Common use of Release by Executive Clause in Contracts

Release by Executive. Subject to the conditions hereinafter set forth, and in exchange for the payment of the Change in Control Payment subject to all applicable tax withholding, Executive hereby: (1) forever releases and discharges the Company and its respective officers, directors, stockholders, agents, employees, subsidiaries, affiliates, successors and assigns (collectively, the "Released Persons") from any and all claims, actions, causes of actions and demands of Executive, known or unknown, that Executive may have against the Released Persons, and any other claims that may arise in connection with Executive's capacity as an employee, officer, director or stockholder of the Company (whether directly or derivatively through the Company) through the date hereof, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, however, any claims for breach of any representation, warranty, obligation or covenant by the Company contained in this Agreement; and (2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of such Released Persons in connection with any claim, action, cause of action or demand released by Executive herein. (I) Without limiting the foregoing terms, this Agreement specifically includes and extinguishes all known or unknown claims, suits, actions, causes of action, demands or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claims, breach of contract, wrongful discharge, detrimental reliance, retaliatory discharge, infliction of emotional distress claims, any other tort claims, and any and all claims, suits, actions, causes of action, demands or charges arising from any alleged violation by or on behalf of the Released Persons, of any federal, state or local constitution, statute, regulation, ordinance, order, public policy or common law. (II) Nothing in this Agreement precludes Executive from asserting any claim he/she may have pursuant to the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce the terms of this Agreement or for a breach of this Agreement. This release is not intended to encompass claims for workers' compensation or unemployment benefits. Nor is this release intended to prevent Executive from filing a statutory claim concerning employment with the Company or the termination thereof with the federal Equal Employment Opportunity Commission ("EEOC"), or similar state agencies. However, if Executive does so, or if any such claim is prosecuted in her name before any court or administrative agency, Executive waives and agrees not to take any award of money or other damages from such suit. Further, this release does not limit or proscribe Executive’s non-waivable right to participate as a witness or cooperate in any investigation by the EEOC or other agency, apply to any claim arising out of conduct occurring after the date this Agreement is signed, apply to any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement under the Older Workers’ Benefit Protection Act.

Release by Executive. Subject to Except as provided in Section 3, Executive, for himself and on behalf of his representatives (including his heirs, executors, administrators and assigns), hereby RELEASES and FULLY DISCHARGES the conditions hereinafter set forthCompany, Buyer and their respective present and former parent companies, subsidiaries and affiliates, and in exchange for the payment of the Change in Control Payment subject to all applicable tax withholding, Executive hereby: (1) forever releases and discharges the Company and its respective officers, directors, stockholdersshareholders, owners, employees, agents, employeesrepresentatives, subsidiaries, affiliatesinsurers, successors and assigns of each of them, solely in their capacities as such (collectively, the "“Released Persons"Parties”) from any and all claims, actionsrights, and causes of actions and demands action of Executiveall nature, known or unknown, that Executive which he has or may have against hereafter have, in any way arising out of, connected with or related to his employment with any of the Released PersonsParties, and any other claims that may arise in connection with Executive's capacity as an employeethe resignation or termination thereof. This Release Agreement shall include, officer, director or stockholder of the Company (whether directly or derivatively through the Company) through the date hereof, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, howeverbut not be limited to, any claims for breach of any representation, warranty, obligation or covenant by the Company contained in this Agreement; and (2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of such Released Persons in connection with any claim, action, cause of action or demand released based upon knowledge obtained by Executive herein. (I) Without limiting during employment with the foregoing terms, this Agreement specifically includes Company and extinguishes all known or unknown claims, suits, actions, any of the Released Parties and any claims and causes of actionaction for pain and suffering, demands wrongful or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claimsconstructive discharge, breach of contract, wrongful dischargediscrimination or retaliation under any applicable laws or regulations, detrimental relianceincluding, retaliatory dischargebut not limited to, infliction Title VII of emotional distress claimsthe Civil -Rights Act of 1964, any other tort claimsthe Family and Medical Leave Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Older Workers Benefits Protection Act (“OWBPA”) and any and the Age Discrimination in Employment Act (the “ADEA”). This Release Agreement shall also include all claims, suitsrights and causes of action for costs, actionsattorney’s fees or commissions which Executive may assert, causes or which may be asserted by third parties on Executive’s behalf, against the Company and any of the Released Parties. Executive agrees that he has not, and shall not, initiate any claim or cause of action, demands administrative or charges arising from legal, related in any alleged violation by or on behalf way to his employment with any of the Released PersonsParties, the termination or resignation thereof, any injuries suffered or received during employment with any of any federalthe Released Parties, state or local constitutionthat is otherwise included in or covered by this Release Agreement, statutewith the exceptions set forth in Section 3. Notwithstanding the foregoing, regulation, ordinance, order, public policy or common law. (II) Nothing nothing in this Release Agreement precludes Executive from asserting any claim he/she may have pursuant to the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce challenging the terms validity of this Agreement the release above under the requirements of the ADEA or for a breach of this Agreement. This release is not intended to encompass claims for workers' compensation or unemployment benefits. Nor is this release intended to prevent Executive from filing a statutory claim concerning employment with charge with, providing truthful information to, or participating in any investigation conducted by the Company or the termination thereof with the federal United States Equal Employment Opportunity Commission ("“EEOC")”) or any other similar state, federal, or local agency, provided that Executive acknowledges that he expressly waives his rights to monetary or other relief should any administrative agency, including but not limited to the EEOC or similar state agencies. However, if Executive does so, or if any such claim is prosecuted in her name before any court or administrative local agency, Executive waives and agrees not to take any award of money or other damages from such suit. Further, this release does not limit or proscribe Executive’s non-waivable right to participate as a witness or cooperate in any investigation by the EEOC or other agency, apply to pursue any claim arising out on his behalf and that, unless the release is held to be invalid, all of conduct occurring after the date this Agreement is signed, apply to any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement his claims under the Older Workers’ Benefit Protection ActADEA shall be extinguished.

Release by Executive. Subject 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, on behalf of herself, Executive’s heirs, estate, executors, administrators, representatives, successors and assigns, or someone claiming to be acting on Executive’s behalf or in Executive’s interest, hereby irrevocably and unconditionally releases, acquits and forever discharges the conditions hereinafter set forthCompany, its affiliates, subsidiaries, benefit plans, related companies, partnerships and joint ventures, and in exchange for the payment of the Change in Control Payment subject to all applicable tax withholdingtheir former, Executive hereby: (1) forever releases current and discharges the Company and its respective future officers, directors, stockholdersshareholders, partners, employees, fiduciaries, agents, employeesattorneys, subsidiariesinsurers and representatives, affiliateswhether 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 (collectivelyall of which are hereinafter collectively referred to as "Company Releasees"), the "Released Persons") from any and all claims, actionsdemands, losses, liabilities, and causes of actions and demands action or similar rights of Executive, any type arising or accruing on or before the date this Agreement is executed (whether known or unknown), that Executive may have against the Released Personsas a result of or because of any act, omission, or failure to act by Company Releasees, including but not limited to those arising out of or relating in any way to Executive’s employment by, association with, and any other claims that may arise in connection termination of employment with Executive's capacity as an employee, officer, director or stockholder of the Company (whether directly or derivatively through hereinafter collectively referred to as "Claims"). THIS IS A GENERAL RELEASE, subject only to the Company) through the date hereofspecific exceptions set forth in Section 7.a.iii. herein. ii. These Claims include, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, howeverbut are not limited to, any claims for breach monetary damages, wages, bonuses, commissions, unused sick pay, severance or similar benefits, expenses, attorneys’ fees or other indemnities, or other personal remedies or damages sought in any legal proceeding or charge filed with any court arising under the ADEA, including but not limited to the OWBPA, except as it relates to the validity of any representation, warranty, obligation or covenant this release under the ADEA as amended by the Company contained in this Agreement; and (2) covenants OWBPA, and agrees 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, the Family and Medical Leave Act, the Immigration Reform and Control Act, the Uniformed Services Employment and Reemployment Rights Act, the Employee Retirement Income Security Act, the Workers Adjustment and Retraining Notification Act, and the Fair Labor Standards Act. The Claims released include, but are not to sxx or bringlimited to, claims arising under any other federal, state, or cause local laws or permit regulations restricting an employer's right to be commencedterminate employees, or otherwise regulating employment, including but not limited to any action federal, state, or legal proceeding against the Company local law enforcing express or implied employment contracts or covenants; any of such Released Persons in connection with any claimother federal, actionstate or local laws providing relief for alleged wage and hour violations, cause of action or demand released by Executive herein. (I) Without limiting the foregoing terms, this Agreement specifically includes and extinguishes all known or unknown claims, suits, actions, causes of action, demands or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability unlawful discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claimswrongful discharge, breach of contract, wrongful dischargeany and all tort claims, detrimental relianceincluding but not limited to, retaliatory dischargephysical or personal injury in any way related to Executive’s employment or termination of employment, emotional distress or stress claims in any way related to Executive’s employment or termination of employment, intentional or negligent infliction of emotional distress claimsdistress, any other tort claimsfraud, negligent misrepresentation, defamation, invasion of privacy, violation of public policy and similar or related claims and any and all claims, suits, actions, causes of action, demands or charges claims arising from under common law. The Claims released include claims that in any alleged violation by or way are brought on behalf of the Released Personsgovernment, 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 unemployment 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 OWBPA; or (e) Executive's right to indemnification as may be provided by law, the Company’s bylaws, and/or the Indemnification Agreement between Executive and the Company dated November 7, 2011. 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 state or local fair employment practices agency. Executive agrees that she shall not seek, accept, or be entitled to any monetary relief, whether for herself individually or as a member of a class or group, arising from a discrimination charge filed by Executive or on Executive’s behalf. This Agreement prohibits Executive’s ability to pursue any causes of action against Company Releasees seeking monetary relief or other remedies for herself and/or as a representative on behalf of others. v. No federal, state or local constitutiongovernment agency is a party to this Agreement, statute, regulation, ordinance, order, public policy or common law. (II) Nothing in this Agreement precludes Executive from asserting any claim he/she may have pursuant to and none of the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce the terms provisions of this Agreement restrict or for in any way affect a breach government agency’s authority to investigate or seek relief in connection with any of this Agreement. This release is not intended to encompass claims for workers' compensation or unemployment benefits. Nor is this release intended to prevent Executive from filing a statutory claim concerning employment with the Company or the termination thereof with the federal Equal Employment Opportunity Commission ("EEOC"), or similar state agenciesClaims. However, if a government agency were to pursue any matters falling within the Claims, which it is free to do, the Company and Executive does soagree that, or if any such claim is prosecuted in her name before any court or administrative agency, Executive waives as between the Company and agrees not to take any award of money or other damages from such suit. FurtherExecutive, this release does not limit or proscribe Executive’s non-waivable right to participate Agreement will control as a witness or cooperate in any investigation by the EEOC or other agency, apply to any claim arising out exclusive remedy and full settlement of conduct occurring after the date this all such Claims. The Agreement is signeda binding contract between two private parties — the Company and Executive. Therefore, apply to this Release affects the two parties’ rights only, with no impact on any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement under the Older Workers’ Benefit Protection Actgovernment agency.

Release by Executive. Subject 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, on behalf of herself, Executive’s heirs, estate, executors, administrators, representatives, successors and assigns, or someone claiming to be acting on Executive’s behalf or in Executive’s interest, hereby irrevocably and unconditionally releases, acquits and forever discharges the conditions hereinafter set forthCompany, its affiliates, subsidiaries, benefit plans, related companies, partnerships and joint ventures, and in exchange for the payment of the Change in Control Payment subject to all applicable tax withholdingtheir former, Executive hereby: (1) forever releases current and discharges the Company and its respective future officers, directors, stockholdersshareholders, partners, employees, fiduciaries, agents, employeesattorneys, subsidiariesinsurers and representatives, affiliateswhether 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 (collectivelyall of which are hereinafter collectively referred to as "Company Releasees"), the "Released Persons") from any and all claims, actionsdemands, losses, liabilities, and causes of actions and demands action or similar rights of Executive, any type arising or accruing on or before the date this Agreement is executed (whether known or unknown), that Executive may have against the Released Personsas a result of or because of any act, omission, or failure to act by Company Releasees, including but not limited to those arising out of or relating in any way to Executive’s employment by, association with, and any other claims that may arise in connection termination of employment with Executive's capacity as an employee, officer, director or stockholder of the Company (whether directly or derivatively through hereinafter collectively referred to as "Claims"). THIS IS A GENERAL RELEASE, subject only to the Company) through the date hereofspecific exceptions set forth in Section 7.a.iii. herein. ii. These Claims include, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, howeverbut are not limited to, any claims for breach monetary damages, wages, bonuses, commissions, unused sick pay, severance or similar benefits, expenses, attorneys’ fees or other indemnities, or other personal remedies or damages sought in any legal proceeding or charge filed with any court arising under the ADEA, including but not limited to the OWBPA, except as it relates to the validity of any representation, warranty, obligation or covenant this release under the ADEA as amended by the Company contained in this Agreement; and (2) covenants OWBPA, and agrees 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, the Family and Medical Leave Act, the Immigration Reform and Control Act, the Uniformed Services Employment and Reemployment Rights Act, the Employee Retirement Income Security Act, the Workers Adjustment and Retraining Notification Act, and the Fair Labor Standards Act. The Claims released include, but are not to sxx or bringlimited to, claims arising under any other federal, state, or cause local laws or permit regulations restricting an employer's right to be commencedterminate employees, or otherwise regulating employment, including but not limited to any action federal, state, or legal proceeding against the Company local law enforcing express or implied employment contracts or covenants; any of such Released Persons in connection with any claimother federal, actionstate or local laws providing relief for alleged wage and hour violations, cause of action or demand released by Executive herein. (I) Without limiting the foregoing terms, this Agreement specifically includes and extinguishes all known or unknown claims, suits, actions, causes of action, demands or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability unlawful discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claimswrongful discharge, breach of contract, wrongful dischargeany and all tort claims, detrimental relianceincluding but not limited to, retaliatory dischargephysical or personal injury in any way related to Executive’s employment or termination of employment, emotional distress or stress claims in any way related to Executive’s employment or termination of employment, intentional or negligent infliction of emotional distress claimsdistress, any other tort claimsfraud, negligent misrepresentation, defamation, invasion of privacy, violation of public policy and similar or related claims and any and all claims, suits, actions, causes of action, demands or charges claims arising from under common law. The Claims released include claims that in any alleged violation by or way are brought on behalf of the Released Personsgovernment, 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 unemployment 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 OWBPA; or (e) Executive's right to indemnification as may be provided by law, the Company’s bylaws, and/or the Indemnification Agreement between Executive and the Company dated November 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 state or local fair employment practices agency. Executive agrees that she shall not seek, accept, or be entitled to any monetary relief, whether for herself individually or as a member of a class or group, arising from a discrimination charge filed by Executive or on Executive’s behalf. This Agreement prohibits Executive’s ability to pursue any causes of action against Company Releasees seeking monetary relief or other remedies for herself and/or as a representative on behalf of others. v. No federal, state or local constitutiongovernment agency is a party to this Agreement, statute, regulation, ordinance, order, public policy or common law. (II) Nothing in this Agreement precludes Executive from asserting any claim he/she may have pursuant to and none of the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce the terms provisions of this Agreement restrict or for in any way affect a breach government agency’s authority to investigate or seek relief in connection with any of this Agreement. This release is not intended to encompass claims for workers' compensation or unemployment benefits. Nor is this release intended to prevent Executive from filing a statutory claim concerning employment with the Company or the termination thereof with the federal Equal Employment Opportunity Commission ("EEOC"), or similar state agenciesClaims. However, if a government agency were to pursue any matters falling within the Claims, which it is free to do, the Company and Executive does soagree that, or if any such claim is prosecuted in her name before any court or administrative agency, Executive waives as between the Company and agrees not to take any award of money or other damages from such suit. FurtherExecutive, this release does not limit or proscribe Executive’s non-waivable right to participate Agreement will control as a witness or cooperate in any investigation by the EEOC or other agency, apply to any claim arising out exclusive remedy and full settlement of conduct occurring after the date this all such Claims. The Agreement is signeda binding contract between two private parties — the Company and Executive. Therefore, apply to this Release affects the two parties’ rights only, with no impact on any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement under the Older Workers’ Benefit Protection Actgovernment agency.

Release by Executive. Subject to the conditions hereinafter set forthExcept as provided in paragraph 3, Executive, for himself and in exchange for the payment on behalf of the Change in Control Payment subject to all applicable tax withholdinghis representatives (including his heirs, Executive hereby: (1) forever releases executors, administrators and discharges assigns), hereby RELEASES and FULLY DISCHARGES the Company and its respective present and former parent companies and subsidiaries, and the officers, directors, stockholdersemployees, agents, employees, subsidiaries, affiliates, successors and assigns of each of them (collectively, the "“Released Persons"Parties”) from any and all claims, actionsrights, and causes of actions and demands action of Executiveall nature, known or unknown, that Executive which he has or may have against hereafter have, in any way arising out of, connected with or related to his employment with any of the Released PersonsParties, and any other claims that may arise in connection with Executive's capacity as an employeethe resignation or termination thereof. This RELEASE shall include, officer, director or stockholder of the Company (whether directly or derivatively through the Company) through the date hereof, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, howeverbut not be limited to, any claims for breach of any representation, warranty, obligation or covenant by the Company contained in this Agreement; and (2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of such Released Persons in connection with any claim, action, cause of action or demand released based upon knowledge obtained by Executive herein. (I) Without limiting during employment with the foregoing terms, this Agreement specifically includes Company and extinguishes all known or unknown claims, suits, actions, any of the Released Parties and any claims and causes of actionaction for Workers Compensation, demands medical fees and costs, pain and suffering, wrongful or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claimsconstructive discharge, breach of contract, wrongful dischargediscrimination or retaliation under any applicable laws or regulations, detrimental relianceincluding, retaliatory dischargebut not limited to, infliction Title VII of emotional distress claimsthe Civil Rights Act of 1964, any other tort claimsthe Family and Medical Leave Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Older Workers Benefits Protection Act (“OWBPA”) and any and the Age Discrimination in Employment Act (the “ADEA”). This RELEASE shall also include all claims, suitsrights and causes of action for costs, actionsattorney’s fees or commissions which Executive may assert, causes or which may be asserted by third parties on Executive’s behalf, against the Company and any of the Released Parties. Executive agrees that he has not, and shall not, initiate any claim or cause of action, demands administrative or charges arising from legal, related in any alleged violation by or on behalf way to his employment with any of the Released PersonsParties, the termination or resignation thereof, any injuries suffered or received during employment with any of any federalthe Released Parties, state or local constitutionthat is otherwise included in or covered by this RELEASE, statutewith the exceptions set forth in paragraph 3, regulation, ordinance, order, public policy or common law. (II) Nothing in this Agreement precludes Executive from asserting any claim he/she may have pursuant to the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce including enforcing the terms of this Agreement or for a breach Release Agreement, and subsequent receipt by Executive of this Agreement. This release is not intended to encompass claims for workers' compensation or unemployment benefits. Nor is this release intended to prevent Executive from filing a statutory claim concerning employment with the Company or the termination thereof with the federal Equal Employment Opportunity Commission ("EEOC"), or similar state agencies. However, if Executive does so, or if any such claim is prosecuted in her name before any court or administrative agency, Executive waives and agrees not to take any award of money or other damages from such suit. Further, this release does not limit or proscribe Executive’s non-waivable right to participate as a witness or cooperate in any investigation by the EEOC or other agency, apply to any claim arising out of conduct occurring after the date this Agreement is signed, apply to any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement under the Older Workers’ Benefit Protection ActPayment specified above.

Release by Executive. Subject to the conditions hereinafter set forthExcept as provided in Section 3, Executive, for himself and in exchange for the payment on behalf of the Change in Control Payment subject to all applicable tax withholdinghis representatives (including his heirs, Executive hereby: (1) forever releases executors, administrators and discharges assigns), hereby RELEASES and FULLY DISCHARGES the Company and its respective present and former parent companies, subsidiaries and affiliates, and the officers, directors, stockholdersshareholders, owners, employees, agents, employeesrepresentatives, subsidiaries, affiliatesinsurers, successors and assigns of each of them, solely in their capacities as such (collectively, the "“Released Persons"Parties”) from any and all claims, actionsrights, and causes of actions and demands action of Executiveall nature, known or unknown, that Executive which he has or may have against hereafter have, from the beginning of time until the date on which he signs this Release Agreement, including but not limited to all such claims, rights and causes of action in any way arising out of, connected with or related to his employment with any of the Released PersonsParties, and any other claims that may arise in connection with Executive's capacity as an employeethe resignation or termination thereof. This Release Agreement shall include, officer, director or stockholder of the Company (whether directly or derivatively through the Company) through the date hereof, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, howeverbut not be limited to, any claims for breach of any representation, warranty, obligation or covenant by the Company contained in this Agreement; and (2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of such Released Persons in connection with any claim, action, cause of action or demand released based upon knowledge obtained by Executive herein. (I) Without limiting during employment with the foregoing terms, this Agreement specifically includes Company and extinguishes all known or unknown claims, suits, actions, any of the Released Parties and any claims and causes of actionaction for pain and suffering, demands wrongful or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claimsconstructive discharge, breach of contract, wrongful dischargediscrimination or retaliation, detrimental reliance, retaliatory discharge, infliction of emotional distress claims, or any other tort claimsclaims arising under any applicable laws or regulations, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Family and any Medical Leave Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Older Workers Benefits Protection Act (“OWBPA”), the Employee Retirement Income Security Act (“ERISA”) and the Age Discrimination in Employment Act (the “ADEA”). This Release Agreement shall also include all claims, suitsrights and causes of action for costs, actionsattorney’s fees or commissions which Executive may assert, causes or which may be asserted by third parties on Executive’s behalf, against the Company and any of the Released Parties. Executive agrees that he has not, and shall not, initiate any claim or cause of action, demands administrative or charges arising from legal, related in any alleged violation by or on behalf way to his employment with any of the Released PersonsParties, the termination or resignation thereof, any injuries suffered or received during employment with any of any federalthe Released Parties, state or local constitutionthat is otherwise included in or covered by this Release Agreement, statutewith the exceptions set forth in Section 3. Notwithstanding the foregoing, regulation, ordinance, order, public policy or common law. (II) Nothing nothing in this Release Agreement precludes Executive from asserting any claim he/she may have pursuant to the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce challenging the terms validity of this Agreement the release above under the requirements of the ADEA or for a breach of this Agreement. This release is not intended to encompass claims for workers' compensation or unemployment benefits. Nor is this release intended to prevent Executive from filing a statutory claim concerning employment with charge with, providing truthful information to, or participating in any investigation conducted by the Company or the termination thereof with the federal United States Equal Employment Opportunity Commission ("“EEOC"), ”) or similar state agencies. However, if Executive does so, or if any such claim is prosecuted in her name before any court or administrative other federal agency, provided that Executive acknowledges that be expressly waives and agrees not his rights to take any award of money monetary or other damages from such suit. Further, this release does relief (but not limit or proscribe Executive’s non-waivable right to participate as a witness or cooperate in including any investigation by whistleblower bounty) should the EEOC or other agency, apply to pursue any claim arising out on his behalf and that, unless the release is held to be invalid, all of conduct occurring after the date this Agreement is signed, apply to any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement his claims under the Older Workers’ Benefit Protection ActADEA shall be extinguished.

Release by Executive. Subject to the conditions hereinafter set forth, and in exchange for the payment of the Change in Control Payment subject to all applicable tax withholding, Executive hereby: (1) forever releases and discharges the Company and its respective officers, directors, stockholders, agents, employees, subsidiaries, affiliates, successors and assigns (collectively, the "Released Persons") from any and all claims, actions, causes of actions and demands of Executive, known or unknown, that Executive may have against the Released Persons, and any other claims that may arise in connection with Executive's capacity as an employee, officer, director or stockholder of the Company (whether directly or derivatively through the Company) through the date hereof, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, however, any claims for breach of any representation, warranty, obligation or covenant by the Company contained in this Agreement; and (2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of such Released Persons in connection with any claim, action, cause of action or demand released by Executive herein. (I) Without limiting the foregoing terms, this Agreement specifically includes and extinguishes all known or unknown claims, suits, actions, causes of action, demands or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claims, breach of contract, wrongful discharge, detrimental reliance, retaliatory discharge, infliction of emotional distress claims, any other tort claims, and any and all claims, suits, actions, causes of action, demands or charges arising from any alleged violation by or on behalf of the Released Persons, of any federal, state or local constitution, statute, regulation, ordinance, order, public policy or common law. (II) Nothing in this Agreement precludes Executive from asserting any claim he/she may have pursuant to the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce the terms of this Agreement or for a breach of this Agreement. This release is not intended to encompass claims for workers' compensation or unemployment benefits. Nor is this release intended to prevent Executive from filing a statutory claim concerning employment with the Company or the termination thereof with the federal Equal Employment Opportunity Commission ("EEOC"), or similar state agencies. However, if Executive does so, or if any such claim is prosecuted in her name before any court or administrative agency, Executive waives and agrees not to take any award of money or other damages from such suit. Further, this release does not limit or proscribe Executive’s non-waivable right to participate as a witness or cooperate in any investigation by the EEOC or other agency, apply to any claim arising out of conduct occurring after the date this Agreement is signed, apply to any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement under the Older Workers’ Benefit Protection Act.

Release by Executive. Subject to the conditions hereinafter set forthExcept as provided in Section 3, Executive, for himself and in exchange for the payment on behalf of the Change in Control Payment subject to all applicable tax withholdinghis representatives (including his heirs, Executive hereby: (1) forever releases executors, administrators and discharges assigns), hereby RELEASES and FULLY DISCHARGES the Company and its respective present and former parent companies, subsidiaries and affiliates, and the officers, directors, stockholdersshareholders, owners, employees, agents, employeesrepresentatives, subsidiaries, affiliatesinsurers, successors and assigns of each of them, solely in their capacities as such (collectively, the "Released PersonsParties") from any and all claims, actionsrights, and causes of actions and demands action of Executiveall nature, known !mown or unknown, that Executive which he has or may have against hereafter have, in any way arising out of, connected with or related to his employment with any of the Released PersonsParties, and any other claims that may arise in connection with Executive's capacity as an employeethe resignation or termination thereof. This Release Agreement shall include, officer, director or stockholder of the Company (whether directly or derivatively through the Company) through the date hereof, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, howeverbut not be limited to, any claims for breach of any representation, warranty, obligation or covenant by the Company contained in this Agreement; and (2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of such Released Persons in connection with any claim, action, cause of action or demand released based upon knowledge obtained by Executive herein. (I) Without limiting during employment with the foregoing terms, this Agreement specifically includes Company and extinguishes all known or unknown claims, suits, actions, any of the Released Parties and any claims and causes of actionaction for pain and suffering, demands wrongful or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claimsconstructive discharge, breach of contract, wrongful dischargediscrimination or retaliation under any applicable laws or regulations, detrimental relianceincluding, retaliatory dischargebut not limited to, infliction Title VII of emotional distress claimsthe Civil Rights Act of 1964, any other tort claimsthe Family and Medical Leave Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Older Workers Benefits Protection Act ("OWBPA") and any and the Age Discrimination in Employment Act (the "ADEA''). This Release Agreement shall also include all claims, suitsrights and causes of action for costs, actionsattorney's fees or commissions which Executive may assert, causes or which may be asserted by third parties on Executive's behalf, against the Company and any of the Released Parties. Executive agrees that he has not, and shall not, initiate any claim or cause of action, demands administrative or charges arising from legal, related in any alleged violation by or on behalf way to his employment with any of the Released PersonsParties, the termination or resignation thereof, any injuries suffered or received during employment with any of any federalthe Released Parties, state or local constitutionthat is otherwise included in or covered by this Release Agreement, statutewith the exceptions set forth in Section 3. Notwithstanding the foregoing, regulation, ordinance, order, public policy or common law. (II) Nothing nothing in this Release Agreement precludes Executive from asserting any claim he/she may have pursuant to the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce challenging the terms validity of this Agreement the release above under the requirements of the ADEA or for a breach of this Agreement. This release is not intended to encompass claims for workers' compensation or unemployment benefits. Nor is this release intended to prevent Executive from filing a statutory claim concerning employment with charge with, providing truthful information to, or participating in any investigation conducted by the Company or the termination thereof with the federal United States Equal Employment Opportunity Commission ("EEOC")) or any other similar state, federal, or local agency, provided that Executive acknowledges that he expressly waives his rights to monetary or other relief should any administrative agency, including but not limited to the EEOC or similar state agencies. However, if Executive does so, or if any such claim is prosecuted in her name before any court or administrative local agency, Executive waives and agrees not to take any award of money or other damages from such suit. Further, this release does not limit or proscribe Executive’s non-waivable right to participate as a witness or cooperate in any investigation by the EEOC or other agency, apply to pursue any claim arising out on his behalf and that, unless the release is held to be invalid, all of conduct occurring after the date this Agreement is signed, apply to any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement his claims under the Older Workers’ Benefit Protection ActADEA shall be extinguished.

Release by Executive. Subject a. Executive for himself and his dependents, successors, assigns, heirs, executors and administrators (and his and their legal representatives of every kind), hereby releases, dismisses, remisses and forever discharges the Company from any and all arbitrations, claims (including claims for attorney's fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown, which Executive now has or may have had for, upon, or by reason of any cause whatsoever (except that this release shall not apply to (x) the obligations of the Company arising under this Agreement and (y) Executive's rights of indemnification by the Company, if any, pursuant to the conditions hereinafter set forthCompany's certificate of incorporation or by-laws or any agreement between the Company and Executive), against the Company ("claims"), including but not limited to: (i) any and all claims, directly or indirectly, arising out of or relating to: (A) Executive's past employment or service with the Company; and (B) Executives resignation as Chief Operations Officer of the Company and any other position described in Paragraph 1 of this Agreement. (ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or disability, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amended (the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993 and Ohio Revised Code Chapter 4112; (iii) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; and (iv) any and all claims under or relating to any and all employee compensation, employee benefit, employee severance or employee incentive bonus plans and arrangements, all of which Executive agrees are forfeited upon his resignation; provided that he shall remain entitled to the amounts and benefits described in Paragraph 2 above. Executive agrees that he intends to release any and all workers compensation claims he may have against the Company by this Agreement, and further agrees to execute any documentation as may be reasonably required to perfect such release when presented to him by the Company. b. Executive understands and acknowledges that the Company does not admit any violation of law, liability or invasion of any of his rights and that any such violation, liability or invasion is expressly denied. The consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights (and every other similar or dissimilar matter) that Executive ever had or now may have or ever will have against the Company to the extent provided in this Paragraph 4. Executive further agrees and acknowledges that no representations, promises or inducements have been made by the Company other than as appear in this Agreement. c. Executive further understands and acknowledges that: (i) The release provided for in this Paragraph 4, including claims under the ADEA to and including the date of this Agreement, is in exchange for the payment additional consideration provided for in this Agreement, to which consideration he was not heretofore entitled; specifically, in addition to continuation of medical benefits listed in paragraph 2(b) of this Agreement, an additional 17 months of medical benefits continuation, less appropriately monthly premiums, for a total of 41 months, at which time said Executive will be eligible for coverage continuation as provided by COBRA. (ii) He has been advised by the Company to consult with legal counsel prior to executing this Agreement and the release provided for in this Paragraph 4, has had an opportunity to consult with and to be advised by legal counsel of his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (iii) He has been given a period of twenty-one days to review and consider the terms of this Agreement, and the release contained herein, prior to its execution and that he may use as much of the Change in Control Payment subject to all applicable tax withholding, Executive hereby:twenty-one day period as he desires; and (1iv) forever releases He may, within seven days after execution, revoke the release set forth in this Paragraph 4. Revocation shall be made by delivering a written notice of revocation to the Vice President of Human Resources at the Company. For such revocation to be effective, written notice must be actually received by the Vice President of Human Resources at the Company no later than the close of business on the seventh day after Executive executes this Agreement. If Executive does exercise his right to revoke this release, all of the terms and discharges conditions of the Agreement shall be of no force and effect and the Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Paragraph 2 of this Agreement. d. Executive will never file a lawsuit or other complaint asserting any claim that is released in this Paragraph 4. e. Executive and the Company acknowledge that his resignation is by mutual agreement between the Company and Executive, and that Executive waives and releases any claim that he has or may have to reemployment. f. For purposes of the above provisions of this Paragraph 4, the "Company" shall include its respective present and former predecessors, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, agentsmembers, employees, subsidiariesheirs, affiliatessuccessors, successors assigns, representatives, agents, accountants and assigns (collectively, the "Released Persons") from any and all claims, actions, causes of actions and demands of Executive, known or unknown, that Executive may have against the Released Persons, and any other claims that may arise in connection with Executive's capacity as an employee, officer, director or stockholder of the Company (whether directly or derivatively through the Company) through the date hereof, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, however, any claims for breach of any representation, warranty, obligation or covenant by the Company contained in this Agreement; and (2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of such Released Persons in connection with any claim, action, cause of action or demand released by Executive hereincounsel. (I) Without limiting the foregoing terms, this Agreement specifically includes and extinguishes all known or unknown claims, suits, actions, causes of action, demands or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claims, breach of contract, wrongful discharge, detrimental reliance, retaliatory discharge, infliction of emotional distress claims, any other tort claims, and any and all claims, suits, actions, causes of action, demands or charges arising from any alleged violation by or on behalf of the Released Persons, of any federal, state or local constitution, statute, regulation, ordinance, order, public policy or common law. (II) Nothing in this Agreement precludes Executive from asserting any claim he/she may have pursuant to the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce the terms of this Agreement or for a breach of this Agreement. This release is not intended to encompass claims for workers' compensation or unemployment benefits. Nor is this release intended to prevent Executive from filing a statutory claim concerning employment with the Company or the termination thereof with the federal Equal Employment Opportunity Commission ("EEOC"), or similar state agencies. However, if Executive does so, or if any such claim is prosecuted in her name before any court or administrative agency, Executive waives and agrees not to take any award of money or other damages from such suit. Further, this release does not limit or proscribe Executive’s non-waivable right to participate as a witness or cooperate in any investigation by the EEOC or other agency, apply to any claim arising out of conduct occurring after the date this Agreement is signed, apply to any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement under the Older Workers’ Benefit Protection Act.

Release by Executive. Subject a. Executive for himself and his dependents, successors, assigns, heirs, executors and administrators (and his and their legal representatives of every kind), hereby releases, dismisses, remisses and forever discharges the Company from any and all arbitrations claims (including claims for attorney's fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown, which Executive now has or may have had for, upon, or by reason of any cause whatsoever (except that this release shall not apply to (x) the obligations of the Company arising under this Agreement and (y) Executive's rights of indemnification by the Company, if any, pursuant to the conditions hereinafter set forthCompany's certificate of incorporation or by-laws or any agreement between the Company and Executive), against the Company ("claims"), including but not limited to: (i) any and all claims, directly or indirectly, arising out of or relating to: (A) Executive's past employment or service with the Company; and (B) Executive's resignation as Vice President Sales & Marketing of the Company and any other position described in Paragraph 1 of this Agreement. (ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or disability, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amended (the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993 and Ohio Revised Code Chapter 4112; (iii) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; and (iv) any and all claims under or relating to any and all employee compensation, employee benefit, employee severance or employee incentive bonus plans and arrangements, all of which Executive agrees are forfeited upon his resignation; provided that he shall remain entitled to the amounts and benefits described in Paragraph 2 above. Executive agrees that he intends to release any and all workers compensation claims he may have against the Company by this Agreement, and further agrees to execute any documentation as may be reasonably required to perfect such release when presented to him by the Company. b. Executive understands and acknowledges that the Company does not admit any violation of law, liability or invasion of any of his rights and that any such violation, liability or invasion is expressly denied. The consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights {and every other similar or dissimilar matter} that Executive ever had or now may have or ever will have against the Company to the extent provided in this Paragraph 4. Executive further agrees and acknowledges that no representations, promises or inducements have been made by the Company other than as appear in this Agreement. c. Executive further understands and acknowledges that: (i) The release provided for in this Paragraph 4, including claims under the ADEA to and including the date of this Agreement, is in exchange for the payment additional consideration provided for in this Agreement, to which consideration he was not heretofore entitled. (ii) He has been advised by the Company to consult with legal counsel prior to executing this Agreement and the release provided for in this Paragraph 4, has had an opportunity to consult with and to be advised by legal counsel of his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (iii) He has been given a period of twenty-one days to review and consider the terms of this Agreement, and the release contained herein, prior to its execution and that he may use as much of the Change in Control Payment subject to all applicable tax withholding, Executive hereby:twenty-one day period as he desires; and (1iv) forever releases He may, within seven days after execution, revoke the release set forth in this Paragraph 4. Revocation shall be made by delivering a written notice of revocation to the Vice President of Human Resources at the Company. For such revocation to be effective, written notice must be actually received by the Vice President of Human Resources at the Company no later than the close of business on the seventh day after Executive executes this Agreement. If Executive does exercise his right to revoke this release, all of the terms and discharges conditions of the Agreement shall be of no force and effect and the Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Paragraph 2 of this Agreement. d. Executive will never file a lawsuit or other complaint asserting any claim that is released in this Paragraph 4. e. Executive and the Company acknowledge that his resignation is by mutual agreement between the Company and Executive, and that Executive waives and releases any claim that he has or may have to reemployment. f. For purposes of the above provisions of this Paragraph 4, the "Company" shall include its respective present and former predecessors, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, agentsmembers, employees, subsidiariesheirs, affiliatessuccessors, successors assigns, representatives, agents, accountants and assigns (collectively, the "Released Persons") from any and all claims, actions, causes of actions and demands of Executive, known or unknown, that Executive may have against the Released Persons, and any other claims that may arise in connection with Executive's capacity as an employee, officer, director or stockholder of the Company (whether directly or derivatively through the Company) through the date hereof, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, however, any claims for breach of any representation, warranty, obligation or covenant by the Company contained in this Agreement; and (2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of such Released Persons in connection with any claim, action, cause of action or demand released by Executive hereincounsel. (I) Without limiting the foregoing terms, this Agreement specifically includes and extinguishes all known or unknown claims, suits, actions, causes of action, demands or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claims, breach of contract, wrongful discharge, detrimental reliance, retaliatory discharge, infliction of emotional distress claims, any other tort claims, and any and all claims, suits, actions, causes of action, demands or charges arising from any alleged violation by or on behalf of the Released Persons, of any federal, state or local constitution, statute, regulation, ordinance, order, public policy or common law. (II) Nothing in this Agreement precludes Executive from asserting any claim he/she may have pursuant to the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce the terms of this Agreement or for a breach of this Agreement. This release is not intended to encompass claims for workers' compensation or unemployment benefits. Nor is this release intended to prevent Executive from filing a statutory claim concerning employment with the Company or the termination thereof with the federal Equal Employment Opportunity Commission ("EEOC"), or similar state agencies. However, if Executive does so, or if any such claim is prosecuted in her name before any court or administrative agency, Executive waives and agrees not to take any award of money or other damages from such suit. Further, this release does not limit or proscribe Executive’s non-waivable right to participate as a witness or cooperate in any investigation by the EEOC or other agency, apply to any claim arising out of conduct occurring after the date this Agreement is signed, apply to any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement under the Older Workers’ Benefit Protection Act.

Release by Executive. Subject to the conditions hereinafter set forthExcept as provided in Section 3, Executive, for himself and in exchange for the payment on behalf of the Change in Control Payment subject to all applicable tax withholdinghis representatives (including his heirs, Executive hereby: (1) forever releases executors, administrators and discharges assigns), hereby RELEASES and FULLY DISCHARGES the Company and its respective present and former parent companies, subsidiaries and affiliates, and the officers, directors, stockholdersshareholders, owners, employees, agents, employeesrepresentatives, subsidiaries, affiliatesinsurers, successors and assigns of each of them, solely in their capacities as such (collectively, the "“Released Persons"Parties”) from any and all claims, actionsrights, and causes of actions and demands action of Executiveall nature, known or unknown, that Executive which he has or may have against hereafter have, in any way arising out of, connected with or related to his employment with any of the Released PersonsParties, and any other claims that may arise in connection with Executive's capacity as an employeethe resignation or termination thereof. This Release Agreement shall include, officer, director or stockholder of the Company (whether directly or derivatively through the Company) through the date hereof, including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, howeverbut not be limited to, any claims for breach of any representation, warranty, obligation or covenant by the Company contained in this Agreement; and (2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of such Released Persons in connection with any claim, action, cause of action or demand released based upon knowledge obtained by Executive herein. (I) Without limiting during employment with the foregoing terms, this Agreement specifically includes Company and extinguishes all known or unknown claims, suits, actions, any of the Released Parties and any claims and causes of actionaction for pain and suffering, demands wrongful or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claimsconstructive discharge, breach of contract, wrongful dischargediscrimination or retaliation under any applicable laws or regulations, detrimental relianceincluding, retaliatory dischargebut not limited to, infliction Title VII of emotional distress claimsthe Civil Rights Act of 1964, any other tort claimsthe Family and Medical Leave Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Older Workers Benefits Protection Act (“OWBPA”) and any and the Age Discrimination in Employment Act (the “ADEA”). This Release Agreement shall also include all claims, suitsrights and causes of action for costs, actionsattorney’s fees or commissions which Executive may assert, causes or which may be asserted by third parties on Executive’s behalf, against the Company and any of the Released Parties. Executive agrees that he has not, and shall not, initiate any claim or cause of action, demands administrative or charges arising from legal, related in any alleged violation by or on behalf way to his employment with any of the Released PersonsParties, the termination or resignation thereof, any injuries suffered or received during employment with any of any federalthe Released Parties, state or local constitutionthat is otherwise included in or covered by this Release Agreement, statutewith the exceptions set forth in Section 3. Notwithstanding the foregoing, regulation, ordinance, order, public policy or common law. (II) Nothing nothing in this Release Agreement precludes Executive from asserting any claim he/she may have pursuant to the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce challenging the terms validity of this Agreement the release above under the requirements of the ADEA or for a breach of this Agreement. This release is not intended to encompass claims for workers' compensation or unemployment benefits. Nor is this release intended to prevent Executive from filing a statutory claim concerning employment with charge with, providing truthful information to, or participating in any investigation conducted by the Company or the termination thereof with the federal United States Equal Employment Opportunity Commission ("“EEOC")”) or any other similar state, federal, or local agency, provided that Executive acknowledges that he expressly waives his rights to monetary or other relief should any administrative agency, including but not limited to the EEOC or similar state agencies. However, if Executive does so, or if any such claim is prosecuted in her name before any court or administrative local agency, Executive waives and agrees not to take any award of money or other damages from such suit. Further, this release does not limit or proscribe Executive’s non-waivable right to participate as a witness or cooperate in any investigation by the EEOC or other agency, apply to pursue any claim arising out on his behalf and that, unless the release is held to be invalid, all of conduct occurring after the date this Agreement is signed, apply to any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement his claims under the Older Workers’ Benefit Protection ActADEA shall be extinguished.