or otherwise, whether now known or unknown, asserted vested or unassertedcontingent, accrued suspected or unsuspected, and whether or not accrued concealed or hidden, which have existed or may have existed, or which do exist, through the date this Separation Agreement becomes effective and enforceable, (individually a "Claim" and collectively collectively, "Claims") of any kind, which relate in any way to Executive's employment with the Company or the termination of that employment, except those Claims arising prior to or existing ----- ------ at the Effective Date that any out of the Executive Releasing Parties may have or allege to have against any performance of this Separation Agreement and Executive's rights under the employee benefit plans of the Company Released PartiesCompany. This release includesSuch released Claims include, but is not limited towithout in any way limiting the generality of the foregoing language, any claim or cause and all Claims of action for employment discrimination under any local, state, or federal law or ordinance, including, without limitation, Title VII of or the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967, as amended; or the South Carolina Human Rights Act. (a) In signing this Separation Agreement, Executive acknowledges that he intends that it shall be effective as a bar to each and every one of the Americans With Disabilities ActClaims hereinabove mentioned or implied. Executive expressly consents that this Separation Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. Executive acknowledges and agrees that this waiver is an essential and material term of this Separation Agreement and without such waiver the Company would not have made or agreed to make, the Severance Payments described in paragraph 2. Executive further agrees that in the event he brings his own Claim in which he seeks damages against the Company, or in the event he seeks to recover against the Company in any other statutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein to the contraryClaim brought by a governmental agency on his behalf, this release shall not apply serve as a complete defense to Claims arising out of the following matters: (a) the obligations and agreements of the Company, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; such Claims. (b) the obligations By signing this Separation Agreement, Executive acknowledges that he: (i) has been given twenty-one days after receipt of this separation Agreement within which to consider it; (ii) has carefully read and fully understands all of the Company as provisions of this Separation Agreement; (iii) knowingly and voluntarily agrees to indemnification and insurance as to any existing or future Claim involving Executive as all of the terms set forth in this Separation Agreement; (iv) knowingly and voluntarily agrees to be legally bound by this Separation Agreement; (v) has been advised and encouraged in writing (via this agreement) to consult with an attorney of his own choosing prior to signing this Separation Agreement; and (vi) understands that this Separation Agreement, including the Certificate of Incorporation or Bylaws of release, shall not become effective and enforceable until the Company as they exist on the date eighth day following execution of this Separation Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents that he has not transferred or assigned, or purported to assign or transfer, and covenants not that at any time prior to make any transfer or assignment, to any person or entity any Claim involving any of the Company Released Parties or any portion thereof or interest thereineffective day he can revoke this Separation Agreement.

Release by Executive. In (a) Executive, for and in consideration of the Separation Payment commitments of the Company as set forth in Section 7 of this Agreement, and -------------------- as a material inducement intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, MPAC its affiliates, subsidiaries and EnCap to enter into this Agreementparents, Executiveand its officers, for himself directors, employees, and his agents, and its and their respective successors and assigns, heirs, executors, administrators, trustees, successors and assigns and any other person or entity claiming through or on behalf of Executive administrators (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Datecollectively, the Company, MPAC and EnCap, and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, and “Releasees”) from all persons acting by, through, under or in concert with any causes of them (such persons are referred to herein collectively as the "Company Released Parties"), ------------------------ from any and all charges, complaints, claims, controversies, demands, rights, disputes, claims and demands for damages, losses, sums due, indemnityaction, suits, debts, interestclaims and demands whatsoever in law or in equity, costswhich Executive ever had, now has, or injurieshereafter may have, and causes of action of any nature whatsoever, whether known or unknown, asserted or unassertedwhich Executive’s heirs, accrued executors, or not accrued (individually a "Claim" administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of Executive’s employment to the date of this Agreement, and collectively "Claims") arising prior to or existing ----- ------ at the Effective Date that any particularly, but without limitation of the Executive Releasing Parties may have foregoing general terms, any claims arising from or allege relating in any way to have against any Executive’s employment relationship with the Company, the terms and conditions of that employment relationship, and the Company Released Parties. This release includestermination of that employment relationship, including, but is not limited to, any claim or cause of action for discrimination claims arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the The Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans With with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, Chapter 151B of the General Laws of Massachusetts, the Massachusetts Civil Rights Act and any other claims under any federal, state or local common law, statutory, or regulatory 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 or express contract or discrimination of any sort. (b) To the fullest extent permitted by law, and subject to the provisions of Section 14 below, Executive represents and affirms that Executive has not filed or caused to be filed on Executive’s behalf any claim for relief against the Company or any other statutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein Releasee and, to the contrarybest of Executive’s knowledge and belief, this release shall no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Executive’s behalf; (ii) Executive has not apply reported any improper, unethical or illegal conduct or activities to Claims arising out of the following matters: (a) the obligations and agreements any supervisor, manager, department head, human resources representative, agent or other representative of the Company, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations to any member of the Company’s legal or compliance departments, or to the ethics hotline, and has no knowledge of any such improper, unethical or illegal conduct or activities; and (iii) Executive will not file, commence, prosecute or participate in any judicial or arbitral action or proceeding against the Company as to indemnification and insurance as to or any Releasee based upon or arising out of any act, omission, transaction, occurrence, contract, claim or event existing or future Claim involving Executive as set forth in the Certificate of Incorporation occurring on or Bylaws of the Company as they exist on before the date of this Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents that he has not transferred or assigned, or purported to assign or transfer, and covenants not to make any transfer or assignment, to any person or entity any Claim involving any of the Company Released Parties or any portion thereof or interest therein.

Release by Executive. In consideration of the Separation Payment -------------------- and -------------------- as a material inducement to the Company, MPAC and EnCap to enter into this Agreement, Executive, for himself and his heirs, executors, administrators, trustees, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), --------------------------- releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCap, and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, and all persons acting by, through, under or in concert with any of them (such persons are referred to herein collectively as the "Company Released Parties"), ------------------------ from any and all ------------------------ charges, complaints, claims, controversies, demands, rights, disputes, claims and demands for damages, losses, sums due, indemnity, suits, debts, interest, costs, or injuries, and causes of action of any nature whatsoever, known or unknown, asserted or unasserted, accrued or not accrued (individually a "Claim" and collectively "Claims") ----- ------ arising prior to or existing ----- ------ at the Effective Date that any of the Executive Releasing Parties may have or allege to have against any of the Company Released Parties. This release includes, but is not limited to, any claim or cause of action for discrimination under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans With Disabilities Act, or any other statutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein to the contrary, this release shall not apply to Claims arising out of the following matters: (a) the obligations and agreements of the Company, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date of this Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents that he has not transferred or assigned, or purported to assign or transfer, and covenants not to make any transfer or assignment, to any person or entity any Claim involving any of the Company Released Parties or any portion thereof or interest therein.

Release by Executive. In consideration of the Separation Payment and -------------------- as a material inducement to the Company, MPAC and EnCap to enter into this Agreement, Executive, for on behalf of himself and his heirs, executors, administratorsadministrators and legal representatives (collectively, trustees, successors the “Releasors”) hereby irrevocably and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits unconditionally releases and forever discharges the Company and its subsidiaries and affiliates (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Datecollectively, the Company, MPAC “Releasees”) from (and EnCap, and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, and all persons acting by, through, under or in concert with any of indemnifies them (such persons are referred to herein collectively as the "Company Released Parties"), ------------------------ from against) any and all charges, complaints, claims, controversiesactions, causes of action, rights, judgments, obligations, damages, demands, rightsaccountings or liabilities of whatever kind or character, disputes, claims and demands for damages, losses, sums due, indemnity, suits, debts, interest, costs, or injuries, and causes of action of any nature whatsoever, whether known or unknown, asserted whether now existing or unassertedhereafter arising, accrued at law or not accrued (individually a "Claim" in equity, that the Releasors may have, may have had, or may hereafter have, and collectively "Claims") arising that are based in whole or in part on facts existing prior to or existing ----- ------ at the Effective Date that date of this Agreement (collectively, “Claims”), including without limitation any of the Executive Releasing Parties may have or allege to have against any of the Company Released Parties. This release includes, but is not limited to, any claim or cause of action for discrimination under Claims based on Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and ; the Americans With Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974 (except as to claims pertaining to vested benefits under employee benefit plans maintained by the Releasees); the New York State and New York City Human Rights Laws, the New York Labor Law; the Occupational Safety and Health Act; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Immigration Reform and Control Act; any common law, public policy, contract (whether oral or written, express or implied) or tort law; and any other local, state, federal or foreign law, regulation or ordinance, and that arise out of, or any other statutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein to the contraryrelate to, this release shall not apply to Claims arising out of the following matters: (a) the obligations and agreements of the Company, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date of this Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx’s employment with, or assist any other person to xxxservices for, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents that he has not transferred or assignedits affiliates, or purported to assign the termination of such employment or transferservices; provided, and covenants however, that this paragraph shall not to make any transfer release (i) Executive’s rights arising under or assignmentpreserved by this Agreement, to any person or entity any Claim involving any (ii) Executive’s rights as a shareholder of the Company Released Parties or (iii) any portion thereof claims based on any act or interest thereinomission of a Releasee which constitutes willful misconduct, gross negligence or fraud.

Release by Executive. In consideration of the Separation Payment (a) Executive (for herself, her heirs, assigns or executors) releases and -------------------- as a material inducement to forever discharges the Company, MPAC and EnCap to enter into this Agreement, Executive, for himself and his heirs, executors, administrators, trustees, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCapits affiliates, and its and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, agents and all persons acting by, through, under or in concert with any of them employees (such persons are referred to herein collectively as the "Company Released PartiesEntities"), ------------------------ ) from any and all charges, complaints, claims, controversiessuits, demands, rightscauses of action, disputescontracts, claims and demands for damagescovenants, losses, sums due, indemnity, suitsobligations, debts, interest, costs, expenses, attorneys' fees, liabilities of whatever kind or injuriesnature in law or equity, and causes of action of any nature whatsoever, by statute or otherwise whether now known or unknown, asserted vested or unassertedcontingent, accrued suspected or unsuspected, and whether or not accrued (individually a "Claim" and collectively "Claims") arising prior to concealed or existing ----- ------ at the Effective Date that any of the Executive Releasing Parties hidden, which have existed or may have or allege to have against any of the Company Released Parties. This release includes, but is not limited to, any claim or cause of action for discrimination under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans With Disabilities Actexisted, or any other statutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein to the contrarywhich do exist, this release shall not apply to Claims arising out of the following matters: (a) the obligations and agreements of the Company, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on through the date of this Agreement; Amendment ("Claims"), of any kind, which relate in any way to Executive's employment with the Company. (b) In signing this Amendment, Executive acknowledges that she intends that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Executive expressly consents that this Amendment shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (c) notwithstanding any rights state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. Executive under COBRAacknowledges and agrees that this waiver is an essential and material term of this Amendment and without such waiver the Company would not have agreed to the benefits described in Section 1 hereof. Executive further covenants not to xxxagrees that in the event she brings her own Claim in which she seeks damages against the Company, or assist any other person in the event she seeks to xxx, recover against the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents that he has not transferred or assigned, or purported to assign or transfer, and covenants not to make any transfer or assignment, to any person or entity any Claim involving any of the Company Released Parties or any portion thereof or interest thereinbrought by a governmental agency on her behalf, this Amendment shall serve as a complete defense to such Claims.

Release by Executive. In consideration of the Separation Payment (a) Executive (for himself, his heirs, assigns or executors) releases and -------------------- as a material inducement to forever discharges the Company, MPAC and EnCap to enter into this Agreement, Executive, for himself and his heirs, executors, administrators, trustees, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCapits affiliates, and its and their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, insurers, agents and all persons acting by, through, under or in concert with any of them employees (such persons are referred to herein collectively as the "Company Released PartiesEntities"), ------------------------ ) from any and all charges, complaints, claims, controversiessuits, demands, rightscauses of action, disputescontracts, claims and demands for damagescovenants, losses, sums due, indemnity, suitsobligations, debts, interest, costs, expenses, attorneys' fees, Liabilities of whatever kind or injuriesnature in law or equity, and causes of action of any nature whatsoever, by statute or otherwise whether now known or unknown, asserted vested or unassertedcontingent, accrued suspected or unsuspected, and whether or not accrued (individually a "Claim" and collectively "Claims") arising prior to concealed or existing ----- ------ at the Effective Date that any of the Executive Releasing Parties hidden, which have existed or may have or allege to have against any of the Company Released Parties. This release includes, but is not limited to, any claim or cause of action for discrimination under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans With Disabilities Actexisted, or any other statutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein to the contrarywhich do exist, this release shall not apply to Claims arising out of the following matters: (a) the obligations and agreements of the Company, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on through the date of this Agreement; Amendment ("Claims"), of any kind, which relate in any way to Executive's employment with the Company. (b) In signing this Amendment, Executive acknowledges that he intends that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Executive expressly consents that this Amendment shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (c) notwithstanding any rights state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. Executive under COBRAacknowledges and agrees that this waiver is an essential and material term of this Amendment and without such waiver the Company would not have agreed to the benefits described in Section 1 hereof. Executive further covenants not to xxxagrees that in the event he brings his own Claim in which he seeks damages against the Company, or assist any other person in the event he seeks to xxx, recover against the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents that he has not transferred or assigned, or purported to assign or transfer, and covenants not to make any transfer or assignment, to any person or entity any Claim involving any of the Company Released Parties or any portion thereof or interest thereinbrought by a governmental agency on his behalf, this Amendment shall serve as a complete defense to such Claims.

Release by Executive. In consideration of Except as specifically provided in this Agreement or the Separation Payment and -------------------- as a material inducement to Stock Agreements, Executive hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS, FOREVER FULLY DISCHARGES AND COVENANTS NOT TO XXX OR OTHERWISE PARTICIPATE IN ANY ACTION AGAINST the Company, MPAC and EnCap to enter into this Agreement, Executive, for himself and his heirs, executors, administrators, trusteesits predecessors, successors and assigns and any other person or entity claiming through or on behalf of Executive (such persons are referred to herein collectively as the "Executive Releasing Parties"), releases, acquits and forever discharges (to --------------------------- the fullest extent permitted by applicable law), effective as of the Effective Date, the Company, MPAC and EnCapassigns, and their respective owners, stockholders, predecessors, successors, assigns, agents, the current and former directors, officers, employees, representativesagents, attorneys, divisionsrepresentatives, subsidiaries, affiliates, insurerspredecessors, and insurers and reinsurers of said corporations, firms, associations, partnerships and entities, and their guardians, successors, assigns, heirs, executors and administrators (all of which persons acting by, through, under or in concert with any of them (such persons and entities are hereinafter collectively referred to herein collectively as the "Company Released PartiesExecutive Releasees"), ------------------------ from or regarding any and all chargesclaims, counterclaims, actions, causes of action, cross-claims, complaints, claimsgrievances, promises, liabilities, obligations, agreements, damages, rights, debts, demands, controversies, demands, rights, disputes, claims and demands for damagescosts, losses, sums dueand expenses (including, indemnitywithout limitation, suitsattorneys' fees, debtscourt costs and expenses) of whatever nature or kind, interest, costsin law or in equity, or injuriesotherwise, and causes of action of any nature whatsoever, whether now known or unknown, asserted which the Executive now has or unasserted, accrued or not accrued (individually a "Claim" and collectively "Claims") arising may ever have had prior to the "Effective Date" (as defined in Section 12 hereof) against all or existing ----- ------ at the Effective Date that any of the Executive Releasing Parties may have Releasees. Without limiting the foregoing, except as provided in this Agreement, the release and covenant not to xxx set forth in the immediately preceding sentence applies to all claims under any municipal, local, state or allege to have against federal law, common or statutory, for any of the Company Released Parties. This release includesactions or omissions, but is not limited whether known or unknown, that arise from, relate to, or are in any claim or cause way connected with claims of action for discrimination breach of contract and wrongful termination and claims arising under Title VII of the Civil Rights Act of 1964, the Federal Age Discrimination in Employment Act, and the Americans With Disabilities Act, or any other statutory federal, state or local laws prohibiting employment discrimination or claims growing out of any legal restrictions on the Company's right to terminate its employees. This release and covenant not to xxx applies to all claims relating to Executive's employment by the Company including all claims based on the Executive's Employment Related Agreements. This release and covenant not to xxx also applies to all common law cause claims including breach of action providing rights for employees against their employers. Notwithstanding contract, fraud, negligence, negligent misrepresentation, and any provision herein to the contraryother tort or contract claim, this release shall not apply to Claims arising out of the following matters: (a) the obligations and agreements of the CompanyEXCEPT AS PROVIDED IN AND SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, MPAC and EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date of this Agreement; or (c) any rights of Executive under COBRATHIS IS A FULL, COMPLETE AND GENERAL RELEASE. Executive further covenants not to xxx, or assist any other person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the matters covered by the release in this Section 5. --------- Executive represents and warrants that he has not transferred or assigned, or purported to assign or transfer, and covenants not to make heretofore assigned any transfer or assignment, claims that he may have against the Executive Releasees to any other person or entity any Claim involving entity. Notwithstanding any of the foregoing, the Company Released Parties or any portion thereof or interest thereinacknowledges that Executive may be subject to civil process (including subpoenas issued by legal authorities) that may require him to provide testimony regarding his employment with the Company.