Common use of Release by Executive Clause in Contracts

Release by Executive. Executive, knowingly and voluntarily, for himself and on behalf of his past, present and future spouse, descendents, heirs, estate, executors, administrators, representatives, agents, successors and assigns, does hereby irrevocably, fully, finally and forever release and discharge the Company and its subsidiaries, affiliates, successors and assigns and their respective current and former officers, directors, trustees, shareholders, employees, insurers, attorneys, agents and representatives (the “Company Released Persons”) from and against any and all claims, demands, obligations, rights, promises, judgments, debts, damages, demands, disputes, controversies, contentions, grievances, differences, liabilities, responsibilities and causes of actions of any kind, nature or description whatsoever, whether statutory, tort, contract or any other theory of recovery, in law or equity, and whether now known or unknown, fixed or contingent, asserted or unasserted, which Executive now has, ever had or in the future may have against any one or more of them, accruing on or at any time prior to the date hereof, by reason of, based upon, arising out of or in any way relating to or connected with Executive’s employment with, or his position as a director, officer, trustee or employee of, or any other relationship or interest of Executive with or in, the Company or its subsidiaries and affiliates, or the terms or the termination thereof (the “Released Claims”). Specifically, the Released Claims include, but are not limited to, any and all claims: (i) arising under any contract, expressed or implied, written or oral; (ii) for wrongful dismissal or termination of employment; (iii) relating to back wages, salary, overtime, bonuses, commissions, severance, deferred compensation, vacation or sick pay, reinstatement, insurance coverage, benefits, premiums, medical expenses, business expenses, or other employee compensation or benefits; (iv) arising under any applicable federal, state, local or foreign statute, law, order, ordinance, regulation, rule or the like, or case law, that relate to employment or employment practices, including those that prohibit discrimination based upon age, race, color, ancestry, religion, sex, sexual orientation, national origin, handicap, disability, medical condition, marital status, or any other protected characteristic or unlawful basis, including, but not limited to, any claim under the Age Discrimination in Employment Act of 1967 (as amended by the Older Worker’s Benefit Protection Act of 1990), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Fair Labor Standards Act, Section 1981 of the Civil Rights Acts of 1866 and 1871, the Vietnam Era Veterans Readjustment Assistance Act of 1974, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the American with Disability Act of 1992, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act (each of such Acts, as amended), and any similar foreign, federal, state and local statutes, laws, orders, ordinances, rules, regulations or the like, or case law, including but not limited to the laws of the State of Colorado, or any political subdivision thereof; (v) arising under or based upon any other federal, state, local or foreign statute, law, order, rule, regulation, ordinance on the like, or case law; (vi) related to wrongful or retaliatory discharge or demotion, breach of contract, harassment, tortious or harassing conduct, breach of public policy, intentional or negligent infliction of emotional or mental injury or distress, physical or mental injury, pain and suffering, negligent and intentional torts, fraud, misrepresentation, defamation, libel, slander, breach of the implied covenant of good faith and fair dealing, violation of public policy, invasion of privacy, inducement of breach, conspiracy, defamation, unlawful effort to prevent employment, interference with contract, breach of fiduciary duty or any other theory of recovery by Executive as an employee or concerning compensation, wages, hours, or terms or conditions; and (vii) any and all claims for damages, including without limitation, punitive or compensatory damages, or for attorney’s fees, expenses, costs, wages, injunctive or equitable relief.

Release by Executive. ExecutiveFor and in consideration of the continued employment described in Section 1 and the payments and benefits described in Section 2 and Section 4, knowingly and voluntarily, for himself and Executive hereby agrees on behalf of his pastherself, present her agents, assignees, attorneys, successors, assigns, heirs and future spouse, descendents, heirs, estate, executors, administratorsto, representativesand Executive does hereby, agents, successors fully and assigns, does hereby irrevocably, fully, finally and completely forever release and discharge the Company and its subsidiariespast, current and future affiliates, predecessors and successors and assigns and all of their respective current and former past and/or present officers, directors, trusteespartners, shareholdersmembers, managing members, managers, employees, insurersagents, representatives, administrators, attorneys, agents insurers and representatives fiduciaries, in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Released PersonsReleasees”) ), from and against any and all claimscauses of action, demandssuits, obligations, rightsagreements, promises, judgments, debts, damages, demands, disputes, controversies, contentions, grievances, differences, liabilitiesjudgments, responsibilities claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and causes of actions demands of any kind, nature or description kind whatsoever, whether statutorywhich Executive or her agents, tortassignees, contract attorneys, successors, assigns, heirs and executors ever had, now have or may have against the Company Releasees or any other theory of recoverythem, in law or equity, and whether now known or unknownunknown to Executive, fixed for, upon, or contingent, asserted or unasserted, which Executive now has, ever had or in the future may have against any one or more of them, accruing on or at any time prior to the date hereof, by reason of, based uponany matter, action, omission, course or thing whatsoever occurring up to the date this Agreement is signed by Executive, arising out of or in any way relating connection with or in relationship to or connected with Executive’s employment with, or his position as a director, officer, trustee or employee of, or any other service relationship or interest of Executive with or in, the Company or its subsidiaries and affiliates, or the terms or the termination thereof thereof, and any applicable employment, compensatory or equity arrangement with the Company, any claims of breach of contract, wrongful termination, retaliation, fraud, defamation, infliction of emotional distress or national origin, race, age, sex, sexual orientation, disability, medical condition or other discrimination or harassment, (such released claims are collectively referred to herein as the “Released Claims”); provided, that, Executive does not waive or release (i) any claims with respect to the right to enforce this Agreement (or the agreements or provisions set forth in Section 6(f) of this Agreement), (ii) claims with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company, (iii) any rights Executive may have for indemnification from the Company or any of its affiliates or under any insurance policy, and (iv) any claims that may not be waived by law. SpecificallyNotwithstanding the generality of the immediately preceding paragraph, the Released Claims include, but are not limited towithout limitation, all of the following claims occurring up to the date this Agreement is signed by Executive: (A) any and all claims: (i) arising claims under any contract, expressed or implied, written or oral; (ii) for wrongful dismissal or termination of employment; (iii) relating to back wages, salary, overtime, bonuses, commissions, severance, deferred compensation, vacation or sick pay, reinstatement, insurance coverage, benefits, premiums, medical expenses, business expenses, or other employee compensation or benefits; (iv) arising under any applicable federal, state, local or foreign statute, law, order, ordinance, regulation, rule or the like, or case law, that relate to employment or employment practices, including those that prohibit discrimination based upon age, race, color, ancestry, religion, sex, sexual orientation, national origin, handicap, disability, medical condition, marital status, or any other protected characteristic or unlawful basis, including, but not limited to, any claim under the Age Discrimination in Employment Act of 1967 (as amended by the Older Worker’s Benefit Protection Act of 1990), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Fair Labor Standards Act, Section 1981 of the Civil Rights Acts of 1866 and 1871, the Vietnam Era Veterans Readjustment Assistance Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security National Labor Relations Act, the Equal Pay Act, the Securities Act of 19741933, the American with Disability Securities Exchange Act of 19921934, the Consolidated Omnibus Budget Reconciliation Rehabilitation Act of 19851973, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act (each of such ActsAct, all as amended), and any similar foreign, and all other federal, state and or local laws, statutes, lawsrules and regulations pertaining to employment or otherwise, orders, ordinances, rules, regulations or the like, or case law, including but not limited to the laws of the State of Colorado, or and (B) any political subdivision thereof; (v) arising under or based upon any other federal, state, local or foreign statute, law, order, rule, regulation, ordinance on the like, or case law; (vi) related to claims for wrongful or retaliatory discharge or demotiondischarge, breach of contract, harassment, tortious or harassing conduct, breach of public policy, intentional or negligent infliction of emotional or mental injury or distress, physical or mental injury, pain and suffering, negligent and intentional torts, fraud, misrepresentationmisrepresentation or any compensation claims, defamation, libel, slander, breach of the implied covenant of good faith and fair dealing, violation of public policy, invasion of privacy, inducement of breach, conspiracy, defamation, unlawful effort to prevent employment, interference with contract, breach of fiduciary duty or any other theory of recovery by Executive as an employee claims under any statute, rule or concerning compensationregulation or under the common law, wagesincluding compensatory damages, hourspunitive damages, or terms or conditions; and (vii) any attorney’s fees, costs, expenses and all claims for damagesany other type of damage or relief. THIS MEANS THAT, including without limitationBY SIGNING THIS AGREEMENT, punitive EXECUTIVE WILL HAVE WAIVED ANY RIGHT EXECUTIVE MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE COMPANY RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE COMPANY RELEASEES UP TO THE DATE OF THE SIGNING OF THIS AGREEMENT. NOTWITHSTANDING THE ABOVE, NOTHING IN THIS SECTION 6(G) SHALL PREVENT EXECUTIVE FROM (X) INITIATING OR CAUSING TO BE INITIATED ON HER BEHALF ANY COMPLAINT, CHARGE, CLAIM OR PROCEEDING AGAINST THE COMPANY BEFORE ANY LOCAL, STATE OR FEDERAL AGENCY, COURT OR OTHER BODY CHALLENGING THE VALIDITY OF THE WAIVER OF HER CLAIMS UNDER ADEA CONTAINED IN THIS SECTION 6(G) (BUT NO OTHER PORTION OF SUCH WAIVER); OR (Y) INITIATING OR PARTICIPATING IN (BUT NOT BENEFITING FROM) AN INVESTIGATION OR PROCEEDING CONDUCTED BY THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION WITH RESPECT TO ADEA. NOTWITHSTANDING FURTHER THE ABOVE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO (I) LIMIT EXECUTIVE’S ABILITY TO FILE A CHARGE OR COMPLAINT WITH ANY U.S. OR FOREIGN FEDERAL, STATE OR LOCAL GOVERNMENTAL OR LAW ENFORCEMENT BRANCH, AGENCY, ENTITY, COMMISSION OR OTHER GOVERNMENTAL AUTHORITY OR INSTRUMENTALITY OF COMPETENT JURISDICTION (COLLECTIVELY, A “GOVERNMENTAL ENTITY”); (II) APPLY TO ANY SEXUAL ASSAULT OR SEXUAL HARASSMENT DISPUTE, AS DEFINED BY THE SPEAK OUT ACT, ARISING AFTER EXECUTIVE’S EXECUTION OF THIS AGREEMENT; (III) LIMIT EXECUTIVE’S ABILITY TO COMMUNICATE WITH ANY GOVERNMENTAL ENTITIES OR OTHERWISE PARTICIPATE IN ANY INVESTIGATION OR PROCEEDING THAT MAY BE CONDUCTED BY ANY GOVERNMENTAL ENTITIES, INCLUDING PROVIDING DOCUMENTS OR OTHER INFORMATION, WITHOUT NOTICE TO COMPANY; OR (IV) LIMIT EXECUTIVE’S ABILITY, IF AFFORDED BY APPLICABLE LAW, TO ENGAGE IN CONCERTED ACTIVITIES FOR THE PURPOSE OF COLLECTIVE BARGAINING OR OTHER MUTUAL AID OR PROTECTION UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT. THIS AGREEMENT ALSO DOES NOT LIMIT EXECUTIVE’S RIGHT TO RECEIVE AN AWARD FOR INFORMATION PROVIDED TO ANY GOVERNMENTAL ENTITIES; HOWEVER, EXECUTIVE AGREES TO WAIVE ANY RIGHT TO RECOVER MONETARY DAMAGES FROM THE COMPANY AND/OR THE COMPANY RELEASEES IN ANY CHARGE, COMPLAINT, OR LAWSUIT AGAINST THE COMPANY FILED BY EXECUTIVE OR BY ANYONE ELSE ON EXECUTIVE’S BEHALF FOR CLAIMS WHICH EXISTED OR MAY HAVE EXISTED BEFORE OR CONTEMPORANEOUSLY WITH THE EXECUTION OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. Executive represents that she has read carefully and fully understands the terms of this Agreement, and that Executive has been advised to consult with an attorney and has availed herself of the opportunity to consult with an attorney prior to signing this Agreement. Executive acknowledges and agrees that she is executing this Agreement willingly, voluntarily and knowingly, of her own free will, in exchange for the continued employment described in Section 1 and the payments and benefits described in Section 2 and Section 4, and that she has not relied on any representations, promises or compensatory damagesagreements of any kind made to her in connection with her decision to accept the terms of this Agreement, other than those set forth in this Agreement. Executive acknowledges that she could take up to twenty-one (21) days to consider whether she wants to sign this Agreement and that the ADEA gives her the right to revoke the Agreement within seven (7) days after it is signed, and Executive understands that she will not receive any payments or for attorney’s feesbenefits under Section 2 or Section 4 of this Agreement (other than payment of Accrued Amounts), expensessubject to the terms and conditions hereof, costsuntil such seven (7) day revocation period has passed and then, wagesonly if she has not revoked the Agreement. To the extent Executive has executed the Agreement within less than twenty-one (21) days after its delivery to her, injunctive or equitable reliefExecutive hereby waives the twenty-one (21) day period and acknowledges that her decision to execute the Agreement prior to the expiration of such twenty-one (21) day period was entirely voluntary. If Executive revokes this Agreement, it shall be null and void.

Release by Executive. Executive, knowingly and voluntarily, for himself Executive on his own individual behalf and on behalf of his past, present and future spouse, descendentsrespective predecessors, heirs, estate, executors, administrators, representatives, agents, successors and assigns, does hereby irrevocably, fully, finally releases and forever release discharges the Executive Initials JAA Company, and discharge each of the Company and its Company’s employees, shareholders, officers, directors, agents, attorneys, insurance carriers, parents, subsidiaries, affiliatesdivisions or affiliated organizations or corporations, whether previously or hereafter affiliated in any manner, and the respective predecessors, successors and assigns and their respective current and former officersof all of the foregoing (collectively referred to hereinafter as "Released Parties"), directors, trustees, shareholders, employees, insurers, attorneys, agents and representatives (the “Company Released Persons”) from and against any and all claims, demands, causes of action, obligations, rights, promises, judgments, debtscharges, damages, liabilities, attorneys' fees, and costs of any nature whatsoever, contingent, or non-contingent, matured or unmatured, liquidated or unliquidated, whether or not known, suspected or claimed, which Executive had, now has or may claim to have had as of the Effective Date against the Released Parties (whether directly or indirectly) or any of them, by reason of any act or omission whatsoever, concerning any matter, cause or thing, including, without limiting the generality of the foregoing, any claims, demands, disputescauses of action, controversiesobligations, contentionscharges, grievances, differencesdamages, liabilities, responsibilities attorneys' fees and causes of actions of any kind, nature costs relating to or description whatsoever, whether statutory, tort, contract or any other theory of recovery, in law or equity, and whether now known or unknown, fixed or contingent, asserted or unasserted, which Executive now has, ever had or in the future may have against any one or more of them, accruing on or at any time prior to the date hereof, by reason of, based upon, arising out of any alleged violation of any contracts, express or in implied, any way relating to covenant of good faith and fair dealing, express or connected with Executive’s employment withimplied, or his position as a director, officer, trustee or employee oftort, or any other relationship or interest legal restrictions on any of Executive with or in, the Company or its subsidiaries and affiliatesemployer's right to terminate employees, or the terms or the termination thereof (the “Released Claims”). Specifically, the Released Claims include, but are not limited to, any and all claims: (i) arising under any contract, expressed or implied, written or oral; (ii) for wrongful dismissal or termination of employment; (iii) relating to back wages, salary, overtime, bonuses, commissions, severance, deferred compensation, vacation or sick pay, reinstatement, insurance coverage, benefits, premiums, medical expenses, business expenses, or other employee compensation or benefits; (iv) arising under any applicable federal, state, local municipal or foreign other governmental statute, lawpublic policy, order, regulation or ordinance, regulation, rule or the like, or case law, that relate to employment or employment practices, including those that prohibit discrimination based upon age, race, color, ancestry, religion, sex, sexual orientation, national origin, handicap, disability, medical condition, marital status, or any other protected characteristic or unlawful basis, including, but not limited to, any claim under to the Age Discrimination in Employment Act of 1967 (as amended by following: the Older Worker’s Benefit Protection Act of 1990), Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Age Discrimination in Employment Act of 19911967, as amended; the Equal Pay Americans with Disabilities Act of 19631990, the Fair Labor Standards Actas amended; 42 U.S.C. 12101, Section 1981 of the Civil Rights Acts of 1866 and 1871, the Vietnam Era Veterans Readjustment Assistance Act of 1974, et. seq.; the Family and Medical Leave Act of 1993, ; the Employee Retirement Income Security Act of 1974, the American with Disability Act of 1992, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, ; the Worker Adjustment and Retraining Notification Act (each of such Acts, as amended), and any similar foreign, federal, state and local statutes, laws, orders, ordinances, rules, regulations or the like, or case lawAct, including but not limited to any state version thereof; the laws Civil Rights Act of 1991; the Fair Credit Reporting Act; the Older Workers Benefit Protection Act; the Sarbanes Oxley Act of 2002, 18 U.S.C. § 1514A et seq., the Lxxxx Xxxxxxxxx Fair Pay Act, Pub. L. Nx. 000-0, § 0 (2009), the Genetic Non-Discrimination Act, 42 U.S.C. § 2000ff, the Equal Pay Act, 29 U.S.C. § 206, the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; the Texas Payday Act; the Texas Human Rights Act; the Texas Minimum Wage Act; the Texas Labor Code, including but not limited to Chapter 21, et seq.; the Texas Health & Safety Code; Title 40 of the State of ColoradoTexas Administrative Code; the Texas Workers’ Compensation Act, or any political subdivision thereof; (v) arising to the extent releasable under or based upon the law; and/or any other federal, state, city or local anti-discrimination and/or anti-harassment acts, state wage acts and non-interference or foreign statutenon-retaliation statutes, lawregulations, order, rule, regulation, ordinance on the like, or case law; (vi) related to wrongful or retaliatory discharge or demotion, breach of contract, harassment, tortious or harassing conduct, breach of public policy, intentional or negligent infliction of emotional or mental injury or distress, physical or mental injury, pain and suffering, negligent and intentional torts, fraud, misrepresentation, defamation, libel, slander, breach of the implied covenant of good faith and fair dealing, violation of public policy, invasion of privacy, inducement of breach, conspiracy, defamation, unlawful effort to prevent employment, interference with contract, breach of fiduciary duty or any other theory of recovery by Executive as an employee or concerning compensation, wages, hours, or terms or conditions; and (vii) any and all claims for damages, including without limitation, punitive or compensatory damages, or for attorney’s fees, expenses, costs, wages, injunctive or equitable reliefother claims.

Release by Executive. In consideration of the agreements and promises set forth herein, including the payments and benefits which Executive is eligible to receive under this Agreement and the Advisory Agreement, Executive, knowingly and voluntarily, for himself and on behalf of his past, present herself and future spouse, descendentsher executors, heirs, estate, executors, administrators, representativesrepresentatives and assigns, agentshereby agrees to release and forever discharge the Company Parties and all predecessors, successors and assigns, does hereby irrevocably, fully, finally and forever release and discharge the Company and its subsidiariestheir parent corporations, affiliates, successors related, and/or subsidiary entities, and assigns all of their past and their respective current and former officerspresent investors, directors, trusteesstockholders, shareholdersofficers, general or limited partners, members, employees, insurers, attorneys, agents and representatives representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of her employment with or service to the Company Parties or any affiliate (collectively, the “Company Released PersonsReleasees”) ), from and against any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, rights, promises, judgments, debts, damages, demands, disputesagreements, controversies, contentionssuits, grievancesexpenses, differencescompensation, liabilities, responsibilities responsibility and causes liability of actions of any kind, nature or description whatsoeverevery kind and character whatsoever (including attorneys’ fees and costs), whether statutory, tort, contract or any other theory of recovery, in law or equity, and whether now known or unknown, fixed or contingent, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive now has, ever had has or in the future may have had against such entities based on any one events or more of them, accruing circumstances arising or occurring on or at any time prior to the date hereof or on or prior to the date hereof, by reason arising directly or indirectly out of, based uponrelating to, arising out of or in any other way relating to or connected with involving in any manner whatsoever Executive’s employment with, by or his position as a director, officer, trustee or employee of, service to the Company Parties or any other relationship or interest affiliate. Notwithstanding the generality of the foregoing, Executive with or indoes not release any claim which, by law, may not be released, including the Company or its subsidiaries and affiliates, or the terms or the termination thereof (the “Released Claims”). Specifically, the Released Claims include, but are not limited to, any and all following claims: : (i) arising under Claims for unemployment compensation or any contract, expressed or implied, written or oral; state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for wrongful dismissal workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or termination fund of employment; the Company Parties or their affiliates or Claims for vested benefits under any employee benefit plan of the Company Parties or their affiliates; (iii) relating Claims for indemnity under any written indemnification agreement provided by the Company to back wages, salary, overtime, bonuses, commissions, severance, deferred compensation, vacation or sick pay, reinstatement, insurance coverage, benefits, premiums, medical expenses, business expensesExecutive, or other employee compensation under the bylaws of any Company Party, as provided for by California law (including California Labor Code Section 2802) or benefits; Delaware law or under any applicable insurance policy with respect to Executive’s liability as an employee, director or officer (or in a comparable capacity) of the Company Parties or their affiliates; (iv) arising under any applicable federal, state, local or foreign statute, law, order, ordinance, regulation, rule Claims for Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or the like, California Department of Fair Employment and Housing or case law, that relate to employment or employment practices, including those that prohibit discrimination based upon age, race, color, ancestry, religion, sex, sexual orientation, national origin, handicap, disability, medical condition, marital status, or any other protected characteristic or unlawful basis, including, but not limited to, any claim under the Age Discrimination in Employment Act of 1967 (as amended by the Older Worker’s Benefit Protection Act of 1990), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Fair Labor Standards Act, Section 1981 of the Civil Rights Acts of 1866 and 1871, the Vietnam Era Veterans Readjustment Assistance Act of 1974, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the American with Disability Act of 1992, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act (each of such Acts, as amended), and any similar foreign, federal, state and local statutes, laws, orders, ordinances, rules, regulations or the like, or case law, including but not limited to the laws of the State of Colorado, or any political subdivision thereof; (v) arising under or based upon any other federal, state, state or local or foreign statute, law, order, rule, regulation, ordinance on the likegovernment agency claims of discrimination, or case law; from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state or local government agency; provided, however, that Executive does release her right to secure any damages for alleged discriminatory treatment; (v) any Claim related to her right to enforce this Agreement or the Advisory Agreement or any other agreement referenced herein or therein; and (vi) related Executive’s right to wrongful communicate or retaliatory discharge or demotion, breach of contract, harassment, tortious or harassing conduct, breach of public policy, intentional or negligent infliction of emotional or mental injury or distress, physical or mental injury, pain and suffering, negligent and intentional torts, fraud, misrepresentation, defamation, libel, slander, breach of the implied covenant of good faith and fair dealing, violation of public policy, invasion of privacy, inducement of breach, conspiracy, defamation, unlawful effort to prevent employment, interference cooperate with contract, breach of fiduciary duty or any other theory of recovery by Executive as an employee or concerning compensation, wages, hours, or terms or conditions; and (vii) any and all claims for damages, including without limitation, punitive or compensatory damages, or for attorney’s fees, expenses, costs, wages, injunctive or equitable reliefgovernment agency.

Release by Executive. In exchange for and as an express condition of receiving the Separation Benefits set forth in Section 2 of the Separation Agreement, Executive, knowingly and voluntarily, for himself and on behalf of his pastExecutive, present and future spouseExecutive’s descendants, descendentsancestors, dependents, heirs, estate, executors, administrators, representatives, agents, successors and assigns, does and successors, and each of them, hereby irrevocablycovenants not to sue and fully releases, fullyacquits, finally and forever release discharges Company, its Affiliates and discharge the Company and its subsidiariessuccessors, affiliates, successors and assigns and their respective administrators, and legal and personal representatives; former and/or current and former officers, directors, trustees, shareholders, employees, insurersstockholders, managers, supervisors, agents, attorneys, agents predecessors, successors, assigns, trustees, purchasers, partners, principals, and representatives privies; and insurers (individually or collectively referred to as the “"Company Released Persons”Releasees") with respect to, and from and against any and all all, claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, entitlements and notices, causes of action, obligations, rightsdebts, promisescosts, expenses, interests, attorneys' fees, contributions, damages, judgments, debtsorders and liabilities of whatever kind or nature in law, damages, demands, disputes, controversies, contentions, grievances, differences, liabilities, responsibilities and causes of actions of any kind, nature equity or description whatsoeverotherwise, whether statutory, tort, contract or any other theory of recovery, in law or equity, and whether now known or unknown, fixed suspected or contingent, asserted or unassertedunsuspected, which Executive now has, ever had or in the future may have against any one or more of them, accruing on or has at any time prior to the date hereofheretofore owned or held against said Company Releasees, by reason ofincluding, based uponwithout limitation, those arising out of or in any way relating to or connected with Executive’s employment with, relationship with Company or his position as a director, officer, trustee or employee ofExecutive’s separation from employment, or any other relationship transactions, occurrences, acts or interest of Executive with or in, the Company or its subsidiaries and affiliates, or the terms or the termination thereof (the “Released Claims”). Specifically, the Released Claims include, but are not limited to, any and all claims: (i) arising under any contract, expressed or implied, written or oral; (ii) for wrongful dismissal or termination of employment; (iii) relating to back wages, salary, overtime, bonuses, commissions, severance, deferred compensation, vacation or sick pay, reinstatement, insurance coverage, benefits, premiums, medical expenses, business expenses, or other employee compensation or benefits; (iv) arising under any applicable federal, state, local or foreign statute, law, order, ordinance, regulation, rule or the like, or case law, that relate to employment or employment practices, including those that prohibit discrimination based upon age, race, color, ancestry, religion, sex, sexual orientation, national origin, handicap, disability, medical condition, marital status, omissions or any other protected characteristic loss, damage or unlawful basisinjury whatever, known or unknown, suspected or unsuspected, resulting from any of them, committed or omitted prior to the date of this Agreement, and including, but not limited towithout limitation, any claim under the Age Discrimination in Employment Act of 1967 (as amended by the Older Worker’s Benefit Protection Act of 1990), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Fair Labor Standards Act, Section 1981 of the Civil Rights Acts of 1866 and 1871, the Vietnam Era Veterans Readjustment Assistance Act of 1974, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the American with Disability Act of 1992, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act (each of such Acts, as amended), and any similar foreign, federal, state and local statutes, laws, orders, ordinances, rules, regulations or the like, or case law, including but not limited to the laws of the State of Colorado, or any political subdivision thereof; (v) arising under or based upon any other federal, state, local or foreign statute, law, order, rule, regulation, ordinance on the like, or case law; (vi) related to wrongful or retaliatory discharge or demotion, claims for breach of contract, harassmentunpaid wages, tortious or harassing conductunpaid bonuses, breach of public policy, intentional or negligent infliction of emotional or mental injury or distress, physical or mental injury, pain and suffering, negligent and intentional torts, fraud, misrepresentation, defamationunpaid commissions, libel, slander, breach wrongful discharge, wrongful failure to hire, intentional infliction of the implied covenant of good faith and fair dealing, violation of public policy, invasion of privacy, inducement of breach, conspiracy, defamation, unlawful effort to prevent employment, interference with contract, breach of fiduciary duty or any other theory of recovery by Executive as an employee or concerning compensation, wages, hoursemotional harm, or terms or conditions; and (vii) any and all claims for damages, including without limitation, punitive or compensatory damagesother tort, or for attorney’s feesdiscrimination or harassment based upon any federal, expensesstate, costs, wages, injunctive or equitable reliefmunicipal statute or local ordinance relating to discrimination in employment.

Release by Executive. In consideration of the payments set forth in the Retention Agreement, and such other consideration, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Executive, knowingly and voluntarilyExecutive, for himself on his own behalf and on behalf of his past, present and future spouse, descendents, heirs, estate, executorsagents, administrators, representatives, agentsexecutors, successors successors, heirs, devisees and assignsassigns (collectively, does the “Releasing Parties”) hereby irrevocablyfinally, fullyunconditionally, finally irrevocably and absolutely fully releases, remises, acquits and forever release and discharge discharges the Company and all of its subsidiariesaffiliates, affiliatesand each of their respective officers, directors, shareholders, equity holders, members, partners, managers, agents, employees, consultants, independent contractors, attorneys, advisers, fiduciaries, plan administrators, successors and assigns and their respective current and former officers(collectively, directors, trustees, shareholders, employees, insurers, attorneys, agents and representatives (the “Company Released PersonsParties”) ), jointly and severally, from and against any and all claims, rights, demands, debts, obligations, rightslosses, promisesliens, agreements, contracts, covenants, actions, causes of action, suits, services, judgments, debtsorders, counterclaims, controversies, setoffs, affirmative defenses, third party actions, damages, demandspenalties, disputescosts, controversiesexpenses, contentionsattorneys’ fees, grievances, differences, liabilities, responsibilities liabilities and causes of actions indemnities of any kind, kind or nature or description whatsoever, direct or indirect (collectively, the “Claims”), whether statutoryasserted, tortunasserted, contract or any other theory of recovery, in law or equity, and whether now known or unknownabsolute, fixed or contingent, asserted known or unassertedunknown, suspected or unsuspected, accrued or unaccrued or otherwise, whether at law, in equity, administrative, statutory or otherwise, in any forum, venue or jurisdiction, whether federal, state, local, administrative, regulatory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which Executive now has, any of the Releasing Parties ever have had or in the future may past or presently have against any one or more the Released Parties, and each of them, accruing on arising from or at any time prior to the date hereof, by reason of, based upon, arising out of or in any way relating to or connected Executive s employment with Executive’s employment withthe Company, or his position as a director, officer, trustee the termination of that employment or employee ofany circumstances related thereto, or any other relationship matter, cause or interest of Executive with or inthing whatsoever, the Company or its subsidiaries and affiliatesincluding, or the terms or the termination thereof (the “Released Claims”). Specificallywithout limitation, the Released Claims include, but are not limited to, any and all claims: (i) claims arising under any contract, expressed or implied, written or oral; (ii) for wrongful dismissal or termination of employment; (iii) relating to back wagesemployment, salaryemployment contracts, overtimestock options, bonusesstock option agreements, commissionsrestricted stock, severancerestricted stock agreements, restricted stock units, restricted stock unit agreements, equity interests, deferred compensation, vacation employee benefits or sick pay, reinstatement, insurance coverage, benefits, premiums, medical expenses, business expenses, purported employment discrimination or other employee compensation violations of civil rights of whatever kind or benefits; (iv) arising under any applicable federal, state, local or foreign statute, law, order, ordinance, regulation, rule or the like, or case law, that relate to employment or employment practices, including those that prohibit discrimination based upon age, race, color, ancestry, religion, sex, sexual orientation, national origin, handicap, disability, medical condition, marital status, or any other protected characteristic or unlawful basisnature, including, but not limited towithout limitation, any claim all claims arising under the Age Discrimination in Employment Act of 1967 (as amended by “ADEA”), the Older Worker’s Benefit Protection Employment Non-Discrimination Act (“ENDA”), the Lxxxx Xxxxxxxxx Fair Pay Act, the Americans with Disabilities Act of 1990), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Fair Labor Standards Act, Section 1981 of the Civil Rights Acts of 1866 and 1871, the Vietnam Era Veterans Readjustment Assistance Act of 1974, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Genetic Information and Nondiscrimination Act (“GXXX”), the Employee Retirement Income Security Act of 1974, ; the American with Disability Act of 1992, Immigration Reform and Control Act; the Consolidated Omnibus Budget Reconciliation Act of 1985, Older Worker Benefit Protection Act; the Workers Adjustment and Retraining Notification Act; the Occupational Safety and Health Act; the Employee Polygraph Protection Act, the Worker Adjustment Uniformed Services Employment and Retraining Notification Re-Employment Act; the National Labor Relations Act; the Labor Management Relations Act; the Sxxxxxxx-Xxxxx Act (each of such Acts2002; the Texas Labor Code, as amended)the Texas Payday Law, and the Texas Commission on Human Rights Act or Chapter 21; or any similar other applicable foreign, federal, state and or local statutesemployment discrimination statute, law or ordinance, including, without limitation, any workers’ compensation, disability, whistleblower protection or anti-retaliation claims under any such laws, orders, ordinances, rules, regulations or the like, or case law, including but not limited to the laws of the State of Colorado, or any political subdivision thereof; (v) arising under or based upon any other federal, state, local or foreign statute, law, order, rule, regulation, ordinance on the like, or case law; (vi) related to claims for wrongful or retaliatory discharge or demotiondischarge, breach of contract, harassment, tortious or harassing conduct, breach of public policy, intentional express or negligent infliction of emotional implied contract or mental injury or distress, physical or mental injury, pain and suffering, negligent and intentional torts, fraud, misrepresentation, defamation, libel, slander, breach of the implied covenant of good faith and fair dealing, violation of public policyand any other claims arising under foreign, invasion of privacystate, inducement of breachfederal or common law, conspiracyas well as any expenses, defamation, unlawful effort costs or attorneys’ fees. Executive further agrees that Executive will not file or permit to prevent employment, interference with contract, breach of fiduciary duty be filed on Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other theory provision of recovery by Executive as this Release, this release is not intended to interfere with Executive’s right (i) to file a charge with the Equal Employment Opportunity Commission (the “EEOC”) or any state human rights commission in connection with any claim he believes he may have against the Company, (ii) to participate in an employee or concerning compensationinvestigative proceeding of any federal, wages, hoursstate, or terms local governmental agency, or conditions; and (viiiii) to report possible violations of law or regulations to any and all claims for damagesgovernmental agency or entity, including without limitationdisclosures that are protected under the whistleblower provisions of federal law or regulation. However, punitive by executing this Release, Executive hereby waives the right to recover in any proceeding Executive may bring before the EEOC or compensatory damagesany state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Executive’s behalf. Executive also agrees to waive any right or ability to be a class or collective action representative or to otherwise recover damages in any putative or certified class, collective, or for attorney’s fees, expenses, costs, wages, injunctive multi-party action or equitable reliefproceeding relating to Claims released in this Release and/or against any Released Parties.

Release by Executive. In consideration of the agreements and promises set forth herein, including the payments and benefits which Executive is eligible to receive under this Agreement and the Advisory Agreement, Executive, knowingly and voluntarily, for himself and on behalf of himself and his past, present and future spouse, descendentsexecutors, heirs, estate, executors, administrators, representativesrepresentatives and assigns, agentshereby agrees to release and forever discharge the Company Parties and all predecessors, successors and assigns, does hereby irrevocably, fully, finally and forever release and discharge the Company and its subsidiariestheir parent corporations, affiliates, successors related, and/or subsidiary entities, and assigns all of their past and their respective current and former officerspresent investors, directors, trusteesstockholders, shareholdersofficers, general or limited partners, employees, insurers, attorneys, agents and representatives representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his employment with or service to the Company Parties or any affiliate (collectively, the “Company Released PersonsReleasees”) ), from and against any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, rights, promises, judgments, debts, damages, demands, disputesagreements, controversies, contentionssuits, grievancesexpenses, differencescompensation, liabilities, responsibilities responsibility and causes liability of actions of any kind, nature or description whatsoeverevery kind and character whatsoever (including attorneys’ fees and costs), whether statutory, tort, contract or any other theory of recovery, in law or equity, and whether now known or unknown, fixed or contingent, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive now has, ever had has or in the future may have had against such entities based on any one events or more of them, accruing circumstances arising or occurring on or at any time prior to the date hereof or on or prior to the date hereof, by reason arising directly or indirectly out of, based uponrelating to, arising out of or in any other way relating to or connected with involving in any manner whatsoever Executive’s employment with, by or his position as a director, officer, trustee or employee of, service to the Company Parties or any other relationship or interest affiliate. Notwithstanding the generality of the foregoing, Executive with or indoes not release any claim which, by law, may not be released, including the Company or its subsidiaries and affiliates, or the terms or the termination thereof (the “Released Claims”). Specifically, the Released Claims include, but are not limited to, any and all following claims: : (i) arising under Claims for unemployment compensation or any contract, expressed or implied, written or oral; state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for wrongful dismissal workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or termination fund of employment; the Company Parties or their affiliates or Claims for vested benefits under any employee benefit plan of the Companies Parties or their affiliates; (iii) relating Claims for indemnity under any written indemnification agreement provided by the Company to back wages, salary, overtime, bonuses, commissions, severance, deferred compensation, vacation or sick pay, reinstatement, insurance coverage, benefits, premiums, medical expenses, business expensesExecutive, or other employee compensation under the bylaws of any Company Party, as provided for by California law (including California Labor Code Section 2802) or benefits; Delaware law or under any applicable insurance policy with respect to Executive’s liability as an employee, director or officer (or in a comparable capacity) of the Company Parties or their affiliates; (iv) arising under any applicable federal, state, local or foreign statute, law, order, ordinance, regulation, rule Claims for Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or the like, California Department of Fair Employment and Housing or case law, that relate to employment or employment practices, including those that prohibit discrimination based upon age, race, color, ancestry, religion, sex, sexual orientation, national origin, handicap, disability, medical condition, marital status, or any other protected characteristic or unlawful basis, including, but not limited to, any claim under the Age Discrimination in Employment Act of 1967 (as amended by the Older Worker’s Benefit Protection Act of 1990), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Fair Labor Standards Act, Section 1981 of the Civil Rights Acts of 1866 and 1871, the Vietnam Era Veterans Readjustment Assistance Act of 1974, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the American with Disability Act of 1992, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act (each of such Acts, as amended), and any similar foreign, federal, state and local statutes, laws, orders, ordinances, rules, regulations or the like, or case law, including but not limited to the laws of the State of Colorado, or any political subdivision thereof; (v) arising under or based upon any other federal, state, state or local or foreign statute, law, order, rule, regulation, ordinance on the likegovernment agency claims of discrimination, or case law; from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state or local government agency; provided, however, that Executive does release his right to secure any damages for alleged discriminatory treatment; (v) Claims Executive may have as a unitholder in the Company or under the TRA; (vi) any Claim related to wrongful its right to enforce this Agreement or retaliatory discharge or demotion, breach of contract, harassment, tortious or harassing conduct, breach of public policy, intentional or negligent infliction of emotional or mental injury or distress, physical or mental injury, pain and suffering, negligent and intentional torts, fraud, misrepresentation, defamation, libel, slander, breach of the implied covenant of good faith and fair dealing, violation of public policy, invasion of privacy, inducement of breach, conspiracy, defamation, unlawful effort to prevent employment, interference with contract, breach of fiduciary duty Advisory Agreement or any other theory of recovery by Executive as an employee agreement referenced herein or concerning compensation, wages, hours, or terms or conditions; and therein and (vii) Executive’s right to communicate or cooperate with any and all claims for damages, including without limitation, punitive or compensatory damages, or for attorney’s fees, expenses, costs, wages, injunctive or equitable reliefgovernment agency.

Release by Executive. i. In consideration of the Severance Pay and Benefits being provided to Executive under this Agreement, which, absent this Agreement and Release, Executive otherwise would not be entitled to receive, Executive, knowingly and voluntarily, for himself and on behalf of his pasthimself, present and future spouse, descendents, Executive’s heirs, estate, executors, administrators, representatives, agents, successors and assigns, does or someone claiming to be acting on Executive’s behalf or in Executive’s interest, hereby irrevocablyirrevocably and unconditionally releases, fully, finally acquits and forever release and discharge discharges the Company and Company, its affiliates, subsidiaries, affiliatesbenefit plans, related companies, partnerships and joint ventures, and their former, current and future officers, directors, shareholders, partners, employees, fiduciaries, agents, attorneys, insurers and representatives, whether acting in their individual or official capacities, and all persons acting by, through, or in concert with any of them, and all their predecessors, successors and assigns and their respective current and former officers(all of which are hereinafter collectively referred to as "Company Releasees"), directors, trustees, shareholders, employees, insurers, attorneys, agents and representatives (the “Company Released Persons”) from and against any and all claims, demands, obligations, rights, promises, judgments, debts, damages, demands, disputes, controversies, contentions, grievances, differenceslosses, liabilities, responsibilities and causes of actions action or similar rights of any kind, nature type arising or description whatsoever, accruing on or before the date this Agreement is executed (whether statutory, tort, contract or any other theory of recovery, in law or equity, and whether now known or unknown), fixed as a result of or contingentbecause of any act, asserted omission, or unassertedfailure to act by Company Releasees, which Executive now has, ever had or in the future may have against any one or more of them, accruing on or at any time prior including but not limited to the date hereof, by reason of, based upon, those arising out of or relating in any way relating to or connected with Executive’s employment by, association with, or his position as a director, officer, trustee or employee of, or any other relationship or interest and termination of Executive employment with or in, the Company or its subsidiaries and affiliates, or the terms or the termination thereof (the “Released hereinafter collectively referred to as "Claims”"). SpecificallyTHIS IS A GENERAL RELEASE, subject only to the Released specific exceptions set forth in Section 6.a.iii. herein. ii. These Claims include, but are not limited to, any and all claims: (i) arising under any contractclaims for monetary damages, expressed or implied, written or oral; (ii) for wrongful dismissal or termination of employment; (iii) relating to back wages, salary, overtime, bonuses, commissions, severance, deferred compensation, vacation or unused sick pay, reinstatement, insurance coverage, severance or similar benefits, premiums, medical expenses, business expensesattorneys’ fees or other indemnities, or other employee compensation personal remedies or benefits; (iv) damages sought in any legal proceeding or charge filed with any court arising under any applicable federal, state, local or foreign statute, law, order, ordinance, regulation, rule or the like, or case law, that relate to employment or employment practicesADEA, including those that prohibit discrimination based upon age, race, color, ancestry, religion, sex, sexual orientation, national origin, handicap, disability, medical condition, marital status, or any other protected characteristic or unlawful basis, including, but not limited toto the OWBPA, any claim except as it relates to the validity of this release under the Age Discrimination in Employment Act of 1967 (ADEA as amended by the Older Worker’s Benefit Protection Act of 1990)OWBPA, and Executive Order 11141, Executive Order 11246, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Federal Equal Pay Act of 1963, the Fair Labor Standards Act, Section 1981 of the Civil Rights Acts of 1866 and 1871, the Vietnam Era Veterans Readjustment Assistance Act of 1974, the Family and Medical Leave Act of 1993Act, the Immigration Reform and Control Act, the Uniformed Services Employment and Reemployment Rights Act, the Employee Retirement Income Security Act of 1974, the American with Disability Act of 1992, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Worker Workers Adjustment and Retraining Notification Act (each of such Acts, as amended)Act, and the Fair Labor Standards Act. The Claims released include, but are not limited to, claims arising under any similar foreign, other federal, state and local statutes, laws, orders, ordinances, rules, regulations or the likestate, or case lawlocal laws or regulations restricting an employer's right to terminate employees, or otherwise regulating employment, including but not limited to the laws of the State of Coloradoany federal, state, or any political subdivision thereof; (v) arising under local law enforcing express or based upon implied employment contracts or covenants; any other federal, statestate or local laws providing relief for alleged wage and hour violations, local or foreign statuteunlawful discrimination, law, order, rule, regulation, ordinance on the like, or case law; (vi) related to wrongful or retaliatory discharge or demotiondischarge, breach of contract, harassmentany and all tort claims, tortious including but not limited to, physical or harassing conductpersonal injury in any way related to Executive’s employment or termination of employment, breach emotional distress or stress claims in any way related to Executive’s employment or termination of public policyemployment, intentional or negligent infliction of emotional or mental injury or distress, physical or mental injury, pain and suffering, negligent and intentional torts, fraud, negligent misrepresentation, defamation, libel, slander, breach of the implied covenant of good faith and fair dealing, violation of public policy, invasion of privacy, inducement violation of breach, conspiracy, defamation, unlawful effort to prevent employment, interference with contract, breach of fiduciary duty public policy and similar or any other theory of recovery by Executive as an employee or concerning compensation, wages, hours, or terms or conditions; and (vii) related claims and any and all claims arising under common law. The Claims released include claims that in any way are brought on behalf of the government, whether or not the government joins the action such as via qui tam. iii. Notwithstanding the foregoing, Executive is not releasing (a) Executive’s right to enforce the Agreement; (b) any claims for damagesunemployment compensation; (c) any claims for benefits under any applicable Workers Compensation statute; (d) any claims solely relating to the validity of this Release of Claims under the ADEA, as amended, including without limitationOWBPA; or (e) Executive's right to indemnification as may be provided by law, punitive the Company’s bylaws, and/or the Indemnification Agreement between Executive and the Company dated January 21, 2009. Said Indemnification Agreement shall remain in full force and effect with respect to Executive's right to indemnification as a former officer of the Company. The Company agrees to maintain coverage of Executive under the Company's directors and officers liability insurance with respect to acts and omissions arising during Executive's employment to the same extent that the Company provides such coverage to its former officers and directors. iv. Notwithstanding the foregoing, nothing contained herein shall prevent Executive from filing an administrative charge of discrimination with the Equal Employment Opportunity Commission or compensatory damagesstate or local fair employment practices agency. Executive agrees that he shall not seek, accept, or be entitled to any monetary relief, whether for attorneyhimself individually or as a member of a class or group, arising from a discrimination charge filed by Executive or on Executive’s feesbehalf. This Agreement prohibits Executive’s ability to pursue any causes of action against Company Releasees seeking monetary relief or other remedies for himself and/or as a representative on behalf of others. v. No federal, expensesstate or local government agency is a party to this Agreement, costsand none of the provisions of this Agreement restrict or in any way affect a government agency’s authority to investigate or seek relief in connection with any of the Claims. However, wagesif a government agency were to pursue any matters falling within the Claims, injunctive or equitable reliefwhich it is free to do, the Company and Executive agree that, as between the Company and Executive, this Agreement will control as the exclusive remedy and full settlement of all such Claims. The Agreement is a binding contract between two private parties — the Company and Executive. Therefore, this Release affects the two parties’ rights only, with no impact on any government agency.

Release by Executive. ExecutiveIn exchange for the consideration given to Executive by the Company and Rush Enterprises as described in this Agreement, knowingly and voluntarily, for himself Executive on his own behalf and on behalf of his past, present and future spouse, descendentsExecutive's marital community, heirs, estate, executors, administrators, representativestrustees, legal representatives and assigns (collectively, the “Releasors”) hereby voluntarily, forever and irrevocably: (A) waives, releases and discharges the Company, Rush Enterprises, their respective employees, shareholders, officers, directors, agents, successors and assignsattorneys, does hereby irrevocablyinsurance carriers, fullyparent entities, finally and forever release and discharge the Company and its subsidiaries, affiliatesdivisions or affiliated organizations or corporations, whether previously or hereafter affiliated in any manner, and the respective predecessors, successors and assigns and their respective current and former officersof all of the foregoing (collectively referred to hereinafter as "Released Parties"), directors, trustees, shareholders, employees, insurers, attorneys, agents and representatives (the “Company Released Persons”) from and against any and all claims, demands, causes of action, obligations, rights, promises, judgments, debtscharges, damages, demands, disputes, controversies, contentions, grievances, differences, liabilities, responsibilities attorneys’ fees and causes of actions costs of any kind, nature or description whatsoever, contingent, or non-contingent, matured or unmatured, liquidated or unliquidated, whether statutoryor not known, tortsuspected or claimed (a “Claim”), contract which any Releasor had, now has or may have had under the Plan, any other written agreement or arrangement between Executive and any Released Party, and pursuant to any oral agreements or arrangements between Executive and any Released Party (except Claims under the Indemnity Agreement dated January 1, 2015 between Rush Enterprises and Executive (the “Indemnity Agreement”); and (B) waives, releases and discharges the Released Parties from any and all Claims which any Releasor had, now has or may have had as of the Effective Date against the Released Parties (whether directly or indirectly) or any other theory of recovery, in law or equity, and whether now known or unknown, fixed or contingent, asserted or unasserted, which Executive now has, ever had or in the future may have against any one or more of them, accruing on or at any time prior to the date hereof, by reason ofof any act or omission whatsoever, based uponconcerning any matter, cause or thing, including without limiting the generality of the foregoing, the Plan, whether arising out of or in any way relating to or connected with Executive’s employment withalleged violation of any contracts, or his position as a director, officer, trustee or employee of, or any other relationship or interest of Executive with or in, the Company or its subsidiaries and affiliates, or the terms or the termination thereof (the “Released Claims”). Specifically, the Released Claims include, but are not limited to, any and all claims: (i) arising under any contract, expressed express or implied, written or oral; (ii) for wrongful dismissal or termination of employment; (iii) relating to back wages, salary, overtime, bonuses, commissions, severance, deferred compensation, vacation or sick pay, reinstatement, insurance coverage, benefits, premiums, medical expenses, business expenses, or other employee compensation or benefits; (iv) arising under any applicable federal, state, local or foreign statute, law, order, ordinance, regulation, rule or the like, or case law, that relate to employment or employment practices, including those that prohibit discrimination based upon age, race, color, ancestry, religion, sex, sexual orientation, national origin, handicap, disability, medical condition, marital status, or any other protected characteristic or unlawful basis, including, but not limited to, any claim under the Age Discrimination in Employment Act of 1967 (as amended by the Older Worker’s Benefit Protection Act of 1990), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Fair Labor Standards Act, Section 1981 of the Civil Rights Acts of 1866 and 1871, the Vietnam Era Veterans Readjustment Assistance Act of 1974, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the American with Disability Act of 1992, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act (each of such Acts, as amended), and any similar foreign, federal, state and local statutes, laws, orders, ordinances, rules, regulations or the like, or case law, including but not limited to the laws of the State of Colorado, or any political subdivision thereof; (v) arising under or based upon any other federal, state, local or foreign statute, law, order, rule, regulation, ordinance on the like, or case law; (vi) related to wrongful or retaliatory discharge or demotion, breach of contract, harassment, tortious or harassing conduct, breach of public policy, intentional or negligent infliction of emotional or mental injury or distress, physical or mental injury, pain and suffering, negligent and intentional torts, fraud, misrepresentation, defamation, libel, slander, breach of the implied covenant of good faith and fair dealing, violation express or implied, or a tort, or any legal restrictions on any of employer's right to terminate employees, or any federal, state, municipal or other governmental statute, public policy, invasion of privacy, inducement of breach, conspiracy, defamation, unlawful effort to prevent employment, interference with contract, breach of fiduciary duty regulation or any other theory of recovery by Executive as an employee or concerning compensation, wages, hours, or terms or conditions; and (vii) any and all claims for damagesordinance, including without limitationbut not limited to the following: The Civil Rights Acts of 1866, punitive or compensatory damages1964, or and 1991; 42 U.S.C.§ 1981; Section 503 of the Rehabilitation Act of 1973; The Fair Labor Standards Act (including the Equal Pay Act); The Age Discrimination in Employment Act (see Paragraph 8 below for attorney’s fees, expenses, costs, wages, injunctive or equitable relief.further details);

Release by Executive. ExecutiveExcept for those obligations created by or arising out of the Transition and General Release Agreement made as of January 16, knowingly 2019 by and voluntarilyamong Executive and the Company (the “Transition Agreement”) for which receipt or satisfaction has not been acknowledged therein, for himself and Executive on behalf of his pastExecutive and Executive’s decedents, present and future spouse, descendentsdependents, heirs, estate, executors, administrators, representativesassigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges Company and its parent, subsidiaries and affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, agents, successors and assignsattorneys, does hereby irrevocably, fully, finally and forever release and discharge the Company and its subsidiaries, affiliates, successors and assigns and their respective current and former officers, directors, trustees, shareholdersinsurers, employees, insurersstockholders, attorneysrepresentatives, agents assigns and representatives (the successors, past and present and each of them, hereinafter together and collectively referred to as “Company Released Persons”) Releasees,” with respect to and from and against any and all claims, promises, sums of money, entitlements, compensation, benefits, employment and severance agreements, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, rightsdebts, promisescosts, expenses, attorneys’ fees, damages, judgments, debts, damages, demands, disputes, controversies, contentions, grievances, differences, orders and liabilities, responsibilities and causes of actions of any kindwhatever kind or nature in law, nature equity or description whatsoeverotherwise, whether statutory, tort, contract or any other theory of recovery, in law or equity, and whether now known or unknown, fixed suspected or contingentunsuspected, asserted and whether or unassertednot concealed or hidden (collectively, “Claims”), which Executive now has, ever had owns or in the future may have against any one holds or more of them, accruing on or has at any time prior to the date hereof, by reason of, based uponheretofore owned or held as against said Releasees, arising out of or in any way relating to or connected with Executive’s employment withrelationship with Company or the separation of Executive’s employment or any other transactions, occurrence, actions, omissions or his position as a directorany loss, officerdamage or injury whatever, trustee known or employee ofunknown, suspected or unsuspected, resulting from any act or omission, by or on the part of said releases, or any other relationship of them, committed or interest of Executive with or in, the Company or its subsidiaries and affiliates, or the terms or the termination thereof (the “Released Claims”). Specifically, the Released Claims include, but are not limited to, any and all claims: (i) arising under any contract, expressed or implied, written or oral; (ii) for wrongful dismissal or termination of employment; (iii) relating to back wages, salary, overtime, bonuses, commissions, severance, deferred compensation, vacation or sick pay, reinstatement, insurance coverage, benefits, premiums, medical expenses, business expenses, or other employee compensation or benefits; (iv) arising under any applicable federal, state, local or foreign statute, law, order, ordinance, regulation, rule or the like, or case law, that relate to employment or employment practices, including those that prohibit discrimination based upon age, race, color, ancestry, religion, sex, sexual orientation, national origin, handicap, disability, medical condition, marital status, or any other protected characteristic or unlawful basis, including, but not limited to, any claim under the Age Discrimination in Employment Act of 1967 (as amended by the Older Worker’s Benefit Protection Act of 1990), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Fair Labor Standards Act, Section 1981 of the Civil Rights Acts of 1866 and 1871, the Vietnam Era Veterans Readjustment Assistance Act of 1974, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the American with Disability Act of 1992, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act (each of such Acts, as amended), and any similar foreign, federal, state and local statutes, laws, orders, ordinances, rules, regulations or the like, or case law, including but not limited omitted prior to the laws of the State of ColoradoSeparation Date. Executive specifically understands and agrees that this waiver, or any political subdivision thereof; (v) arising under or based upon any other federal, state, local or foreign statute, law, order, rule, regulation, ordinance on the like, or case law; (vi) related to wrongful or retaliatory release and discharge or demotion, breach of contract, harassment, tortious or harassing conduct, breach of public policy, intentional or negligent infliction of emotional or mental injury or distress, physical or mental injury, pain and suffering, negligent and intentional torts, fraud, misrepresentation, defamation, libel, slander, breach of the implied covenant of good faith and fair dealing, violation of public policy, invasion of privacy, inducement of breach, conspiracy, defamation, unlawful effort to prevent employment, interference with contract, breach of fiduciary duty or any other theory of recovery by Executive as an employee or concerning compensation, wages, hours, or terms or conditions; and (vii) any and all claims for damages, including without limitation, punitive or compensatory damages, or for attorney’s fees, expenses, costs, wages, injunctive or equitable relief.includes: