Common use of Release of Claims by Employee Clause in Contracts

Release of Claims by Employee. In consideration of the promises of the Company provided herein, including the Company’s mutual release of claims, the consideration provided for in Section 2, and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which Employee acknowledges, Employee, on Employee’s own behalf and on behalf of Employee’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Employee Releasing Parties”) hereby fully and forever waives, releases, extinguishes and discharges the Company, its shareholders, its affiliates, subsidiaries and its past, present and future parents, owners, officers, directors, shareholders, members, executives, employees, consultants, independent contractors, partners, agents, attorneys, advisers, insurers, fiduciaries, employee benefit plans, representatives, successors and assigns (each, a “Company Released Party” and collectively, the “Company Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damages, or any other kind of damages, which any of Employee Releasing Parties have, had or may have against any of the Company Released Parties relating to or arising out of any matter arising on or before the date this Agreement is executed by Employee. Such released Claims include, without limitation, (i) all Claims arising out of or in connection with, or in any way related to Employee’s employment, compensation, equity, bonuses, commissions, incentive compensation, payments, vacation, leaves of absence, alleged payments, benefits, employment contracts, terms and conditions of employment, severance pay, and any other benefits Employee may or may not have received during Employee’s employment with the Company (or any Released Party), (ii) all Claims arising at law or equity or sounding in contract (express or implied) or tort, including Claims for wrongful discharge, libel, slander, breach of express or implied contract or implied covenant of good faith and fair dealing, (iii) Claims arising by statute, common law or otherwise, including all Claims arising under any federal, state, local, county or municipal laws of any jurisdiction, (iv) Claims for alleged fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, violation of public policy, (v) Claims for discrimination, harassment, sexual harassment or retaliation and Claims arising under any laws that prohibit discrimination, harassment or retaliation based on age, sex, gender, pregnancy, sexual orientation, race, color, ancestry, national origin, alienage or citizenship status, religion, creed, disability, medical leave, military status, veteran status, marital status, genetic information, the filing of or intent to file a workers’ compensation claim, or any other protected trait, characteristic, or activity, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Labor Management Relations Act, the Immigration Reform and Control Act, the Texas Labor Code, the Texas Payday Law, the Texas Commission on Human Rights or Chapter 21, any statute or laws of the State of Texas or any other federal, state, local, municipal or common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and (vi) any other Claims arising under state, federal, local, municipal or common law, as well as any expenses, costs or attorneys’ fees. Except as required by law, Employee agrees that Employee will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the Company or any of the Company Released Parties arising from, concerned with, or otherwise relating to, in whole or in part, Employee’s employment, the terms and conditions of Employee’s employment, or Employee’s separation from employment with the Company or any of the matters or Claims discharged and released in this Agreement. Employee represents that Employee has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Release of Claims by Employee. In Employee agrees that the consideration described in Sections B and D above, represents consideration in addition to that to which Employee would have been entitled under the circumstances, and shall serve as consideration for settlement of the promises of all outstanding obligations owed to Employee by the Company provided hereinthrough the Effective Date. Notwithstanding the foregoing sentence, including Company shall not be relieved of any continuing obligations under the Indemnification Agreement for acts performed within the scope of Employee’s employment with Company through the Final Date of Employment. The parties agree that the effectiveness of this release is a condition precedent to the Company’s mutual release obligation to make any payment under Section B of claimsthis Agreement. For purposes of this Section H, the consideration provided for in Section 2, and other consideration provided for in this Agreement, that being good and valuable consideration, term “Company” shall include any predecessors to the receipt, adequacy and sufficiency of which Employee acknowledges, Company. Employee, on Employee’s own behalf and on behalf of Employee’s himself, and his spouse, heirs, beneficiaries, family members, executors, agents, attorneys, administrators, representativesaffiliates, executors, successors, heirs, devisees successors and assigns (collectively, the “Employee Releasing PartiesEmployee’s Affiliates”) ), hereby fully and forever waives, releases, extinguishes and discharges releases the Company, its shareholders, its affiliates, subsidiaries Company and its past, present and future parents, owners, former officers, directors, shareholders, members, executives, employees, consultantsinvestors, independent stockholders, contractors, partners, agentsmembers, administrators, affiliates, divisions, subsidiaries, predecessor or successor corporations, insurers, attorneys, advisers, insurersagents, fiduciaries, employee benefit plans, representativespredecessors, successors and assigns assigns, both in their individual and/or representative capacities (each, a “Company Released Party” and collectively, the “Company Released Parties”), jointly from, and severallyagrees not to xxx concerning, from any and all claimsclaim, rightssuit, demandsagreement, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actionspromise, damages, penaltiesdispute, costscontroversy, expensescontention, attorneys’ feesdifferences, liabilities and indemnities judgment, debt, dues, sum of money, accounts, reckoning, bond, covenant, contract, variance, trespass, execution, demand, duty, obligation or cause of action of any kind or nature whatsoever (collectively, the “Claims”)relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, accrued arising from any omissions, acts or unaccruedfacts that have occurred up until and including the Effective Date of this Agreement (collectively, whether at lawthe “Claims”) including, equity, administrative, statutory or otherwise, without limitation, 1. any and whether for injunctive relief, back pay, front pay, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damages, or any other kind of damages, which any of Employee Releasing Parties have, had or may have against any of the Company Released Parties all Claims relating to or arising out from Employee’s employment relationship with the Company or the transition or future termination of that employment relationship; 2. any matter and all Claims relating to, or arising on from, Employee’s right to purchase, or before actual purchase of shares of stock of the date this Agreement is executed by Employee. Such released Claims includeCompany, including, without limitation, (i) all Claims arising out any claims for fraud, misrepresentation, breach of or in connection withfiduciary duty, or in any way related to Employee’s employment, compensation, equity, bonuses, commissions, incentive compensation, payments, vacation, leaves breach of absence, alleged payments, benefits, employment contracts, terms and conditions of employment, severance payduty under applicable state corporate law, and securities fraud under any other benefits Employee may state or may not have received during Employee’s employment with the Company (or federal law; 3. any Released Party), (ii) and all Claims arising at law or equity or sounding in contract (express or implied) or tort, including Claims for wrongful discharge, libel, slander, discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express or implied contract or implied and implied; breach of a covenant of good faith and fair dealing, (iii) Claims arising by statute, common law or otherwise, including all Claims arising under any federal, state, local, county or municipal laws of any jurisdiction, (iv) Claims for alleged fraud, concealment, negligence, negligent misrepresentation, both express and implied; promissory estoppel, quantum meruit, ; negligent or intentional or negligent infliction of emotional distress, ; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; 4. any and all Claims for violation of public policyany federal, (v) Claims for discrimination, harassment, sexual harassment state or retaliation and Claims arising under any laws that prohibit discrimination, harassment or retaliation based on age, sex, gender, pregnancy, sexual orientation, race, color, ancestry, national origin, alienage or citizenship status, religion, creed, disability, medical leave, military status, veteran status, marital status, genetic information, the filing of or intent to file a workers’ compensation claim, or any other protected trait, characteristic, or activitymunicipal statute, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973but not limited to, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Civil Rights Act of 1991, the Civil Rights Age Discrimination in Employment Act of 1866 and/or 18711967, the Equal Pay Americans with Disabilities Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act of 20091990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the The Worker Adjustment and Retraining Notification Act, ; the Genetic Information Nondiscrimination California Fair Employment and Housing Act, the National and Labor Relations ActCode section 201, the Labor Management Relations Actet seq. and section 970, the Immigration Reform et seq.; 5. any and Control Act, the Texas Labor Code, the Texas Payday Law, the Texas Commission on Human Rights or Chapter 21, any statute or laws all Claims for violation of the State of Texas federal, or any other federal, state, local, municipal constitution; 6. any and all Claims arising out of any other laws and regulations relating to employment or common law whistleblower, employment discrimination or anti-retaliation statute law or ordinance, unlawful harassment; and 7. any and (vi) any other all Claims arising under state, federal, local, municipal or common law, as well as any expenses, costs or for attorneys’ feesfees and costs. Except The Company and Employee, both for himself and on behalf of Employee’s Affiliates, agree that the release set forth in this Section H shall be and remain in effect in all respects as required by law, Employee agrees that Employee will a complete general release as to the matters released. This release does not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with extend to any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the Company or any obligations of the Company Released Parties arising from, concerned withexpressly set forth in, or otherwise relating toexpressly incorporated by reference into, in whole or in part, Employee’s employment, the terms and conditions of Employee’s employment, or Employee’s separation from employment with the Company or any of the matters or Claims discharged and released in this Agreement. Employee represents that Employee has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Release of Claims by Employee. In consideration of the promises of the Company provided herein, including the Company’s mutual release of claimsincluding, without limitation, the consideration provided for in Section 2, and other consideration provided for in this AgreementSeparation Benefits, that being good and valuable consideration, the receipt, adequacy and sufficiency of which Employee acknowledges, Employee, on Employee’s own behalf and on behalf of Employee’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Employee Releasing Parties”) hereby fully and forever waives, releases, extinguishes and discharges the CompanyCompany and each of its parents, its shareholders, its affiliates, subsidiaries subsidiaries, successors and its related companies, and each of their respective past, present and future parents, owners, officersinvestors, divisions, equity holders, shareholders, stockholders, members, managers, directors, shareholders, membersofficers, executives, employees, consultants, independent contractors, partnersattorneys, advisors, committees, employee benefit plans and committees, plan fiduciaries, insurers, agents, attorneyssuccessors, advisers, insurers, fiduciaries, employee benefit plans, representatives, successors representatives and assigns (each, a “Company Released Party” and collectively, the “Company Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, compensation, equity, bonuses, commissions, monies, benefits, profits interests, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damages, or any other kind of damages, which any of Employee the Releasing Parties have, had had, or may have against any of the Company Released Parties relating to or arising out of any matter arising on or before the date this Agreement is executed by Employee. Such released Claims include, without limitation, (i) all limitation Claims arising out of or in connection with, or in any way related to Employee’s employment or other service relationship with the Company, including the Employment Agreement which, for the avoidance of doubt, includes the First Amendment, the Second Amendment, and the Post-Merger Employment Agreement; Employee’s terms and conditions of employment, treatment, promotions and/or demotions, compensation, equity, stock option grants, bonuses, commissions, incentive compensation, profits interests, carried interests, commissions, payments, vacation, paid time off, leaves of absence, alleged payments, securities, benefits, employment contracts, terms and conditions of employment, severance pay, and any other compensation or benefits Employee may or may not have received during Employee’s employment or other service relationship with the Company (Company; Employee’s status as a Consultant, officer, Director, or any Released Party)stockholder of the Company; the Option Agreement and all amendments thereto, (ii) including the First Amendment to Option Agreement, the Blockchain Exchange Network, Inc. 2021 Equity Incentive Plan, the Company’s 2023 Long-Term Incentive Plan, all Stock Option Grant Notices, and all Incentive Stock Options. Employee further release all Claims arising at law or equity or sounding in contract (express or implied) or tort, including Claims for wrongful discharge, libel, slander, breach of express or implied contract or implied covenant of good faith and fair dealing, (iii) ; Claims arising by statute, common law or otherwise, including all Claims arising under any federal, state, local, county or municipal laws of any jurisdiction, (iv) ; Claims for alleged fraud, concealment, negligence, negligent misrepresentation, fraudulent inducement, promissory estoppel, quantum meruit, equitable estoppel, intentional or negligent infliction of emotional distress, violation of public policy, (v) policy and all other common law or tort claims; Claims for discrimination, harassment, sexual harassment harassment, interference or retaliation and Claims arising under any all laws that prohibit discrimination, interference, harassment or retaliation based on age, sex, gender, pregnancy, sexual orientation, race, color, ancestry, national origin, alienage or citizenship status, religion, creed, disability, medical leave, military status, veteran status, marital status, genetic information, public policy, the filing of or intent to file a workers’ compensation claim, or any other protected trait, characteristic, or activity, including, without limitation, Claims under the following laws, as amended, the Age Discrimination in Employment Act of 1967, as amended1967 (the “ADEA”), the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Xxxxx Lxxxx Xxxxxxxxx Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”), the Family and Medical Leave Act of 1993, the Sxxxxxxx-Xxxxx Act of 2002, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Labor Management Relations Act, the Immigration Reform and Control Act, the Texas Labor Code, the Texas Payday Law, the Texas Commission on New York State and New York City Human Rights Laws, and any other similar or Chapter 21equivalent state laws, all including any statute or laws of the State of Texas or amendments and their respective implementing regulations, and any other federal, state, local, municipal or common foreign law whistleblower(statutory, discrimination regulatory, or anti-retaliation statute law or ordinanceotherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and (vi) the omission of any other specific statute or law shall not limit the scope of this general release in any manner; and Claims arising under state, federal, local, municipal or common law, as well as for any expenses, costs or attorneys’ fees. Except as required by law, Employee agrees that Employee will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the Company or any of the Company Released Parties arising from, concerned with, or otherwise relating to, in whole or in part, Employee’s employment, the terms and conditions of Employee’s employment, or Employee’s separation from employment with the Company or any of the matters or Claims discharged and released in this Agreement. Employee represents that Employee has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Release of Claims by Employee. In Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by Company including settlement of the promises of Claims. THIS IS A GENERAL RELEASE OF ALL CLAIMS. 8.1. In exchange for the Company Settlement Payment being provided herein, including the Company’s mutual release of claims, the consideration provided for in Section 2, and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which Employee acknowledgesto Employee, Employee, on Employee’s own behalf behalf, and on behalf of Employee’s respective heirs, family members, executors, administrators, attorneys, representatives, current or former agents, successors and assigns, hereby voluntarily, irrevocably, and knowingly, unconditionally and absolutely waive, remise, generally release, acquit, satisfy and forever discharge Company and its legal representatives, officers, directors, fiduciaries, employees, investors, shareholders, insurers and re-insurers, agents, administrators, representativesaffiliates, executorsdivisions, successorssubsidiaries, heirspredecessor and successor corporations, devisees and assigns assigns, both in their individual and corporate capacities (collectively, the “Employee Releasing Parties”) hereby fully and forever waives, releases, extinguishes and discharges the Company, its shareholders, its affiliates, subsidiaries and its past, present and future parents, owners, officers, directors, shareholders, members, executives, employees, consultants, independent contractors, partners, agents, attorneys, advisers, insurers, fiduciaries, employee benefit plans, representatives, successors and assigns (each, a “Company Released Party” and collectively, the “Company Released PartiesReleasees”), jointly of and severallyfrom all known and unknown charges, from any and all complaints, claims, rightsgrievances, demands, debtsliabilities, obligations, lossespromises, agreements, controversies, damages, actions, causes of action, suits, controversiesrights, setoffsdemands, affirmative defensescosts, counterclaimslosses, third party actions, damagesdebts, penalties, fees, wages, medical costs, expensespain and suffering, mental anguish, emotional distress, expenses (including attorneys’ feesfees and costs actually incurred), liabilities punitive damages, and indemnities all other amounts now accrued or which may hereafter to accrue, of any kind or character whatsoever, in any jurisdiction whatsoever, in law or in equity, of any nature whatsoever (collectivelywhatsoever, the “Claims”), whether known or unknown, direct or indirect, fixed or contingent, suspected or unsuspected, accrued whether or unaccrued, whether at law, equity, administrative, statutory not apparent or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damagesyet to be discovered, or which may hereafter develop, for any other kind of damages, which any of Employee Releasing Parties have, had acts or may omissions related to claims asserted or that could have against any of been asserted in the Company Released Parties relating to Action or arising out of any matter arising on or before the date this Agreement is executed by Employee. Such released Claims include, without limitation, (i) all Claims arising out of or in connection with, or in any way related relating to Employee’s employment, compensation, equity, bonuses, commissions, incentive compensation, payments, vacation, leaves including the termination of absence, alleged payments, benefits, employment contracts, terms and conditions of Employee’s employment, severance pay, including without limitation: (a) any and any other benefits Employee may all claims relating to or may not have received during arising from Employee’s employment relationship with Company or the Company Releasees and the termination of that relationship; (b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of, shares of stock of Company, including, without limitation, any Released Party)claims for fraud; misrepresentation; breach of fiduciary duty; breach of duty under applicable state corporate law; and securities fraud under any state or federal law; however Employee does not release any claims he would have a right to bring as a current shareholder of the Company.; (c) any and all claims under the law of any jurisdiction including without limitation wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment, (ii) all Claims arising at law or equity or sounding in contract (express or implied) or tort, including Claims for wrongful discharge, libel, slanderretaliation, breach of contract, both express or implied contract or implied and implied; breach of a covenant of good faith and fair dealing, (iii) Claims arising by statute, common law or otherwise, including all Claims arising under any federal, state, local, county or municipal laws of any jurisdiction, (iv) Claims for alleged fraud, concealment, negligence, negligent misrepresentation, both express and implied; promissory estoppel, quantum meruit, ; negligent and intentional or negligent infliction of emotional distress, ; negligent and intentional misrepresentation; negligent and intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; (d) any and all claims for violation of public policyany federal, (v) Claims for discriminationstate or municipal statute, harassmentincluding without limitation all employment laws, sexual harassment or retaliation and Claims arising under any laws that prohibit discrimination, harassment or retaliation based on age, sex, gender, pregnancy, sexual orientation, race, color, ancestry, national origin, alienage or citizenship status, religion, creed, disability, medical leave, military status, veteran status, marital status, genetic information, the filing of or intent to file a workers’ compensation claim, or any other protected trait, characteristic, or activity, including, including without limitation, the Worker Adjustment and Retraining Notification (WARN) Act and any state-equivalent WARN Act; Age Discrimination in Employment Act of 1967Act, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, ; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, ; the Civil Rights Act of 1991, 1866; the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, ; the Fair Labor Standards Act, ; the Americans with Disabilities Act; the Older Workers’ Benefits Protection Act; the Family Medical Leave Act; the Equal Pay Act; the Genetic Information Nondiscrimination Act (XXXX); the Immigration Reform and Control Act (IRCA); the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, ; the National Labor Relations Act, ; the New York Labor Management Relations Act, Laws; the Immigration Reform and Control Act, the Texas Labor Code, the Texas Payday Law, the Texas Commission on New York State Human Rights Law (Executive Law Article 15 et seq.); the New York City Human Rights Law; and all other laws against discrimination or Chapter 21applicable to employment that may be the subject of a release under applicable law; (e) any and all claims for violation of the federal, or any state, constitution; (f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; (g) any and all claims arising out of any personnel policies, contracts of employment, any statute other contracts, severance pay agreements, and covenants of good faith and fair dealing; (h) any claim for any loss, cost, damage, or laws expense arising out of any dispute over the non-withholding or other tax treatment of any of the State proceeds received by Employee as a result of Texas this Agreement; (i) any claim or damage arising out of Employee’s employment with or separation from Company under any common law theory or any other federal, state, localor local statute or ordinance not specifically referred to above; (j) any and all claims for unpaid or withheld wages, municipal or common law whistleblowerseverance, discrimination or anti-retaliation statute law or ordinancebenefits, bonuses, commissions, and other compensation of any kind that Employee may have against the Releasees; and (vik) any other Claims arising under state, federal, local, municipal or common law, as well as any expenses, costs or and all claims for attorneys’ feesfees and costs. 8.2. Except as required Employee understands and agrees that, to the fullest extent permitted by law, Employee agrees that Employee will not commence, maintain, initiate, is precluded from filing or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with pursuing any other person to commence, maintain, initiate or prosecute, legal claim of any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal kind against the Company or any of the Company Released Parties arising fromReleasees at any time in the future, concerned within any federal, state, or otherwise relating tomunicipal court, in whole or in part, Employee’s employment, the terms and conditions of Employee’s employmentadministrative agency, or Employee’s separation from employment with the Company or other tribunal, arising out of any of the matters or Claims discharged and released in claims that Employee has waived by virtue of executing this Agreement. Employee agrees not to file or pursue any such legal claims and, if Employee does pursue such legal claims, Employee waives any right to receive monetary recovery. By Employee’s signature below, Employee represents that Employee has not filed any complaintssuch legal claims against any of the Releasees in any federal, charges state, or lawsuits municipal court, administrative agency, or other tribunal. Nothing in this Agreement shall be construed to waive any claims that cannot be waived as a matter of law. In addition, this Agreement does not prevent Employee from filing an administrative charge against any Releasee that may not be released as a matter of law. Nothing in this Agreement prohibits, limits or restricts, or shall be construed to prohibit, limit or restrict, Employee from exercising any legally protected whistleblower rights without notice to or consent from Company. Employee agrees that Employee has had the Company with opportunity to raise such claims and would feel comfortable doing so if such claims existed. 8.3. By Employee’s signature below, Employee represents that: (a) Employee is not aware of any governmental agency unpaid wages, vacation, bonuses, expense reimbursements, or other amounts owed to Employee by Company, other than the Settlement Payment specifically promised in this Agreement; (b) Employee has not been denied any request for leave to which Employee believes Employee was legally entitled, and Employee was not otherwise deprived of any of Employee’s rights under the Family and Medical Leave Act or any court based on Claims that similar state or local statute; and (c) Employee has not assigned or transferred, or purported to assign or transfer, to any person, entity, or individual whatsoever, any of the claims released in the foregoing general release and waiver. Company’s obligations under this Agreement are released contingent upon Employee’s compliance with all terms and waived by this Releaseconditions provided for herein.

Release of Claims by Employee. a. In consideration of the promises of the Company provided herein, including the Company’s mutual release of claims, exchange for the consideration provided for in Section 2, and other consideration provided for in this Agreement, that being good and valuable consideration, including without limitation the receipt, adequacy and sufficiency of which Employee acknowledgesSeverance Payment, Employee, on Employee’s own behalf for himself and on behalf of Employee’s agentshis heirs, administratorsexecutors, representatives, executorsagents, successorsassigns, heirsand all persons and entities claiming by, devisees through, or under him, hereby irrevocably and assigns (collectively, the “Employee Releasing Parties”) hereby unconditionally fully and forever waives, releases, extinguishes and discharges the Company, its shareholdersincluding the Company’s parents, its subsidiaries, affiliates, subsidiaries predecessors, successors, and assigns, and each of its past, present and future parents, owners, their respective officers, directors, employees, shareholders, members, executives, employees, consultants, independent contractors, and partners, agents, attorneys, advisers, insurers, fiduciaries, employee benefit plans, representatives, successors in their corporate and assigns individual capacities (each, a “Company Released Party” both individually and collectively, the “Company Released Parties”), jointly and severally, from any and all claims, rightsliabilities, charges, obligations, demands, debtsgrievances, obligations, losseslawsuits, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penaltiesattorney fees, costs, expenses, attorneys’ fees, and liabilities and indemnities of any kind or nature whatsoever whatsoever, including without limitation claims for contribution, subrogation, or indemnification, whether known or unknown (collectively, the “Claims”), whether known which Employee may have or unknownhas ever had as of the Effective Date against the Released Parties in any way related to any way related to the Employee’s hire, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equityemployment, reinstatement, reemployment, compensatory damages, punitive damagestermination, or any other kind of damages, which any of Employee Releasing Parties have, had or may have against any of separation from employment with the Company Released Parties relating to or arising out by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter arising on or before (the date this Agreement is executed by Employee“Released Claims”). Such released The Released Claims include, without limitationbut are not limited to, (i) all Claims arising out of any matters, causes, or in connection withthings whatsoever that were, have been, or in any way related to Employee’s could have been alleged as of the Effective Date including but not limited to, any and all claims arising under federal, state, or local employment, compensationcivil rights, equitylabor, bonuseswage and hour, commissionswage payment, incentive compensationback pay or similar laws, paymentsincluding, vacationwithout limitation, leaves claims of absence, alleged payments, benefits, employment contracts, terms and conditions of employment, severance pay, and any other benefits Employee may or may not have received during Employee’s employment with the Company (or any Released Party), (ii) all Claims arising at law or equity or sounding in contract (express or implied) or tort, including Claims for wrongful discharge, libel, slander, breach of express or implied contract contract, fraud, misrepresentation, defamation, whistle-blowing or implied covenant of good faith and fair dealing, (iii) Claims arising by statuteliability in tort, common law claims, claims of any kind that may be brought in any court or otherwiseadministrative agency, including all Claims any claims arising under any federal, state, local, county or municipal laws of any jurisdiction, (iv) Claims for alleged fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, violation of public policy, (v) Claims for discrimination, harassment, sexual harassment or retaliation and Claims arising under any laws that prohibit discrimination, harassment or retaliation based on age, sex, gender, pregnancy, sexual orientation, race, color, ancestry, national origin, alienage or citizenship status, religion, creed, disability, medical leave, military status, veteran status, marital status, genetic information, the filing of or intent to file a workers’ compensation claim, or any other protected trait, characteristic, or activity, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 1981-1988, the Civil Rights Act of 1991, the Civil Rights Equal Pay Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act of 20091973, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amendedAct, the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Labor Management Relations Fair Credit Reporting Act, Executive Order I 1246, the Immigration Reform and Control Act of 1986, the Utah Anti-Discrimination Act, the Texas Labor CodeUtah Minimum Wage Act, and the Utah Payment of Wages Act, the Texas Payday New Jersey Law Against Discrimination, the New Jersey Family Medical Leave Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Wage Payment Law, the Texas Commission on Human Rights New Jersey Wage and Hour Law, retaliation claims under the New Jersey Workers’ Compensation Act, the New Jersey Equal Pay Act, the New Jersey Civil Union Act, the New Jersey Smoking Law, and all other federal, state or Chapter 21local statutes, ordinances, and regulations. Employee understands that the Released Claims include a release of claims arising under the Age Discrimination in Employment Act. b. Provided, however, notwithstanding anything to the contrary set forth herein, this Section 4 shall not (i) extend to any statute or laws obligations of the State Company under this Agreement or any claims that cannot be waived under applicable law; (ii) prohibit any claims by Employee for unemployment insurance benefits or worker’s compensation benefits under the New Jersey Unemployment Insurance Law and New Jersey Workers’ Compensation Act; (iii) prohibit Employee from filing charges with the Equal Employment Opportunity Commission or state anti-discrimination agencies for violation of Texas state or federal employment laws within the jurisdiction of those agencies, except that Employee does specifically waive Employee’s right to personal monetary recovery in connection with such charges; (iv) eliminate any vested rights that Employee may have under any employee pension or welfare benefit plan in which he participated as an employee of the Company; and/or (v) prohibit Employee’s participation in the Company’s employee health benefit plan, as allowed by COBRA and the terms, conditions, and limitations of the plan. In addition, notwithstanding anything to the contrary contained herein, nothing in this Agreement prohibits Employee from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21 F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other federal, state, local, municipal whistleblower protection provisions of state or common law whistleblower, discrimination or anti-retaliation statute federal law or ordinanceregulation (including the right to receive an award for information provided to any such government agencies). c. Employee acknowledges that he may hereafter discover facts different from or in addition to those he now knows or believes to be true with respect to the Released Claims, and (vi) any other Claims arising under stateEmployee expressly agrees to assume the risk of the possible discovery of additional or different facts, federal, local, municipal or common law, as well as any expenses, costs or attorneys’ fees. Except as required by law, Employee and agrees that Employee will not commencethis Agreement shall remain effective in all respects, maintain, initiate, regardless of such additional or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the Company or any of the Company Released Parties arising from, concerned with, or otherwise relating to, in whole or in part, Employee’s employment, the terms and conditions of Employee’s employment, or Employee’s separation from employment with the Company or any of the matters or Claims discharged and released in this Agreement. Employee represents that Employee has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Releasedifferent facts.

Release of Claims by Employee. In consideration of the promises of the Company provided herein, including the Company’s mutual release of claims, the consideration provided for in Section 2, and other consideration provided for promises in this Agreement, that being and other good and valuable consideration, the receipt, adequacy receipt and sufficiency of which Employee expressly acknowledges, Employee, on Employee’s own behalf behalf, and on behalf of Employee’s agentsheirs, executors, administrators, representativessuccessors, executorsassigns, attorneys, and other personal representatives of whatever kind, RELEASES, REMISES, AND FOREVER DISCHARGES Company, its predecessors, successors, heirsand assigns, devisees as well as the past, present, and assigns future parent, subsidiary, and affiliated companies and divisions of Company, including Katalyst Management Collective LLC, Katalyst Capital, Key Investment Associates LLC, Kadens Family Holdings LLC, Xxxxx and Xxx Xxxxxx individually and severally (collectively, the “Employee Releasing PartiesAffiliates”) hereby fully and forever waives), releases, extinguishes and discharges the Company, its shareholders, its affiliates, subsidiaries and its as well all past, present present, and future parents, owners, officers, directors, shareholders, members, executivesmanagers, partners, employees, consultantsagents, independent contractors, partnersattorneys, insurers, third-party administrators, benefit plans, and any other representative of whatever kind or nature (individually and in their official capacities) of the Company and the Affiliates, and Insperity, including its current and former parent companies, subsidiaries, and other affiliated companies as well as any of their current and former insurers, directors, officers, agents, attorneysshareholders, advisersand employees, insurers, fiduciaries, employee benefit plans, representatives, successors and assigns (each, a “Company Released Party” and collectively, the “Company Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “ClaimsReleased Parties”)) from any action, claim, obligation, damages, cost, or expense that Employee has or may have had against them, whether known or unknown, suspected based upon acts or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damages, or any other kind of damages, which any of Employee Releasing Parties have, had or may have against any of the Company Released Parties relating to or arising out of any matter arising omission occurring on or before the date this Agreement is executed by Resignation Date, including but not limited to claims arising directly or indirectly from Employee. Such released Claims include, without limitation, (i) all Claims arising out of or in connection ’s employment with, or in any way related to Employee’s employmentseparation of employment from, compensation, equity, bonuses, commissions, incentive compensation, payments, vacation, leaves of absence, alleged payments, benefits, employment contracts, terms and conditions of employment, severance pay, and any other benefits Employee may or may not have received during Employee’s employment with the Company (or any Released Party)Affiliate. This release covers all possible claims that are waivable by law, (ii) including but not limited to all Claims arising at law or equity or sounding claims that could be asserted in contract (express or implied) or contract, in tort, including Claims for wrongful dischargeunder any state common law, libelunder federal common law, slanderunder any state constitution, breach of express under the federal Constitution, or implied contract or implied covenant of good faith and fair dealing, (iii) Claims arising by under any federal statute, common law state statute, local ordinance, or otherwise, including all Claims arising under any federal, state, local, county or municipal laws of any jurisdiction, (iv) Claims for alleged fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, violation of public policy, (v) Claims for discrimination, harassment, sexual harassment or retaliation and Claims arising under any laws that prohibit discrimination, harassment or retaliation based on age, sex, gender, pregnancy, sexual orientation, race, color, ancestry, national origin, alienage or citizenship status, religion, creed, disability, medical leave, military status, veteran status, marital status, genetic information, the filing of or intent to file a workers’ compensation claim, or any other protected trait, characteristic, or activity, includinglocal regulation. This specifically includes, without limitation, claims arising under the Age Discrimination in Employment Act of 1967, as amended, Illinois anti-discrimination laws; the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Illinois Civil Rights Act; all state employment laws; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, ; the Family and Medical Leave Act of 1993, as amended; the Occupational Safety and Health ActAmericans with Disabilities Act of 1990, as amended; Sections 1981 through 1988 of Title 42 of the Employee Polygraph Protection ActUnited States Code, as amended; the Uniformed Services Employment and Reemployment Rights ActEqual Pay Act of 1963, as amended; the Worker Adjustment and Retraining Notification ActImmigration Reform Control Act of 1986, the Genetic Information Nondiscrimination Act, as amended; the National Labor Relations ActAct of 1935, as amended; the Labor Management Relations ActXxxxxxxx-Xxxxx Act of 2002, as amended; and the Immigration Xxxx-Xxxxx Xxxx Street Reform and Control ActConsumer Protection Act of 2010, as amended. However, this release does not extend to claims which, by law, cannot be released through an agreement such as this. Employee and Company agree and confirm that no reference herein to any specific claim or statute is intended to limit the Texas Labor Codescope of this Agreement. Nothing in this Section 4.0 precludes Employee from filing a charge of discrimination, or from participating in an investigation, with the Texas Payday LawEqual Employment Opportunity Commission (“EEOC”) or an applicable state agency, or from filing a charge or complaint with any other governmental agency. Employee, however, expressly waives and releases any right Employee may have to recover any monetary relief or other relief or damages resulting from a charge or any action or suit that may be instituted on Employee’s behalf against the Texas Commission on Human Rights or Chapter 21Released Parties by the Equal Employment Opportunity Commission, any statute or laws of the State of Texas an applicable state agency, or any other federal, state, local, municipal or common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and (vi) any other Claims arising under state, federal, local, municipal or common law, as well as any expenses, costs or attorneys’ feesgovernmental agency. Except as required by lawFurther, Employee agrees expressly waives and releases any right Employee may have to recover any monetary relief or other relief or damages resulting from any class or collective action that Employee will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the Company or any of the Company Released Parties arising from, concerned with, or otherwise relating to, in whole or in part, may be filed on Employee’s employment, the terms and conditions behalf. This release of Employee’s employmentright to monetary relief covers charges, actions, suits, and class or Employee’s separation from employment with collective actions based upon acts or omissions occurring on or before the Company or any of the matters or Claims discharged and released in moment Employee executes this Agreement. Employee represents that Employee has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Release of Claims by Employee. a. In consideration of the promises of the Company provided herein, including the Company’s mutual release of claims, exchange for the consideration provided for in Section 2, and other consideration provided for in this Agreement, that being good and valuable consideration, including without limitation the receipt, adequacy and sufficiency of which Employee acknowledgesSeverance Payment, Employee, on Employee’s own behalf for himself and on behalf of Employee’s agentshis heirs, administratorsexecutors, representatives, executorsagents, successorsassigns, heirsand all persons and entities claiming by, devisees through, or under him, hereby irrevocably and assigns (collectively, the “Employee Releasing Parties”) hereby unconditionally fully and forever waives, releases, extinguishes and discharges the Company, its shareholdersincluding the Company’s parents, its subsidiaries, affiliates, subsidiaries predecessors, successors, and assigns, and each of its past, present and future parents, owners, their respective officers, directors, employees, shareholders, members, executives, employees, consultants, independent contractors, and partners, agents, attorneys, advisers, insurers, fiduciaries, employee benefit plans, representatives, successors in their corporate and assigns individual capacities (each, a “Company Released Party” both individually and collectively, the “Company "Released Parties”"), jointly and severally, from any and all claims, rightsliabilities, charges, obligations, demands, debtsgrievances, obligations, losseslawsuits, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penaltiesattorney fees, costs, expenses, attorneys’ fees, and liabilities and indemnities of any kind or nature whatsoever (collectivelywhatsoever, the “Claims”)including without limitation claims for contribution, subrogation, or indemnification, whether known or unknown, suspected which Employee may have or unsuspectedhas ever had as of the Effective Date against the Released Parties in any way related to any way related to the Employee’s hire, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equityemployment, reinstatement, reemployment, compensatory damages, punitive damagestermination, or any other kind of damages, which any of Employee Releasing Parties have, had or may have against any of separation from employment with the Company Released Parties relating to or arising out by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter arising on or before (the date this Agreement is executed by Employee"Released Claims"). Such released The Released Claims include, without limitationbut are not limited to, (i) all Claims arising out of any matters, causes, or in connection withthings whatsoever that were, have been, or in any way related to Employee’s employment, compensation, equity, bonuses, commissions, incentive compensation, payments, vacation, leaves could have been alleged as of absence, alleged payments, benefits, employment contracts, terms and conditions the Effective Date arising out of employment, severance pay, and any other benefits Employee may or may not have received during Employee’s employment with by the Company (Company, including, but not limited to, any and all claims arising under federal, state, or any Released Party)local employment, (ii) all Claims arising at law civil rights, labor, wage and hour, wage payment, back pay or equity or sounding in contract (express or implied) or tortsimilar laws, including Claims for including, without limitation, claims of wrongful discharge, libel, slander, breach of express or implied contract contract, fraud, misrepresentation, defamation, whistle-blowing or implied covenant of good faith and fair dealing, (iii) Claims arising by statuteliability in tort, common law claims, claims of any kind that may be brought in any court or otherwiseadministrative agency, including all Claims any claims arising under any federal, state, local, county or municipal laws of any jurisdiction, (iv) Claims for alleged fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, violation of public policy, (v) Claims for discrimination, harassment, sexual harassment or retaliation and Claims arising under any laws that prohibit discrimination, harassment or retaliation based on age, sex, gender, pregnancy, sexual orientation, race, color, ancestry, national origin, alienage or citizenship status, religion, creed, disability, medical leave, military status, veteran status, marital status, genetic information, the filing of or intent to file a workers’ compensation claim, or any other protected trait, characteristic, or activity, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §ßß 1981-1988, the Civil Rights Act of 1991, the Civil Rights Equal Pay Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act of 20091973, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amendedAct, the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Labor Management Relations Fair Credit Reporting Act, Executive Order I 1246, the Immigration Reform and Control Act of 1986, the Utah Anti-Discrimination Act, the Texas Labor CodeUtah Minimum Wage Act, and the Texas Payday LawUtah Payment of Wages Act, and all other federal, state or local statutes, ordinances, and regulations. Employee understands that the Texas Commission on Human Rights or Chapter 21Released Claims include a release of claims arising under the Age Discrimination in Employment Act. b. Provided, however, notwithstanding anything to the contrary set forth herein, this Section 3 shall not (i) extend to any statute or laws obligations of the State Company under this Agreement or any claims that cannot be waived under applicable law; (ii) prohibit any claims by Employee for unemployment insurance benefits or worker’s compensation benefits under Utah law; (iii) prohibit Employee from filing charges with the Equal Employment Opportunity Commission or state anti-discrimination agencies for violation of Texas state or federal employment laws within the jurisdiction of those agencies, except that Employee does specifically waive Employee’s right to personal monetary recovery in connection with such charges; (iv) eliminate any vested rights that Employee may have under any employee pension or welfare benefit plan in which he participated as an employee of the Company; and/or (v) prohibit Employee’s participation in the Company’s employee health benefit plan, as allowed by COBRA and the terms, conditions, and limitations of the plan. In addition, notwithstanding anything to the contrary contained herein, nothing in this Agreement prohibits Employee from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21 F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other federal, state, local, municipal whistleblower protection provisions of state or common law whistleblower, discrimination or anti-retaliation statute federal law or ordinanceregulation (including the right to receive an award for information provided to any such government agencies). c. Employee acknowledges that he may hereafter discover facts different from or in addition to those he now knows or believes to be true with respect to the Released Claims, and (vi) any other Claims arising under stateEmployee expressly agrees to assume the risk of the possible discovery of additional or different facts, federal, local, municipal or common law, as well as any expenses, costs or attorneys’ fees. Except as required by law, Employee and agrees that this Agreement shall remain effective in all respects, regardless of such additional or different facts. d. In exchange for Employee's waiver and release of claims against the Released Parties, and non-revocation of any portion of that release, the Company, including the Company's parents, subsidiaries, affiliates, predecessors, successors, and assigns, expressly waives and releases any and all claims against the Employee will not commencethat may be waived and released by law with the exception of claims arising out of or attributable to: (i) events, maintain, initiateacts, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against omissions taking place after the Company or any Parties' execution of the Company Released Parties arising from, concerned with, or otherwise relating to, in whole or in part, Agreement; (ii) the Employee’s employment, the 's breach of any terms and conditions of the Agreement; (iii) the Employee’s employment's breach of any of the material terms and conditions of the Employment Agreement or CINSA; and (iv) the Employee's criminal activities, gross negligence or intentional misconduct occurring during the Employee’s separation from 's employment with the Company or any of the matters or Claims discharged and released in this Agreement. Employee represents that Employee has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this ReleaseCompany.

Release of Claims by Employee. In consideration of (a) Pursuant to the promises of the Company provided herein, including the Company’s mutual release of claims, the consideration provided for in Section 2, and other consideration provided for in this Employment Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which Employee acknowledges, Employee, on Employee’s own behalf with the intention of binding herself and on behalf of Employee’s agents, administrators, representativesher heirs, executors, successors, heirs, devisees administrators and assigns (collectively, and together with Employee, the “Employee Releasing PartiesReleasors”) ), hereby fully releases, remises, acquits and forever waives, releases, extinguishes and discharges the Company, Company and each of its shareholders, its affiliates, subsidiaries and its pastaffiliates (the “Company Affiliated Group”), and their past and present and future parents, owners, officers, directors, shareholders, members, executives, employees, consultants, independent contractors, partners, agents, attorneys, advisers, insurers, fiduciaries, employee benefit plansaccountants, representatives, successors plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (eachcollectively, a “and together with the members of the Company Released Party” and collectivelyAffiliated Group, the “Company Released Parties”), jointly of and severally, from any and all claims, rights, demands, debts, obligations, lossesactions, causes of action, suitscomplaints, controversiescharges, setoffsdemands, affirmative defenses, counterclaims, third party actionsrights, damages, penaltiesdebts, costssums of money, accounts, financial obligations, suits, expenses, attorneys’ fees, fees and liabilities and indemnities of any whatever kind or nature whatsoever (collectivelyin law, the “Claims”)equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damagesthat arise out of, or any other kind of damages, which any of Employee Releasing Parties have, had or may have against any of the Company Released Parties relating to or arising out of any matter arising on or before the date this Agreement is executed by Employee. Such released Claims include, without limitation, (i) all Claims arising out of or in connection with, or relate in any way related to Employee’s employmentto, compensation, equity, bonuses, commissions, incentive compensation, payments, vacation, leaves of absence, alleged payments, benefits, employment contracts, terms and conditions of employment, severance pay, and any other benefits Employee may or may not have received during Employee’s employment with the Company or the termination of such employment (collectively, “Released Claims”) and that Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Employee’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any Released Partycapacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) all Claims arising at law for severance or equity vacation benefits, unpaid wages, salary or sounding in contract (express or implied) or tort, including Claims for wrongful discharge, libel, slander, breach of express or implied contract or implied covenant of good faith and fair dealingincentive payments, (iii) Claims arising by statutefor breach of contract, common law wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or otherwise, including all Claims arising under any federal, state, local, county or municipal laws of any jurisdictionother tort, (iv) Claims for alleged fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, any violation of public policyapplicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) Claims for discrimination, harassment, sexual harassment or retaliation and Claims arising employment discrimination under any laws that prohibit discriminationapplicable federal, harassment state or retaliation based on agelocal statute, sexprovision, genderorder or regulation, pregnancy, sexual orientation, race, color, ancestry, national origin, alienage or citizenship status, religion, creed, disability, medical leave, military status, veteran status, marital status, genetic information, the filing of or intent to file a workers’ compensation claim, or any other protected trait, characteristic, or activity, and including, without limitationlimitation but only to extent applicable, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, any claim under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §19811964 (“Title VII”), the Civil Rights Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Labor Management Relations Act, the Immigration Reform and Control Act, the Texas Labor Code, the Texas Payday Law, the Texas Commission on Human Rights or Chapter 21, any statute or laws of the State of Texas or any other federal, state, local, municipal or common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and following rights shall constitute a Released Claim: (vi1) any other Claims right arising under, or preserved by, this Release; (2) any right arising under state, federal, local, municipal Section 4 or common law, as well as any expenses, costs or attorneys’ fees. Except as required by law, Employee agrees that Employee will not commence, maintain, initiateSection 6 of the Employment Agreement which are meant to last following Employee’s termination of employment with the Company, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with by which its terms arises following the date hereof under another section of the Employment Agreement; (3) any other person claim related solely to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against Employee’s status as an equityholder of the Company or any affiliate thereof; (4) any right to indemnification under (i) applicable law, (ii) the Employment Agreement, (iii) the limited liability agreement, partnership agreement, by-laws or certificate of incorporation of any Company Released Party, (iv) any other agreement between Employee and a Company Released Party or (v) as an insured under any director’s and officer’s liability insurance policy now or previously in force; or (5) any claim for vested benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Employee Releasor shall file or cause to be filed any action, suit, claim, charge or proceeding with any governmental agency, court or tribunal relating to any Released Parties arising fromClaim within the scope of this Section 1. (c) In the event any action, concerned withsuit, claim, charge or otherwise relating toproceeding within the scope of this Section 1 is brought by any government agency, putative class representative or other third Party to vindicate any alleged rights of Employee, (i) Employee shall, except to the extent required or compelled by law, legal process or subpoena, refrain from participating, testifying or producing documents therein, and (ii) all damages, inclusive of attorneys’ fees, if any, required to be paid to Employee by the Company as a consequence of such action, suit, claim, charge or proceeding shall be repaid to the Company by Employee within ten (10) calendar days of her receipt thereof. (d) The amounts and other benefits set forth in whole or Section 6 of the Employment Agreement, to which Employee would not be entitled in partthe absence of this Release, are being paid to Employee in return for Employee’s employment, the terms execution and conditions nonrevocation of this Release and Employee’s employment, or Employee’s separation from employment with agreements and covenants contained in the Company or any of the matters or Claims discharged and released in this Employment Agreement. Employee represents acknowledges and agrees that the release of claims set forth in this Section 1 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied. (e) The release of claims set forth in this Section 1 applies to any relief in respect of any Released Claim of any kind, no matter how called, including wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses. Employee has specifically acknowledges that her acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of her rights, claims and causes of action under Title VII, ADEA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law Employee is not filed any complaints, charges permitted to waive. Nothing in this Release shall prohibit Employee from reporting possible violations of federal law or lawsuits against the Company with regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any court based on Claims that are released and waived by this Releaseother whistleblower protection provisions of state or federal law or regulation.

Release of Claims by Employee. In Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, its subsidiaries, parent companies, predecessors, successors or any direct or indirect related corporation or any current or former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions or assigns of any of the promises of the Company provided herein, including the Company’s mutual release of claimsforegoing (collectively, the consideration provided for in Section 2, and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which Employee acknowledges, “Releasees”). Employee, on Employee’s own behalf and on behalf of Employee’s agentsrespective heirs, administrators, representativesfamily members, executors, successorsagents, heirsand assigns, devisees and assigns (collectively, the “Employee Releasing Parties”) hereby fully and forever waivesreleases the Releasees from, releasesand agrees not to sue concerning, extinguishes and discharges the Companyor in any manner to institute, its shareholdersprosecute, its affiliatesor pursue, subsidiaries and its pastany claim, present and future parentscomplaint, ownerscharge, officersduty, directorsobligation, shareholdersdemand, members, executives, employees, consultants, independent contractors, partners, agents, attorneys, advisers, insurers, fiduciaries, employee benefit plans, representatives, successors and assigns (each, a “Company Released Party” and collectively, the “Company Released Parties”), jointly and severally, from or cause of action relating to any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities matters of any kind or nature whatsoever (collectively, the “Claims”)kind, whether presently known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damages, or any other kind of damages, which any of that Employee Releasing Parties have, had or may have possess against any of the Company Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (the “Employee Released Parties Claims”). The Employee Released Claims include without limitation: (a) any and all claims relating to or arising out from Employee’s employment relationship with the Company and the termination of that relationship; (b) any matter and all claims relating to, or arising on from, Employee’s right to purchase, or before actual purchase of shares of stock of the date this Agreement is executed by Employee. Such released Claims includeCompany, or restricted stock units, including, without limitation, (i) all Claims arising out of or in connection withany claims for fraud, or in any way related to Employee’s employment, compensation, equity, bonuses, commissions, incentive compensation, payments, vacation, leaves of absence, alleged payments, benefits, employment contracts, terms and conditions of employment, severance pay, and any other benefits Employee may or may not have received during Employee’s employment with the Company (or any Released Party), (ii) all Claims arising at law or equity or sounding in contract (express or implied) or tort, including Claims for wrongful discharge, libel, slandermisrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express or implied contract or implied and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iiid) Claims arising by statute, common law or otherwise, including any and all Claims arising under claims for violation of any federal, state, local, county or municipal laws of any jurisdiction, (iv) Claims for alleged fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, violation of public policy, (v) Claims for discrimination, harassment, sexual harassment or retaliation and Claims arising under any laws that prohibit discrimination, harassment or retaliation based on age, sex, gender, pregnancy, sexual orientation, race, color, ancestry, national origin, alienage or citizenship status, religion, creed, disability, medical leave, military status, veteran status, marital status, genetic information, the filing of or intent to file a workers’ compensation claim, or any other protected trait, characteristic, or activitystatute, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973but not limited to, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, ; the Civil Rights Act of 1991, ; the Civil Rights Rehabilitation Act of 1866 and/or 1871, 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, Act; the Fair Labor Standards Act, ; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974, as amended, ; the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the federal Worker Adjustment and Retraining Notification Act, ; the Genetic Information Nondiscrimination Family and Medical Leave Act, ; the National Labor Relations Xxxxxxxx-Xxxxx Act of 2002; the California Family Rights Act, ; the Labor Management Relations Act, the Immigration Reform and Control Act, the Texas California Labor Code; California Labor Code sections 132a and 4553; the California Worker Adjustment and Retraining Notification Act; the California Fair Employment and Housing Act; the Massachusetts Payment of Wages Law (the “Wage Act”), the Texas Payday Law, the Texas Commission on Human Rights or Chapter 21, and any statute or laws and all claims for violation of the State of Texas or any other federal, state, localor local law, municipal rule, regulation, or common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and ordinance that can be waived under applicable law; (vie) any and all claims for violation of the federal or any state constitution; (f) any and all claims arising out of any other Claims arising laws and regulations relating to employment or employment discrimination, whether under state, federallocal or federal law, local, municipal or the common law; (g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as well as a result of this Agreement; and (h) any expenses, costs or and all claims for attorneys’ feesfees and costs. Except as required by law, Employee agrees that Employee will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person the release set forth in this section shall be and remain in effect in all respects as a complete general release as to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the Company or any of the Company Released Parties arising from, concerned with, or otherwise relating to, in whole or in part, Employee’s employment, the terms and conditions of Employee’s employment, or Employee’s separation from employment with the Company or any of the matters or Claims discharged and released in released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law or waive the right to engage in any Protected Activity (as defined below). This release does not extend to any right Employee represents that may have to unemployment or workers’ compensation benefits. This release does not release any rights Employee has not filed may have to seek coverage or indemnity for any complaintsclaims made against Employee arising out of or relating to her employment and/or her right to seek coverage, charges defense or lawsuits against indemnity for any such claims under the Indemnity Agreement or pursuant to any Company with any governmental agency or any court based on Claims that are released policy of insurance including its Officers and waived by this ReleaseDirectors policy.

Release of Claims by Employee. In consideration of the benefits being ----------------------------- delivered to him under the terms of this Agreement and the other promises of the Company provided herein, including the Company’s mutual release of claims, the consideration provided for in Section 2, and other consideration provided for contained in this Agreement, that being good Employee for himself, his successors and valuable considerationassigns, the receipt, adequacy and sufficiency of which Employee acknowledges, Employee, on Employee’s own behalf and on behalf of Employee’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Employee Releasing Parties”) hereby fully now and forever waives, releases, extinguishes hereby releases and discharges the Company, Company and all its shareholders, its affiliates, subsidiaries past and its past, present and future parents, owners, officers, directors, shareholders, members, executivesstockholders, employees, consultants, independent contractors, partners, agents, attorneyspredecessors, adviserssubsidiaries, insurersaffiliates, fiduciariesestates, employee benefit planssuccessors, representatives, successors assigns and assigns attorneys (each, a “Company Released Party” and collectively, the “Company Released Parties”), jointly and severally, hereinafter collectively referred to as "Releasees") from any and all claims, rightscharges, demands, debts, obligations, lossesactions, causes of action, sums of money due, suits, controversiesdebts, setoffscovenants, affirmative defensescontracts, counterclaimsagreements, third party actionspromises, damagesdemands or liabilities (hereinafter collectively referred to as "Claims") whatsoever, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind in law or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, in equity, administrativewhich Employee ever had or now has from the beginning of time up to the date this Agreement is executed. Employee understands and agrees that he has knowingly relinquished, statutory or otherwisewaived and forever released any and all remedies arising out of such Claims, and whether for injunctive reliefincluding, back paywithout limitation, backpay, front pay, fringe benefits, equity, reinstatement, reemploymentliquidated damages, compensatory damages, general damages, special damages, punitive damages, or any other kind of exemplary damages, which any of Employee Releasing Parties haveconsequential damages, had or may have against any costs, expenses and attorneys' fees. Without limiting the generality of the foregoing, Employee specifically acknowledges and agrees that he has knowingly and voluntarily released the Company Released Parties relating to and all other Releasees from any and all claims that are in any way connected with any employment relationship or arising out the termination of any matter employment relationship that existed between the Company and Employee, including without limitation all claims arising on under federal, state or before the date this Agreement is executed by Employee. Such released Claims includelocal statute, without limitationregulation, ordinance or common-law for (i) all Claims arising out of or in connection with, or in any way related to Employee’s employment, compensation, equity, bonuses, commissions, incentive compensation, payments, vacation, leaves of absence, alleged payments, benefits, employment contracts, terms and conditions of employment, severance pay, and any other benefits Employee may or may not have received during Employee’s employment with the Company (or any Released Party), discrimination; (ii) all Claims arising at law or equity or sounding in contract (express or implied) or tort, including Claims for wrongful discharge, libel, slander, breach of express or implied contract or implied covenant of good faith and fair dealing, ; (iii) Claims arising by statute, common law or otherwise, including all Claims arising under any federal, state, local, county or municipal laws breach of any jurisdiction, contract; (iv) Claims tort claims of any type, including those for alleged fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distressharm, violation of public policyintentional or negligent hiring, retention or supervision and assault or battery; and (v) Claims for discriminationunpaid benefits, harassmentwages, sexual harassment compensation, commissions, bonuses or retaliation and Claims arising under incentive payments of any laws that prohibit discrimination, harassment or retaliation based on age, sex, gender, pregnancy, sexual orientation, race, color, ancestry, national origin, alienage or citizenship status, religion, creed, disability, medical leave, military status, veteran status, marital status, genetic information, the filing of or intent to file a workers’ compensation claim, or any other protected trait, characteristic, or activity, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Labor Management Relations Act, the Immigration Reform and Control Act, the Texas Labor Code, the Texas Payday Law, the Texas Commission on Human Rights or Chapter 21, any statute or laws of the State of Texas or any other federal, state, local, municipal or common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and (vi) any other Claims arising under state, federal, local, municipal or common law, as well as any expenses, costs or attorneys’ fees. Except as required by law, Employee agrees that Employee will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the Company or any of the Company Released Parties arising from, concerned with, or otherwise relating to, in whole or in part, Employee’s employment, the terms and conditions of Employee’s employment, or Employee’s separation from employment with the Company or any of the matters or Claims discharged and released in this Agreement. Employee represents that Employee has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Releasetype.