Common use of Release by Executive Clause in Contracts

Release by Executive. Executive, on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors and anyone else claiming through him (the “Executive Parties”), and each of them, hereby releases and discharges and covenants not to xxx Parent, Employer and each of their respective divisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respective assignees, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees, past or present, and all persons acting by, through, under or in concert with any of them (individually and collectively, the “Company Parties”), from and with respect to any and all liabilities, claims, causes of action, agreements, obligations, demands, liens, charges, suits, complaints, grievances, contracts, promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed or omitted on or prior to the date of this Release, including, without limiting the generality of the foregoing, any claim under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act, or any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executive with respect to: (a) rights under Section 1(c) of the Employment Agreement and (b) any rights as an equityholder of Parent or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that may not be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred.

Release by Executive. Executive, on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors and anyone else claiming through him (the “Executive Parties”), and each of them, hereby releases and discharges and covenants not to xxx Parent, Employer and each of their respective divisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respective assignees, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees, past or present, and all persons acting by, through, under or in concert with any of them (individually and collectively, the “Company Parties”), from and with respect to any and all liabilities, claims, causes of action, agreements, obligations, demands, liens, charges, suits, complaints, grievances, contracts, promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed or omitted on or prior to the date of this Release, including, without limiting the generality of the foregoing, any claim under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act, or any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executive with respect to: (a) rights under Section 1(c1(d) of the Employment Agreement and (b) any rights as an equityholder of Parent or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that may not be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred.from

Release by Executive. Executive, on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors and anyone else claiming through him (the “Executive Parties”), and each of them, hereby releases and discharges and covenants not to xxx sue Parent, Employer and each of their respective divisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respective assignees, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees, past or present, present and all persons acting by, through, under or in concert with any of them (individually and collectively, the “Company Parties”), from and with respect to any and all liabilities, claims, causes of action, agreements, obligations, demands, liens, charges, suits, complaints, ” grievances, contracts, promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known or unknown, suspected or unsuspected, ‘that Executive or any of the Executive Parties may have through the date upon which the Executive executes this Release, including, but not limited to, any claim resulting from any act or omission by or on the part of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed or or~ omitted on or prior to the date of this Release, including, without limiting the generality of the foregoing, any claim under the the. Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Employee Retirement Income Security Income-.Security Act of 1974, the Rehabilitation Act, or any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executive with respect to: (a) rights under Section 1(c1 (e) of the Employment Agreement and (b) any rights as an equityholder of Parent or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISAERIS A, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that may not be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any and other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred.

Release by Executive. Executive, on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors and anyone else claiming through him (the “Executive Parties”), and each of them, hereby releases and discharges and covenants not to xxx Parent, Employer and each of their respective divisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respective assignees, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees, past or present, and all persons acting by, through, under or in concert with any of them (individually and collectively, the “Company Parties”), from and with respect to any and all liabilities, claims, causes of action, agreements, obligations, demands, liens, charges, suits, complaints, grievances, contracts, promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed or omitted on or prior to the date of this Release, including, without limiting the generality of the foregoing, any claim under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act, the Georgia Equal Pay Act, the Georgia Prohibition of Age Discrimination in Employment Act, the Georgia Equal Employment for Persons with Disabilities Code, or any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executive with respect to: (a) rights under Section 1(c) of the Employment Agreement and (b) any rights as an equityholder of Parent or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that may not be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred.

Release by Executive. ExecutiveExecutive will forever release for himself, on his own behalf marital community, and on behalf of his descendants, dependents, heirs, executors, administrators, respective heirs and/or assigns and successors and anyone else claiming through him (the “"Executive Parties”"), the Company and each any and all of themits parents, hereby releases and discharges and covenants not to xxx Parentsubsidiaries, Employer and each of their respective divisionsdirectors, Subsidiariesofficers, parents or Affiliatesemployees, past and presentequity holders, and each of themagents, as well as their respective assigneesrepresentatives, attorneys, insurers, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees, past or present, and all persons acting by, through, under or in concert with any of them assigns (individually and collectively, the “"Company Parties”"), from and ANY AND ALL RIGHTS, CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES, PENALTIES, FEES, COSTS, EXPENSES, AND LIABILITIES, OF ANY NATURE WHATSOEVER, WIDCH HE HAS, HAD, OR MAY HAVE AGAINST THE COMPANY OR ANY OR ALL OF THE COMPANY PARTIES IN CONNECTION WITH ANY CAUSE OR MATTER WHATSOEVER, WHETHER KNOWN OR UNKNOWN TO THE PARTIES AT THE DATE OF THIS AGREEMENT AND INCLUDING, WITHOUT LIMITATION, ALL MATTERS RELATED TO EXECUTIVE'S EMPLOYMENT AGREEMENT AND HIS EMPLOYMENT WITH THE COMPANY AND THE TERMINATION OF HIS EMPLOYMENT. By signing this Agreement, Executive agrees to FULLY WAIVE AND RELEASE ALL CLAIMS arising out of, or relating to, his employment with respect to the Company, his termination from employment with the Company, or his resignation of any and all liabilities, claims, causes of action, agreements, obligations, demands, liens, charges, suits, complaints, grievances, contracts, promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part position as officer of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed or omitted on or prior to the date of this ReleaseCompany, including, without limiting the generality of the foregoingWITH RESPECT TO, any claim under or other proceeding arising under: ● The Civil Rights Act of 1866 ("Section 1981"); ● Title VII of the Civil Rights Act of 1866, 1964 as amended by the Civil Rights Act of 1871, the Civil Rights Act of 1964, the 1991 ("Title VII"); ● The Americans with Disabilities Act, the Act ("ADA"); The Age Discrimination in Employment Act ("ADEA''); ● The Labor Management Relations Act ("LMRA"); ● The National Labor Relations Act ("NLRA"); ● The Fair Labor Standards Act ("FLSA"); ● The Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 19331993 ("FMLA"); ● The California Civil Rights Act; ● The California Employment Protection Act; ● Any common law or statutory cause of action arising out of Executive's employment or termination of employment with the Company; and/or ● Any common law or statutory cause of action arising out of Executive's resignation of any position as an officer of the Company. This Agreement completely bars any action or suit before any court, the Securities Exchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Actarbitral, or any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing administrative body with respect to employmentany claim under federal, whether express state, local, or implied, and any tort of any nature with respect to employment, and for any relief other law relating to employmentthis Agreement or to Executive's employment and/or termination of employment with the Company or its predecessors, no matter how denominatedsubsidiaries, including but not limited to wagessuccessors, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the assigns. The foregoing release does not apply shall NOT operate to release, waive, or otherwise impair (i) any obligation right to indemnification by the Company that Executive may have pursuant to the Company's current Certificate of Employer Incorporation or Bylaws or as otherwise provided by applicable law; (ii) any right to Executive with respect to: coverage or protection under any Directors & Officers Liability Insurance Policy maintained by the Company relating to the period of Executive's employment; (aiii) rights under Section 1(c) any claims, rights, or remedies arising from the obligations of the Employment Agreement and Company under this Agreement; (biv) any rights as an equityholder of Parent claims, rights, or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim remedies that Executive may have and which may not be released as a matter of or waived under applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) law or (iiv) reporting possible violations of federal law or regulation to, otherwise communicating with or participating any right to participate in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred("EEOC") or other federal, state, or local agency investigation, hearing, or proceeding or to file a charge before the EEOC, but Executive waives any right to recover any sum from the Company in connection with any such charge, investigation, hearing, or proceeding.

Release by Executive. Executive, on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors and anyone else claiming through him (the “Executive Parties”), and each of them, hereby releases and discharges and covenants not to xxx Parent, Employer and each of their respective divisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respective assignees, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees, past or present, and all persons acting by, through, under or in concert with any of them (individually and collectively, the “Company Parties”), from and with respect to any and all liabilities, claims, causes of action, agreements, obligations, demands, liens, charges, suits, complaints, grievances, contracts, promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed or omitted on or prior to the date of this Release, including, without limiting the generality of the foregoing, any claim under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act, the Georgia Equal Pay Act, the Georgia Prohibition of Age Discrimination in Employment Act, the Georgia Equal Employment for Persons with Disabilities Code or any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executive with respect to: (a) rights under Section 1(c) of the Employment Agreement and Agreement, (b) any rights as an equityholder of Parent or its SubsidiariesSubsidiaries and (c) any rights Executive may have in the Company’s benefit plans, including any retirement plans that have accrued or vested prior to the Separation or that are intended, under the terms of such plans, to survive the Separation. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that may not be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred.

Release by Executive. Executive, on his own behalf (a) Executive waives any and on behalf of his descendants, dependents, heirs, executors, administrators, assigns all claims and successors and anyone else claiming through him (the “Executive Parties”), and each of them, hereby releases and forever discharges and covenants not to xxx Parent, Employer Company and each and all of their respective divisionsits current and former affiliated business entities, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respective assigneessister corporations, predecessors, successors, directorsaffiliates, officers, stockholders, equityholdersassigns, partners, insurers, guarantors, shareholders, board members, and each and all of their officers, directors, representatives, attorneys, agents or employees, past or presentagents, attorneys and all persons acting by, through, under or in concert with any of them other representatives (individually and collectively, the “Company Released Parties”), ) from and with respect to any and all claims and causes-of-action, charges, complaints, liabilities, claimsobligations, causes of actionpromises, agreements, obligationsdamages, actions, suits, rights, demands, liens, charges, suits, complaints, grievances, contracts, promises, costs, losses, damagesdebts, injuriescosts and expenses of any nature whatsoever, attorneys’ fees and other legal responsibilities, whether known or unknown, suspected or unsuspected, resulting from disclosed or undisclosed, contingent or absolute, matured or unmatured, whether brought individually, as a member or representative of a class, or derivatively on behalf of Company or shareholders of Company, arising prior to the Effective Date, which Executive now has or ever had against the Released Parties (collectively the “Claims)”, including, but not limited to, any act or omission by or on the part of the Company Parties relating and all matters related in any way to Executive’s employment with Employer and/or the termination thereof committed with, compensation by or omitted on retirement from Company, Executive’s ownership of Company stock, and any claims or prior to the date causes-of-action under Title VII of this Release, including, without limiting the generality of the foregoing, any claim under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Americans with With Disabilities Act of 1990, the Age Discrimination in Employment Act, the Family and Medical Leave Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification ActCivil Rights Act of 1991, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Family Medical Leave Act of 1933, the Securities Exchange Act of 19341993, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act, or and any other federal, state or local law, regulation anti-discrimination or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employment, whether express or impliedanti-retaliation laws, and any tort of other statutory, contractual, or tort, or equitable claims related in any nature with respect manner to Executive’s employment, and for any relief relating to employment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated retirement from employment with Company or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executive with respect to: (a) rights under Section 1(c) of the Employment Agreement and (b) any rights as an equityholder of Parent or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that may not be released his status as a matter shareholder of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barredCompany.

Release by Executive. Executive agrees to release the Company, its officers, directors, affiliates and assigns from all claims past present and future. In consideration of the undertakings, transactions and consideration recited in this Agreement, which Executive agrees he would not otherwise be entitled to, Executive, on his own behalf and on behalf of himself, his descendantsagents, dependentsrepresentatives, attorneys, assigns, heirs, executors, and administrators, assigns hereby unconditionally and successors and anyone else claiming through him (the “Executive Parties”)irrevocably remises, and each of them, hereby releases and forever discharges the Company and covenants not to xxx Parentits past, Employer present and each of their respective divisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respective assignees, predecessors, successors, directors, future officers, stockholders, equityholdersdirectors, partners, membersemployees, representatives, attorneys, agents or agents, successors, divisions, companies, subsidiaries and affiliates (and past, present and future officers, stockholders, directors, employees, past representatives, attorneys of such divisions, companies, subsidiaries and affiliates), hereinafter referred to as the “Releasees,” or present, and all persons acting by, through, under or in concert with any of them (individually them, of and collectively, the “Company Parties”), from and with respect to any and all liabilitiessuits, claims, demands, interest, costs (including attorney fees and costs incurred), expenses, actions and causes of action, agreementsrights, liabilities, obligations, demands, liens, charges, suits, complaints, grievances, contracts, promises, costsagreements, lossescontroversies, damageslosses and debts, injuriesof any nature whatsoever, attorneys’ fees and other against any of them, which Executive or his heirs, successors, legal responsibilitiesrepresentatives or assigns now has, owns or holds, or at any time heretofore ever had, owned or held, or could have owned or held, whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part beginning of the Company Parties relating world to Executive’s employment with Employer and/or the termination thereof committed or omitted on or prior to the date of this Releasedate, including, without limiting the generality of the foregoing, any claim claims arising under the Civil Rights Act Title VII of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Age Discrimination in Employment Act of 19331967, Massachusetts General Laws c. 151B, and any other statutory, common law or other claims of any nature whatsoever against any of the Securities Exchange Act Releasees. Executive further represents that he has not, and never will, institute against any of 1934the Releasees any action or other proceeding in any court, the Employee Retirement Income Security Act of 1974, the Rehabilitation Actadministrative agency, or any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality tribunal of the foregoingUnited States or any State thereof, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employmentany claim or cause of action of any type arising or which may have existed at any time prior to the present date. If Executive does bring such a claim, whether express he agrees to pay the reasonable costs incurred by the Company or impliedany of the Releasees in defending such action, including reasonable attorneys’ fees. This means that by signing this Agreement, Executive will have waived any right he had to bring a lawsuit or make any legal claim against the Company or any of the Releasees up to the date of the signing of this Agreement, and any tort that Mxxxxxx will have released the Releasees of all claims of any nature with respect arising up to employment, and for any relief relating to employment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executive with respect to: (a) rights under Section 1(c) date of the Employment Agreement and (b) any rights as an equityholder of Parent or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement signing of this Agreement. Separation and Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that may not be released as a matter of applicable law. In addition, this Release will not prevent Agreement Company ____ Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred.____

Release by Executive. ExecutiveExecutive will forever release for himself, on his own behalf marital community, and on behalf of his descendants, dependents, heirs, executors, administrators, respective heirs and/or assigns and successors and anyone else claiming through him (the “Executive Parties”), the Company and each any and all of themits parents, hereby releases and discharges and covenants not to xxx Parentsubsidiaries, Employer and each of their respective divisionsdirectors, Subsidiariesofficers, parents or Affiliatesemployees, past and presentequity holders, and each of themagents, as well as their respective assigneesrepresentatives, attorneys, insurers, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees, past or present, and all persons acting by, through, under or in concert with any of them assigns (individually and collectively, the “Company Parties”), from and ANY AND ALL RIGHTS, CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES, PENALTIES, FEES, COSTS, EXPENSES, AND LIABILITIES, OF ANY NATURE WHATSOEVER, WHICH XXXXXXXX HAS, HAD, OR MAY HAVE AGAINST THE COMPANY OR ANY OR ALL OF THE COMPANY PARTIES IN CONNECTION WITH ANY CAUSE OR MATTER WHATSOEVER, WHETHER KNOWN OR UNKNOWN TO THE PARTIES AT THE DATE OF THIS AGREEMENT AND INCLUDING, WITHOUT LIMITATION, ALL MATTERS RELATED TO EXECUTIVE’S EMPLOYMENT AGREEMENT AND HIS EMPLOYMENT WITH THE COMPANY AND THE TERMINATION OF HIS EMPLOYMENT. By signing this Agreement, Executive agrees to FULLY WAIVE AND RELEASE ALL CLAIMS arising out of, or relating to, his employment with respect to the Company, his termination from employment with the Company, or his resignation of any and all liabilities, claims, causes of action, agreements, obligations, demands, liens, charges, suits, complaints, grievances, contracts, promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part position as officer of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed or omitted on or prior to the date of this ReleaseCompany, including, without limiting the generality of the foregoingWITH RESPECT TO, any claim under or other proceeding arising under: • The Civil Rights Act of 1866 (“Section 1981”); • Title VII of the Civil Rights Act of 1866, 1964 as amended by the Civil Rights Act of 1871, the Civil Rights Act of 1964, the 1991 (“Title VII”); • The Americans with Disabilities Act, the Act (“ADA”); • The Age Discrimination in Employment Act (“ADEA”); • The Labor Management Relations Act (“LMRA”); • The National Labor Relations Act (“NLRA”); • The Fair Labor Standards Act (“FLSA”); • The Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 19331993 (“FMLA”); • The California Civil Rights Act; • The California Employment Protection Act; • Any common law or statutory cause of action arising out of Executive’s employment or termination of employment with the Company; and/or • Any common law or statutory cause of action arising out of Executive’s resignation of any position as an officer of the Company. This Agreement may be used to completely bar any action or suit before any court, the Securities Exchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Actarbitral, or any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing administrative body with respect to employmentany claim under federal, whether express state, local, or implied, and any tort of any nature with respect to employment, and for any relief other law relating to employmentthis Agreement or to Executive’s employment and/or termination of employment with the Company or its predecessors, no matter how denominatedsubsidiaries, including but not limited to wagessuccessors, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the assigns. The foregoing release does not apply shall NOT operate to release, waive, or otherwise impair (i) any obligation right to indemnification by the Company that Executive may have pursuant to the Company’s current Certificate of Employer Incorporation or Bylaws or as otherwise provided by applicable law; (ii) any right to Executive with respect to: coverage or protection under any Directors & Officers Liability Insurance Policy maintained by the Company relating to the period of Executive’s employment; (aiii) rights under Section 1(c) any claims, rights, or remedies arising from the obligations of the Employment Agreement and Company under this Agreement; (biv) any rights as an equityholder of Parent claims, rights, or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim remedies that Executive may have and which may not be released as a matter of or waived under applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) law or (iiv) reporting possible violations of federal law or regulation to, otherwise communicating with or participating any right to participate in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred(“EEOC”) or other federal, state, or local agency investigation, hearing, or proceeding or to file a charge before the EEOC, but Executive waives any right to recover any sum from the Company in connection with any such charge, investigation, hearing, or proceeding.

Release by Executive. Xxxxxxx X. Xxxxx (the “Executive”), on his own behalf, on behalf of any entities he controls and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors and anyone else claiming through him (the “Executive Parties”)successors, and each of them, hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to xxx ParentAMC ENTERTAINMENT HOLDINGS, Employer INC. (“Holdings”), AMC ENTERTAINMENT INC., a Delaware corporation (“AMCE,” and collectively with Holdings, the “Company”), its and their divisions, subsidiaries, parents, or affiliated corporations, and each of its and their respective divisionsemployees, Subsidiariesofficers and directors, parents or Affiliatesboard members, past and present, and each of them, as well as its and their respective assignees, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees, past or present, assignees and all persons acting by, through, under or in concert with any of them successors (individually and collectively, the “Company PartiesReleasees”), from and with respect to any and all liabilities, claims, causes of action, agreements, obligations, demandsdemands and causes of action, liensknown or unknown, chargessuspected or unsuspected, suitsarising out of or in any way connected, complaintsin whole or in part, grievanceswith the Executive’s employment, contractsthe termination thereof, promisesor any other relationship with or interest in the Company, costsincluding without limiting the generality of the foregoing, lossesany claim for compensation, damagesseverance pay, injuriesprofit sharing, attorneys’ fees bonus or similar benefit, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and other legal responsibilitiescauses of action, known or unknown, suspected or unsuspected, resulting from or arising out of, in whole or in part, any act or omission by or on the part of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof Releasees committed or omitted on or prior to the date of this Releaserelease agreement (this “Agreement”), including, without limiting the generality of the foregoing, any claim under the Civil Rights Act Title VII of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Act, the Older Worker Benefit Protection Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act, or any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): ordinance; provided, however, that the foregoing release does not apply to any obligation of Employer the Company to the Executive with respect to: pursuant to (a) rights under Section 1(c) the benefits due to the Executive in connection with the execution and delivery of this Release Agreement pursuant to his employment agreement with AMCE dated as of [ ] by and between the Employment Agreement Company and the Executive, and (b) any rights the equity-based awards previously granted by the Company to the Executive as an equityholder referred to in Annex A(2) hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of Parent or its Subsidiariesthe written agreements evidencing the applicable awards). In addition, this Release release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim claim that may cannot be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred.

Release by Executive. Except as expressly provided herein, Executive, on his own behalf and on behalf of himself, his descendants, dependents, heirs, executors, administrators, assigns and successors and anyone else claiming through him assigns (collectively referred to as the “Executive Parties”), and each of them, hereby releases and discharges the Company, its affiliates, subsidiaries, parent, each of their successors and covenants not to xxx Parentassigns, Employer and each of their respective divisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respective assignees, predecessors, successorsofficers, directors, officersemployees, stockholders, equityholdersagents, partners, members, representatives, attorneys, agents or employees, past or present, accountants and all persons acting by, through, under or in concert with any of them attorneys (individually and collectively, collectively referred to as the “Company Released Parties”), from and with respect to any and all actions or causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, obligations, liabilities, claims, causes of actionand demands whatsoever, agreementsin law, obligationsadmiralty or equity (collectively, demandsthe “Claims”), lienswhich the Executive Parties ever had, chargesnow have or hereafter, suitscan, complaints, grievances, contracts, promises, costs, losses, damages, injuries, attorneys’ fees shall or may have based upon the Employment Agreement and other legal responsibilities, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Company Parties relating to Executive’s employment with Employer and/or by the Company and the termination thereof committed of that employment, including (i) any and all Claims of wrongful discharge or omitted on other tort, and all rights under federal, state or prior to the date local law, including those that prohibit race, sex, age, religion, national origin, handicap, disability or other forms of this Releasediscrimination, includingincluding but not limited to, without limiting the generality Title VII of the foregoing, any claim under the Civil Rights Act of 18661964, as amended, the Civil Rights Act of 18711991, any state or local human rights laws, and all Claims under the Workers’ Compensation laws, the Civil Rights Act of 1964Equal Pay Act, the National Labor Relations Act, as amended, the Americans with Disabilities Act, the Family and Medical Leave Federal Rehabilitation Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Employee Retirement Income Security Act of 1974, as amended, the Rehabilitation Family and Medical Leave Act, or and (ii) any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, and all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to Claims arising under any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, no matter how denominatedcontract, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executive with respect to: (a) rights under Section 1(c) of the Employment Agreement and (b) any rights as an equityholder of Parent or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents any side letter, offer letter, policy, practice, program or plan, including Claims for severance pay, incentive compensation, change in control payments, bonus, or other governing documents of Parent compensation or its Affiliates or benefits, but excluding, in each case, Claims arising under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that may not be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barredAgreement.

Release by Executive. a. Executive, on his own behalf for and on behalf of his descendants, dependents, himself and Executive’s heirs, executorssuccessors, administratorsagents, representatives, executors and assigns and successors and anyone else claiming through him (the “Executive PartiesReleasors”), hereby waives and each releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of themaction (each, hereby releases a “Claim”) of any nature whatsoever, both known and discharges and covenants not to xxx Parentunknown, Employer and each of their respective divisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respective assignees, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees, past or present, and all persons acting by, through, under in law or in concert with equity, which the Executive Releasors may now have, ever had, or may in the future have against the Company Group and the equityholders set forth in Schedule I (collectively, the “Equityholders”), or any equityholder, member, general partner, director, officer or employee of them the foregoing or their affiliates, including their successors and assigns (individually and collectively, the “Company PartiesReleasees”), from arising out of or in any way related to events, acts, omissions or conduct occurring at any time prior to and with respect including the date of this Agreement, including, without limitation (and for purposes of the remainder of this sub-clause, in addition to the Company Group and the Equityholders (and Company Releasees relating thereto), any and all liabilitiesrepresentative, claimsadministrator, causes of actiontrustee, agreementsattorney, obligationsinsurer, demands, liens, charges, suits, complaints, grievances, contracts, promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known fiduciary or unknown, suspected or unsuspected, resulting from any act or omission by or on the part agent of the Company Parties Group or the Equityholders), any Claim arising out of or relating to Executive’s employment with Employer and/or the or termination thereof committed of employment with, or omitted on or prior to the date of this ReleaseExecutive’s serving in any capacity in respect of, including, without limiting the generality any of the foregoing, Company Group or any claim for any severance benefit which might have been due Executive or any complaint, charge or cause of action arising out of his employment with the Company Group under the Civil Rights Age Discrimination in Employment Act of 18661967 (“ADEA”, a law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 18711991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities ActEmployee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Employee Retirement Income Security Rehabilitation Act of 19741973, the Rehabilitation Worker Adjustment and Retraining Notification Act, or any the New York State Human Rights Law, the New York Executive Law, the New York Labor Law, the New York City Administrative Code, the Georgia Fair Employment Practices Act of 1978, the Georgia Equal Pay Act, and the Georgia Equal Employment for People With Disabilities Code, all as amended; and all other federal, state and local statutes, ordinances and regulations. By signing this Agreement, Executive acknowledges that Executive hereby waives and releases any rights known or local law, regulation or ordinance relating to employment, including, without limiting unknown Executive may have against the generality Company Releasees (and all other releasees of the foregoingExecutive hereunder) under these and any other laws; provided that, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express Executive does not waive or implied, any covenant of good faith and fair dealing release (i) Claims with respect to employmentthe Ancillary Interests (as defined below), whether express (ii) Claims for indemnification under the Company’s Certificate of Incorporation or impliedBy-laws, that certain Indemnification Agreement entered into by and among DSW Group Holdings, LLC, the Company, and Executive dated April 20, 2012, or pursuant to any tort other written indemnification agreement between Executive and any of the Company Releasees, or coverage under any nature D&O insurance policy applicable to Executive, in each case with respect to employmenthis service with the Company through the Separation Date, and for (iii) vested rights under any relief relating to employment, no matter how denominatedemployee benefit plans, including but not limited to wagesthe Company’s 401(k) plan, back pay, front pay, benefits, compensatory, liquidated and (iv) any claims or punitive damages and attorneys’ fees (collectively, rights which cannot be waived by law. Nothing in this Agreement shall prevent the “Claims”): provided, however, that Executive from filing any charge or claim with any administrative agency regarding any of the foregoing release does not apply to any obligation of Employer to laws, provided that even if Executive with respect to: (a) rights under Section 1(c) of the Employment Agreement and (b) any rights as an equityholder of Parent or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that may not be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with files such a charge or participates in any related investigation filed with or proceeding, Executive shall not be able to recover damages of any kind. Executive shall indemnify and hold the Equal Employment Opportunity Commission would be Company Releasees (and hereby is barredall other releasees of the Executive hereunder) harmless from any claim by any Executive Releasor that has been released hereunder.

Release by Executive. ExecutiveExecutive will forever release for himself, on his own behalf marital community, and on behalf of his descendants, dependents, heirs, executors, administrators, respective heirs and/or assigns and successors and anyone else claiming through him (the “"Executive Parties”"), the Company and each any and all of themits parents, hereby releases and discharges and covenants not to xxx Parentsubsidiaries, Employer and each of their respective divisionsdirectors, Subsidiariesofficers, parents or Affiliatesemployees, past and presentequity holders, and each of themagents, as well as their respective assigneesrepresentatives, attorneys, insurers, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees, past or present, and all persons acting by, through, under or in concert with any of them assigns (individually and collectively, the “"Company Parties”"), from and ANY AND ALL RIGHTS, CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES, PENALTIES, FEES, COSTS, EXPENSES, AND LIABILITIES, OF ANY NATURE WHATSOEVER, WIDCH HE HAS, HAD, OR MAY HAVE AGAINST THE COMPANY OR ANY OR ALL OF THE COMPANY PARTIES IN CONNECTION WITH ANY CAUSE OR MATTER WHATSOEVER, WHETHER KNOWN OR UNKNOWN TO THE PARTIES AT THE DATE OF THIS AGREEMENT AND INCLUDING, WITHOUT LIMITATION, ALL MATTERS RELATED TO EXECUTIVE'S EMPLOYMENT AGREEMENT AND HIS EMPLOYMENT WITH THE COMPANY AND THE TERMINATION OF HIS EMPLOYMENT. By signing this Agreement, Executive agrees to FULLY WAIVE AND RELEASE ALL CLAIMS arising out of, or relating to, his employment with respect to the Company, his termination from employment with the Company, or his resignation of any and all liabilities, claims, causes of action, agreements, obligations, demands, liens, charges, suits, complaints, grievances, contracts, promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part position as officer of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed or omitted on or prior to the date of this ReleaseCompany, including, without limiting the generality of the foregoingWITH RESPECT TO, any claim under or other proceeding arising under: ● The Civil Rights Act of 1866 ("Section 1981"); ● Title VII of the Civil Rights Act of 1866, 1964 as amended by the Civil Rights Act of 1871, the Civil Rights Act of 1964, the 1991 ("Title VII"); ● The Americans with Disabilities Act, the Act ("ADA"); ● The Age Discrimination in Employment Act ("ADEA''); ● The Labor Management Relations Act ("LMRA"); ● The National Labor Relations Act ("NLRA"); ● The Fair Labor Standards Act ("FLSA"); ● The Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 19331993 ("FMLA"); ● The California Civil Rights Act; ● The California Employment Protection Act; ● Any common law or statutory cause of action arising out of Executive's employment or termination of employment with the Company; and/or ● Any common law or statutory cause of action arising out of Executive's resignation of any position as an officer of the Company. This Agreement completely bars any action or suit before any court, the Securities Exchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Actarbitral, or any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing administrative body with respect to employmentany claim under federal, whether express state, local, or implied, and any tort of any nature with respect to employment, and for any relief other law relating to employmentthis Agreement or to Executive's employment and/or termination of employment with the Company or its predecessors, no matter how denominatedsubsidiaries, including but not limited to wagessuccessors, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the assigns. The foregoing release does not apply shall NOT operate to release, waive, or otherwise impair any obligation right to indemnification by the Company that Executive may have pursuant to the Company's current Certificate of Employer Incorporation or Bylaws or as otherwise provided by applicable law; (ii) any right to Executive with respect to: coverage or protection under any Directors & Officers Liability Insurance Policy maintained by the Company relating to the period of Executive's employment; (aiii) rights under Section 1(c) any claims, rights, or remedies arising from the obligations of the Employment Agreement and Company under this Agreement; (biv) any rights as an equityholder of Parent claims, rights, or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim remedies that Executive may have and which may not be released as a matter of or waived under applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) law or (iiv) reporting possible violations of federal law or regulation to, otherwise communicating with or participating any right to participate in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred("EEOC") or other federal, state, or local agency investigation, hearing, or proceeding or to file a charge before the EEOC, but Executive waives any right to recover any sum from the Company in connection with any such charge, investigation, hearing, or proceeding.

Release by Executive. Executive, on his her own behalf and on behalf of his her descendants, dependents, heirs, executors, administrators, assigns and successors and anyone else claiming through him (the “Executive Parties”), and each of them, hereby releases and discharges and covenants not to xxx Parent, Employer and each of their respective divisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respective assignees, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, attorneys, agents or employees, past or present, and all persons acting by, through, under or in concert with any of them (individually and collectively, the “Company Parties”), from and with respect to any and all liabilities, claims, causes of action, agreements, obligations, demands, liens, charges, suits, complaints, grievances, contracts, promises, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed or omitted on or prior to the date of this Release, including, without limiting the generality of the foregoing, any claim under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act, or the Virginians with Disabilities Act, the Virginia Human Rights Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law, all as amended, and/or any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executive with respect to: (a) rights under Section 1(c) of the Employment Agreement and (b) any rights as an equityholder of Parent or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that may not be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxxxxx- Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his her behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred.

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, on for himself and his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, trustees, successors and assigns and successors and anyone else any other person or entity claiming through him or on behalf of Executive (such persons are referred to herein collectively as the “"Executive Releasing Parties”"), --------------------------- releases, acquits and each forever discharges (to the fullest extent permitted by applicable law), effective as of themthe Effective Date, hereby releases the Company, MPAC and discharges EnCap, and covenants not to xxx Parent, Employer and each of their respective divisionsowners, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respective assigneesstockholders, predecessors, successors, assigns, agents, directors, officers, stockholders, equityholders, partners, membersemployees, representatives, attorneys, agents or employeesdivisions, past or presentsubsidiaries, affiliates, insurers, and all persons acting by, through, under or in concert with any of them (individually and collectively, such persons are referred to herein collectively as the “"Company Released Parties”"), from and with respect to any and all liabilities------------------------ charges, complaints, claims, causes of action, agreements, obligationscontroversies, demands, liensrights, chargesdisputes, claims and demands for damages, losses, sums due, indemnity, suits, complaintsdebts, grievances, contracts, promisesinterest, costs, losses, damages, or injuries, attorneys’ fees and other legal responsibilitiescauses of action of any nature whatsoever, known or unknown, suspected asserted or unsuspectedunasserted, resulting from accrued or not accrued (individually a "Claim" and collectively "Claims") ----- ------ arising prior to or existing at the Effective Date that any act of the Executive Releasing Parties may have or omission by or on the part allege to have against any of the Company Parties relating to Executive’s employment with Employer and/or the termination thereof committed or omitted on or prior to the date of this ReleaseReleased Parties. This release includes, including, without limiting the generality of the foregoingbut is not limited to, any claim or cause of action for discrimination under the Civil Rights Act Title VII of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Age Discrimination in Employment Act, and the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Americans With Disabilities Act, or any other federalstatutory or common law cause of action providing rights for employees against their employers. Notwithstanding any provision herein to the contrary, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the foregoing this release does shall not apply to any obligation Claims arising out of Employer to Executive with respect tothe following matters: (a) rights under Section 1(c) the obligations and agreements of the Employment 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 as an equityholder of Parent Executive under COBRA. Executive further covenants not to xxx, or its Subsidiariesassist 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. In addition--------- Executive represents that he has not transferred or assigned, this Release does or purported to assign or transfer, and covenants not cover to make any transfer or assignment, to any person or entity any Claim for breach or enforcement involving any of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation Company Released Parties or any other Claim that may not be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge portion thereof or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barredinterest therein.