Common use of Release of Claims by Executive Clause in Contracts

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,

Release of Claims by Executive. (a) Pursuant to Section 11(h) the consideration provided in Exhibit A of the Employment AgreementTransition Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns and successors in interest (collectively, and together with Executive, the “Executive ReleasorsDerivative Claimants” and each a “Derivative Claimant”), hereby releasesIRREVOCABLY, remisesUNCONDITIONALLY AND GENERALLY RELEASES, acquits and forever discharges ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present Company’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and any and all agents, plan fiduciariesdirectors, officers, employees, members, stockholders, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) own, or held from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, (iv) for any violation false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of applicable federala career opportunity, state and local labor and employment laws discrimination (including all laws concerning unlawful disparate treatment and unfair labor and employment practices) and (v) for employment discrimination under any applicable federaldisparate impact), state or local statutehostile work environment, provisionsexual harassment, order or regulation, and including, without limitationretaliation, any claim under request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to Title VII of the Civil Rights Act of 1964 (“Title VII”)1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Age Discrimination in Employment Act, the Older Workers’ Benefits Protection Act, the Vocational Rehabilitation Act, the Americans with Disabilities Act, and/or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1iii) any right arising underother matter (each of which is referred to herein as a “Claim”); provided, however, that nothing in this Agreement shall operate to release any claims that cannot be released under applicable law. Notwithstanding the foregoing, nothing contained herein shall operate to release any obligations of Company, its successors or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under assigns: (i) applicable corporate lawthat relates to amounts or benefits set forth on Exhibit A of the Transition Agreement, or (ii) to defend and indemnify Executive to the by-laws maximum extent that directors and officers of corporations are required to be indemnified under Delaware law or certificate the Company’s Certificate of incorporation Incorporation and Bylaws for all costs of litigation and any Company Released Party,judgment or settlement amount paid for acts, errors or omissions for periods of time during which Executive served as an officer or director of the Company.

Release of Claims by Executive. (a) Pursuant to Section 11(h12(h) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the Employment Agreement, (iii) the by-laws or certificate of incorporation of any Company Released Party,, (iv) any other agreement between Executive 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 (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1 (each, individually, a “Proceeding”), and no Executive Releasor shall participate voluntarily in any Proceeding; provided, however, and subject to the immediately following sentence, nothing set forth herein is intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. (c) In the event any Proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such Proceeding shall be repaid to the Company by Executive within ten (10) calendar days of his receipt thereof. (d) The amounts and other benefits set forth in Section 12 of the Employment Agreement (other than the Accrued Obligations), to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and non-revocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h11(g) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force; or (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1 (each, individually, a “Proceeding”), and no Executive Releasor shall participate voluntarily in any Proceeding; provided, however, and subject to the immediately following sentence, nothing set forth herein is intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. (c) In the event any Proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such Proceeding shall be repaid to the Company by Executive within ten (10) calendar days of his receipt thereof. (d) The amounts and other benefits set forth in Sections 11(b)(A)-(C) of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and non-revocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the Employment covenants from Company to Executive set forth herein and in the Severance Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns and successors in interest (collectively, and together with Executive, the “Executive ReleasorsDerivative Claimants” and each a “Derivative Claimant”), hereby releasesIRREVOCABLY, remisesUNCONDITIONALLY AND GENERALLY RELEASES, acquits and forever discharges ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present Company’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and agents, plan fiduciariesdirectors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, (iv) for any violation false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of applicable federala career opportunity, state and local labor and employment laws discrimination (including all laws concerning unlawful disparate treatment and unfair labor and employment practices) and (v) for employment discrimination under any applicable federaldisparate impact), state or local statutehostile work environment, provisionsexual harassment, order or regulation, and including, without limitationretaliation, any claim under request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 1964, as amended, the Equal Pay Act, 42 U.S.C. Sections 1981, 1983, or 1985, the Vocational Rehabilitation Act of 1977, the Americans with Disabilities Act, the Family and Medical Leave Act or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a “Title VIIClaim”); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns (x) arising under any claims under the Severance Agreement or under any other written Company benefit plans, such as the Sysco Corporation Supplemental Executive Retirement Plan, the Age Discrimination in Employment Act (“ADEA”Sysco Corporation Executive Deferred Compensation Plan, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof or analogous state statute, excepting only (y) to defend and indemnify Executive to the maximum extent that no claim in respect directors and officers of corporations are permitted to be indemnified under Delaware law for all costs of litigation and any of the following rights shall constitute a Released Claim: (1) any right arising under, judgment or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,settlement amount paid.

Release of Claims by Executive. (a) Pursuant to Section 11(h11(g) of the Employment Agreement, Executive, with the intention of binding himself Executive and his Executive’s heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force; or (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1 (each, individually, a “Proceeding”), and no Executive Releasor shall participate voluntarily in any Proceeding; provided, however, and subject to the immediately following sentence, nothing set forth herein is intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right Executive may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. (c) In the event any Proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such Proceeding shall be repaid to the Company by Executive within ten (10) calendar days of Executive’s receipt thereof. (d) The amounts and other benefits set forth in Sections 11(b)(A)-(C) of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and non-revocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that Executive’s acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of Executive’s 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In exchange for the good and valuable consideration provided herein, the receipt and sufficiency of the Employment Agreementwhich is hereby acknowledged, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns and successors in interest (collectively, and together with Executive, the “Executive ReleasorsDerivative Claimants” and each a “Derivative Claimant”), hereby releasesIRREVOCABLY, remisesUNCONDITIONALLY AND GENERALLY RELEASES, acquits and forever discharges ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present Company’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and any and all agents, plan fiduciariesdirectors, officers, employees, members, stockholders, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) owned, or held from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, (iv) for any violation false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of applicable federala career opportunity, state and local labor and employment laws discrimination (including all laws concerning unlawful disparate treatment and unfair labor and employment practices) and (v) for employment discrimination under any applicable federaldisparate impact), state or local statutehostile work environment, provisionsexual harassment, order or regulation, and including, without limitationretaliation, any claim under request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to Title VII of the Civil Rights Act of 1964 (“Title VII”)1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Age Discrimination in Employment Act, the Older Workers’ Benefits Protection Act, the Vocational Rehabilitation Act, the Americans with Disabilities Act, and/or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1iii) any right arising underother matter (each of which is referred to herein as a “Claim”); provided, however, that nothing in this Agreement shall operate to release any claims that cannot be released under applicable law. Notwithstanding the foregoing, nothing contained herein shall operate to release any obligations of Company, its successors or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under assigns: (i) applicable corporate lawthat relates to amounts or benefits set forth on Exhibit A, (ii) any amounts or benefits payable under any benefit plan that are otherwise payable without regard to this Agreement (subject to the by-laws terms and conditions of such plans), or certificate (iii) to defend and indemnify Executive to the maximum extent that directors and officers of incorporation corporations are required to be indemnified under Delaware law and the Company’s Certificate of Incorporation and Bylaws for all costs of litigation and any Company Released Party,judgment or settlement amount paid for acts, errors or omissions for periods of time during which Executive served as an officer or director of the Company.

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with the intention on Executive’s own behalf, and on behalf of binding himself and his Executive’s family members, heirs, executors, administrators administrators, successors, assigns, attorneys, and other personal representatives of whatever kind, RELEASES, REMISES, AND FOREVER DISCHARGES the Company, its predecessors, successors, and assigns, as well as the past, present, and future parent, subsidiary, and affiliated companies and divisions of the Company, its predecessors, successors, and assigns (collectively, and together with Executive, the “Executive ReleasorsReleased Companies”), hereby releasesas well all past, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”)present, and their past and present future owners, officers, directors, shareholders, members, managers, partners, employees, agents, independent contractors, attorneys, accountantsinsurers, representativesthird-party administrators, plan fiduciariesbenefit plans, and the successors, predecessors any other representative of whatever kind or nature (individually and assigns of each in their official capacities) of the foregoing Released Companies (collectively, all released entities and together with the members of the Company Affiliated Group, individuals in this Section 1 are collectively referred to as the “Company Released Parties”), of and ) from any and all claims, actions, causes of action, complaintsclaim, charges, demands, rightsobligation, damages, debtscost, sums or expense that Executive has or may have had against any of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwisethem, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected based upon acts or unsuspected, that arise out of, or relate in any way to, events omissions occurring on or before the date hereof relating moment Executive executes this Release, including but not limited to claims arising directly or indirectly from Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holdswith, or has at separation of employment from, any time heretofore had, owned or held, against any Company of the Released Party Companies. This Release in any capacitySection 1 covers all possible claims that are waivable by law, including but not limited to all claims that could be asserted in contract, in tort, under any and all Released Claims (i) arising out of or in state common law, under federal common law, under any way connected with Executive’s service to any member of state constitution, under the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)federal Constitution, or the termination of such service in under any such capacityfederal statute, (ii) for severance state statute, local ordinance, or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for under any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federalstate, state or local statute, provision, order or regulation, and including. This specifically includes, without limitation, claims arising under any claim under Ohio anti-discrimination laws or regulations, as amended; Title VII of the Civil Rights Act of 1964 (“1964, as amended; Sections 1981 through 1988 of Title VII”)42 of the United States Code, as amended; the Equal Pay Act of 1963, as amended; the Age Discrimination in Employment Act (“ADEA”) of 1967, as amended by the Older Worker Benefit Protection Act of 1990, as amended; the Americans with Disabilities Act of 1990, as amended; the Rehabilitation Act of 1973, as amended; the Genetic Information Non-Discrimination Act of 2008, as amended; the Family and Medical Leave Act of 1993, as amended; the Occupational Safety and Health Act of 1970, as amended; the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended; the Fair Credit Reporting Act of 1970, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended; the Employee Polygraph Protection Act of 1988, as amended; the Immigration Reform Control Act of 1986, as amended; the National Labor Relations Act of 1935, as amended; the Railway Labor Act of 1926, as amended; the Xxxxxxxx-Xxxxx Act of 2002, as amended; and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended. The above provisions of this Section 1 to the contrary notwithstanding, Executive does not release or waive any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, under this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate which, by law, cannot be released through a Release such as this, such as any challenge by Executive on whether Executive knowingly and voluntarily executed this Release’s waiver of any federal age discrimination claims consistent with the requirements of federal law, (ii) for indemnification pursuant to any employment agreement, if any, or otherwise, and for coverage as an insured pursuant to any directors and officers liability that insures Executive immediately prior to the by-laws Separation Date, (iii) in his capacity as a stockholder of the Company, (iv) for any accrued and vested benefit under any employee benefit plan in which he is a participant immediately prior to the Separation Date, (v) for enforcement of this Release or certificate (vi) that are based, in whole or in part, on acts or omissions that occur after Executive executes this Release. Nothing in this Section precludes Executive from filing a charge of incorporation of discrimination with the Equal Employment Opportunity Commission or an applicable state agency, or from filing a charge or complaint with any other governmental agency. Executive, however, expressly waives and releases any right Executive 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 Executive’s behalf against the Company Released Party,Parties by the Equal Employment Opportunity Commission, an applicable state agency, or any other governmental agency. Furthermore, Executive expressly waives and releases any right Executive may have to recover any monetary relief or other relief or damages resulting from any class, collective, or representative action that may be filed on Executive’s behalf. This release of Executive’s right to monetary relief covers charges, actions, suits, and class, collective, or representative actions to the extent they seek relief for acts or omissions occurring on or before the moment Executive executes this Release.

Release of Claims by Executive. (a) Pursuant to Section 11(h12(g) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the Employment Agreement, (iii) the by-laws or certificate of incorporation of any Company Released Party,, (iv) any other agreement between Executive 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 (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1. (c) In the event any action, suit, claim, charge or proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such action, suit, claim, charge or proceeding shall be repaid to the Company by Executive within ten (10) calendar days of his receipt thereof. (d) The amounts and other benefits set forth in Sections 12(b)(iv) and (v) of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and nonrevocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the payments and benefits to be provided to Xxxxx X. Xxxxxxx (“Executive”) pursuant to the employment agreement, dated as of October 23, 2007, to which the Executive, Willow Financial Bancorp, Inc., a Pennsylvania corporation (the “Corporation”), and Willow Financial Bank, a federally chartered savings bank (the “Bank”) are parties (the “Employment Agreement”), the sufficiency of which is acknowledged hereby, the Executive, with the intention of binding himself herself and his her heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Corporation and each of its subsidiaries and affiliates (the “Company Corporation Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Corporation Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before which the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Corporation Released Party in any capacity, including including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with the Executive’s service to any member of the Company Corporation Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: (1A) any right arising under, or preserved by, this Release or the rights of the Executive under the Employment Agreement, including her right to severance; (2B) for avoidance the rights of doubtthe Executive (i) relating to any stock options and other equity-based awards held by the Executive as of the date hereof (collectively, any the “Equity Arrangements”) and (ii) as a stockholder of the Corporation or its affiliates; (C) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law; (D) rights to indemnification the Executive may have under (i) applicable corporate law, (ii) the by-laws bylaws or certificate articles of incorporation of any Corporation Released Party, (iii) any other agreement between the Executive and a Corporation Released Party, (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force or (v) Section 6.08 of the Agreement and Plan of Merger, dated as of January 20, 2005, between the Corporation and Xxxxxxx Valley Bancorp, Inc.; and (E) claims for benefits under any health, disability, retirement, life insurance or other, similar “employee benefit plan” (within the meaning of Section 3(3) of ERISA) of the Corporation Affiliated Group (the “Corporation Benefit Plans”). (b) The Executive 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 Corporation Released Party, any such liability being expressly denied. (c) The release of claims set forth in this Section 1 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses. (d) The Executive 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, ADA and any state or local law or regulation in respect of discrimination of any kind. (e) The Executive shall have a period of 21 days to consider whether to execute this General Release. To the extent the Executive has executed this General Release within less than twenty-one (21) days after its delivery to her, the Executive hereby acknowledges that her decision to execute this General Release prior to the expiration of such twenty-one (21) day period was entirely voluntary. If Executive accepts the terms hereof and executes this General Release, she may thereafter, for a period of 7 days following (and not including) the date of execution, revoke this General Release. If no such revocation occurs, this General Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. Any revocation of this General Release shall be deemed for all purposes a revocation of this General Release in its entirety. (f) The Executive acknowledges and agrees that she has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party,Party with any governmental agency, court or tribunal.

Release of Claims by Executive. (a) Pursuant In exchange for the consideration offered to Section 11(h) of the Employment Executive under this Agreement, which Executive acknowledges provides consideration to which Executive would not otherwise have an undisputed right to receive, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns (collectivelyand successors in interest, and together with Executivehereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the “Executive Releasors”)Company, hereby releases, remises, acquits and forever discharges the Company its subsidiaries and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and agents, plan fiduciariesdirectors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, (iv) for any violation false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of applicable federala career opportunity, state and local labor and employment laws discrimination (including all disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to laws concerning unlawful and unfair labor and employment practices) of the United States or any other jurisdiction applicable to Executive’s actions on behalf of the Company or any of its subsidiaries or affiliates, and (viii) for employment discrimination under any applicable federalother matter; provided, state or local statutehowever, provision, order or regulation, and including, without limitation, that nothing contained herein shall operate to release any claim under Title VII obligations of the Civil Rights Act Company or its successors or assigns arising under this Agreement. Notwithstanding anything in this Agreement to the contrary, it is the express intention of 1964 (“Title VII”), Executive and the Age Discrimination in Employment Act (“ADEA”) and any similar Company that this Agreement shall not act as a release or analogous state statute, excepting only that no claim in respect waiver of any of the following rights shall constitute a Released Claim: (1) any right arising underrights of defense or indemnification which would be otherwise afforded to Executive under the Certificate of Incorporation, By-Laws or similar governing documents of the Company or its subsidiaries, or preserved byany indemnity agreement entered into with Executive, this Release or the Employment Agreement; (2) for avoidance any rights of doubt, defense or indemnification which would be otherwise afforded to Executive under any right director or officer liability or other insurance policy maintained by the Company or its subsidiaries; (3) any rights of Executive to indemnification benefits accrued under (iany plan or arrangement referenced in Section 3(b) applicable corporate lawof this Agreement, (ii4) any rights under this Agreement, and (5) such rights or claims as may arise after the by-laws or certificate date of incorporation of any Company Released Party,this Agreement.

Release of Claims by Executive. (a) Pursuant to Section 11(hIn further consideration of the foregoing, except as provided in sub-section (d) of the Employment Agreementthis Section 11, Executive, with the intention of binding himself Executive and his descendants, ancestors, heirs, executors, administrators successors, and assigns (collectivelyhereby release, remise, acquit, forever discharge, covenant not to xxx or make claim, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits agree to indemnify and forever discharges hold harmless the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”)subsidiaries, and their past and present directorsaffiliates, employeesofficers, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors directors and assigns of each of the foregoing (collectively, from and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from against any and all claims, actionsdemands, obligations, causes of action, complaintsdebts, charges, demands, rightsexpenses, damages, debtsjudgments, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees orders and liabilities of whatever kind or nature nature, in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out ofmatured or unmatured and whether or not concealed or hidden, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, which Executive now has, owns or holds, holds or has at any time heretofore owned or held or had, owned or heldagainst the Company and each of its subsidiaries, against any Company Released Party in any capacityaffiliates, including officers, directors and assigns, and also releases and discharges, without limiting the generality of the foregoing, any and all Released Claims (i) arising of the foregoing which arise out of or are in any way connected with Executive’s service any transactions, occurrences, acts or omissions regarding or relating to any member of his employment with the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)Company, or the termination of such service in his employment, including any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach claims arising from any alleged violation by the Company of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statutestatutes, provisionordinances or common laws; provided, order however, the release set forth herein shall not include any claims Executive may have against the Company for its alleged failure to comply with or regulation, and includingbreach of any provision of this Separation Agreement. (b) Included in this release of claims, without limitationlimiting its scope, any claim are claims arising under Title VII of the Civil Rights Act of 1964 (“Title VII”)1964, as amended, the Americans With Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C section 621, et seq. (“"ADEA”"), as well as any other federal, state (including but not limited to the Texas Commission on Human Rights Act), or local civil rights or labor laws and/or contract or tort laws, and which are related to the Executive's employment by the Company or the termination of that employment. (c) and any similar or analogous state statute, excepting only that no claim in respect of any Under the provisions of the ADEA, Executive has a period of twenty-one (21) days to consider and sign this agreement. Executive is not required to wait twenty-one (21) days before signing this Separation Agreement, but may do so. Executive shall also have a period of seven (7) days following rights shall constitute a Released Claim:the execution of this Separation Agreement to revoke the agreements contained herein and preserve any remedies he may have, or claim to have, under the ADEA. This seven-day period may not be waived. In the event Executive elects to revoke this Separation Agreement, notification of such election must be given in writing to the Company at the following address: AmeriCredit Corp. 000 Xxxxxx Xxxxxx, Xxx 0000 Xxxx Xxxxx, XX 00000 Attention: General Counsel (1d) Notwithstanding the foregoing, Executive shall not be deemed to have released any claim or claims he may have for (i) any rights concerning unemployment compensation, or (ii) any workers' compensation claims, or (iii) claims for benefits incurred as of his last date of coverage under a Company-sponsored employee benefit plan in which he participated at the time the claim was incurred (such as claims for covered medical expenses under the Company's health, dental or drug plans, or short-term or long-term disability claims under applicable coverages), or (iv) any right arising underthat Executive now has or which may become known hereafter to claim indemnity for liabilities in connection with his activities as a director, officer or employee of the Company pursuant to Section 10 of this Separation Agreement, any applicable statute, under any insurance policy, or preserved by, this Release pursuant to the Articles of Incorporation or Bylaws of the Employment Agreement;Company. (2e) for avoidance Except as provided in subsection (d) above, the release set forth in this Section 11 is intended as a release of doubtall claims against the Company, whether now known or unknown. In furtherance thereof, Executive expressly waives any right or claim of right to indemnification under (i) applicable corporate lawassert hereafter that any claim, (ii) demand, obligation and/or cause of action has, through ignorance, oversight, error or otherwise, been omitted from the by-laws or certificate terms of incorporation this Agreement. Executive makes this waiver with full knowledge of any Company Released Party,his rights, after consulting with legal counsel, and with specific intent to release both his known and unknown claims.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the payments and benefits to be provided to [ ] (“Executive”) pursuant to the employment agreement, dated as of August 25, 2004, to which Executive and Banknorth Group, Inc., a Maine corporation (the “Company”), are parties (the “Employment Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Company, Toronto-Dominion Bank (“TD”) and each of its their subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, 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 including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: (1A) any right arising under, or preserved by, this Release or the rights of Executive under the Employment Agreement; (2B) for avoidance the rights of doubtExecutive (i) relating to any stock options and other equity-based awards held by Executive as of the date hereof (collectively, any the “Equity Arrangements”) and (ii) as a stockholder of the Company or its affiliates; (C) the right of Executive to receive COBRA continuation coverage in accordance with applicable law; (D) rights to indemnification Executive may have under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force or (v)

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the of the payments and benefits to be provided to William J. Shea ("Executive") pursuant to the employment agreement, xxxxx __________, 2003, to which Executive and Conseco, Inc. (the "Company"), a Delaware corporation (the "Company"), are parties (the "Employment Agreement"), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, 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 including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“"Title VII”"), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act ("ADA"), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Age Discrimination in Employment Act (“"ADEA”") and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: (1A) any right arising under, or preserved by, this Release or the rights of Executive under the Employment Agreement; (2B) for avoidance the rights of doubtExecutive (i) relating to any stock options and restricted stock held by Executive as of the date hereof (collectively, any the "Equity Arrangements") and (ii) as a stockholder of the Company; (C) the right of Executive to receive COBRA continuation coverage in accordance with applicable law; (D) rights to indemnification Executive may have under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the payments and benefits to be provided to (“Executive”) pursuant to the employment agreement, dated as of January 20, 2005, to which Executive and Willow Grove Bancorp, Inc., a Pennsylvania corporation (the “Company”), are parties (the “Employment Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself herself and his her heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, 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 including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: (1A) any right arising under, or preserved by, this Release or the rights of Executive under the Employment Agreement, including her right to severance; (2B) for avoidance the rights of doubtExecutive (i) relating to any stock options and other equity-based awards held by Executive as of the date hereof (collectively, any the “Equity Arrangements”) and (ii) as a stockholder of the Company or its affiliates; (C) the right of Executive to receive COBRA continuation coverage in accordance with applicable law; (D) rights to indemnification Executive may have under (i) applicable corporate law, (ii) the by-laws bylaws or certificate articles of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party, (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force or (v) Section 6.08 of the Agreement and Plan of Merger, dated as of January 20, 2005, between the Company and Xxxxxxx Valley Bancorp, Inc.; and (E) claims for benefits under any health, disability, retirement, life insurance or other, similar “employee benefit plan” (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the “Company Benefit Plans”). (b) Executive 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. (c) The release of claims set forth in this Section 1 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses. (d) Executive 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, ADA and any state or local law or regulation in respect of discrimination of any kind. (e) Executive shall have a period of 21 days to consider whether to execute this General Release. To the extent Executive has executed this General Release within less than twenty-one (21) days after its delivery to her, the Executive hereby acknowledges that her decision to execute this General Release prior to the expiration of such twenty-one (21) day period was entirely voluntary. If Executive accepts the terms hereof and executes this General Release, she may thereafter, for a period of 7 days following (and not including) the date of execution, revoke this General Release. If no such revocation occurs, this General Release shall become irrevocable in its entirety, and binding and enforceable against Executive, on the day next following the day on which the foregoing seven-day period has elapsed. Any revocation of this General Release shall be deemed for all purposes a revocation of this General Release in its entirety. (f) Executive acknowledges and agrees that she has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

Release of Claims by Executive. (a) Pursuant to Section 11(h12(h) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement;Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force; or (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1 (each, individually, a “Proceeding”), and no Executive Releasor shall participate voluntarily in any Proceeding; provided, however, and subject to the immediately following sentence, nothing set forth herein is intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. (c) In the event any Proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such Proceeding shall be repaid to the Company by Executive within ten (10) calendar days of his receipt thereof. (d) The amounts and other benefits set forth in Section 12(b)(A)-(E) of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and non-revocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with a. With the intention of binding himself Executive and his Executive’s heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment with the Company or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary salary, or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm harm, or other tort, (iv) for any violation of applicable federal, state and state, or local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state state, or local statute, provision, order order, or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) . any right arising under, or preserved by, this Release or the Employment Change in Control Agreement; (2) . any claim related solely to Executive’s status as an equityholder of the Company or any affiliate thereof; 3. for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the Change in Control Agreement, (iii) the by-laws or certificate of incorporation of any ​ ​ Company Released Party,, (iv) any other agreement between Executive 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 4. for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance, or similar employee benefit plan of the Company Affiliated Group. b. Nothing in this Release is intended to or does prevent the Executive from reporting possible violations of federal or state law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation, or from cooperating in the investigation of any such possible violations of federal or state law to the extent required or compelled by law, legal process, or subpoena. x. Xx the event any action, suit, claim, charge, or proceeding within the scope of this Section 2 is brought by any government agency, putative class representative, or other third-party to vindicate any alleged rights of Executive, Executive hereby waives any right to monetary relief arising from any such action, suit, claim, charge, or proceeding, and if any monetary damages, inclusive of attorneys’ fees, are required to be paid to Executive by the Company as a consequence of such action, suit, claim, charge, or proceeding, Executive shall repay all such amounts to the Company within ten (10) calendar days of Executive’s receipt thereof. d. The amounts and other benefits set forth in the Change in Control Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and nonrevocation of this Release and Executive’s agreements and covenants contained in the Restrictive Covenants Agreement. Executive acknowledges and agrees that the release of claims set forth in this Section 2 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 2 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. Executive specifically acknowledges that Executive’s acceptance of the terms of the release of claims set forth in this Section 2 is, among other things, a specific waiver of Executive’s 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 Executive is not permitted to waive. ​ ​

Release of Claims by Executive. (a) Pursuant to Section 11(h3.3(d) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from (and agrees to promptly and fully indemnify each Company Released Party against) any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment with the Company or the termination of such employment thereof (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or Section 3, 4, 5, 6, 7, 8.3 or 9 of the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the Employment Agreement, (iii) the by-laws or certificate of incorporation of any Company Released Party,, (iv) any other agreement between Executive 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; (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group (the “Company Benefit Plans”); or (4) any right arising by reason of any Company Released Party having committed a crime or an act or omission to act which constitutes fraud, willful misconduct or gross negligence. (b) No Executive 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 Claim within the scope of this Section 1. (c) In the event any action, suit, claim, charge or proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such action, suit, claim, charge or proceeding shall be repaid to the Company by Executive within ten (10) days of his receipt thereof. (d) Certain amounts and other benefits set forth in Section 3.3 of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the Employment payments and benefits to be provided to Dxxxx X. Xxx (“Executive”) pursuant to the retention agreement, dated as of August 25, 2004, as amended by the First Amendment thereto, dated as of January 31, 2006, to which Executive and TD Banknorth Inc., a Delaware corporation and successor to Banknorth Group, Inc., a Maine corporation (the “Company”), are parties (as amended, the “Retention Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Company, Toronto-Dominion Bank (“TD”) and each of its their subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, 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 including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: (1A) any right arising under, or preserved by, this Release or the Employment rights of Executive under the Retention Agreement; (2B) for avoidance the rights of doubtExecutive (i) relating to any stock options and other equity-based awards held by Executive as of the date hereof (collectively, any the “Equity Arrangements”) and (ii) as a stockholder of the Company or its affiliates; (C) the right of Executive to receive COBRA continuation coverage in accordance with applicable law; (D) rights to indemnification Executive may have under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party, (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force or (v) Section 6.7 of the Agreement and Plan of Merger, dated as of August 25, 2004, among the Company, Berlin Delaware, Inc., TD and Berlin Merger Co.; (E) claims for benefits under any health, disability, retirement, life insurance or other, similar “employee benefit plan” (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the “Company Benefit Plans”); and (F) any claims arising out of the Executive’s employment by the Company following January 31, 2006. (b) Executive 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, with any such liability being expressly denied. (c) The release of claims set forth in this Section 1 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses. (d) Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind. (e) Executive shall have a period of 21 days to consider whether to execute this General Release. To the extent Executive has executed this General Release within less than twenty-one (21) days after its delivery to him, the Executive hereby acknowledges that his decision to execute this General Release prior to the expiration of such 21 day period was entirely voluntary. If Executive accepts the terms hereof and executes this General Release, he may thereafter, for a period of 7 days following (and not including) the date of execution, revoke this General Release. If no such revocation occurs, this General Release shall become irrevocable in its entirety, and binding and enforceable against Executive, on the day next following the day on which the foregoing seven-day period has elapsed. Any revocation of this General Release shall be deemed for all purposes a revocation of this General Release in its entirety. (f) Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal. (g) Executive acknowledges that (i) he is executing this General Release voluntarily and without any duress or undue influence by any of the parties hereto, (ii) he has been advised to consult with an attorney of his choice and has been given an opportunity to do so, and (iii) he has carefully read this General Release and understands its contents and consequences.

Release of Claims by Executive. (a) Pursuant to Section 11(h13(g) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s 's employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the Employment Agreement, (iii) the by-laws or certificate of incorporation of any Company Released Party,, (iv) any other agreement between Executive 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 (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1. (c) In the event any action, suit, claim, charge or proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such action, suit, claim, charge or proceeding shall be repaid to the Company by Executive within ten (10) calendar days of his receipt thereof. (d) The amounts and other benefits set forth in Sections 13(b)(ii) of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive's execution and nonrevocation of this Release and Executive's agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h3.3(d) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “"Executive Releasors”"), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “"Company Affiliated Group”"), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “"Company Released Parties”"), of and from (and agrees to promptly and fully indemnify each Company Released Party against) any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment with the Company or the termination of such employment thereof (collectively, “"Released Claims”") and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“"Title VII”"), the Age Discrimination in Employment Act (“"ADEA”") and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or Section 3, 4, 5, 6, 7, 8.3 or 9 of the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the Employment Agreement, (iii) the by-laws or certificate of incorporation of any Company Released Party,, (iv) any other agreement between Executive 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; (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group (the "Company Benefit Plans"); or (4) any right arising by reason of any Company Released Party having committed a crime or an act or omission to act which constitutes fraud, willful misconduct or gross negligence. (b) No Executive 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 Claim within the scope of this Section 1. (c) In the event any action, suit, claim, charge or proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such action, suit, claim, charge or proceeding shall be repaid to the Company by Executive within ten (10) days of his receipt thereof. (d) Certain amounts and other benefits set forth in Section 3.3 of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with a. With the intention of binding himself Executive and his Executive’s heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment with the Company or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary salary, or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm harm, or other tort, (iv) for any violation of applicable federal, state and state, or local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state state, or local statute, provision, order order, or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) . any right arising under, or preserved by, this Release or the Employment Change in Control Agreement; (2) . any claim related solely to Executive’s status as an equityholder of the Company or any affiliate thereof; 3. for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the Change in Control Agreement, (iii) the by-laws or certificate of incorporation of any Company Released Party,, (iv) any other agreement between Executive 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 4. for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance, or similar employee benefit plan of the Company Affiliated Group. a. Nothing in this Release is intended to or does prevent the Executive from reporting possible violations of federal or state law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation, or from cooperating in the investigation of any such possible violations of federal or state law to the extent required or compelled by law, legal process, or subpoena. b. In the event any action, suit, claim, charge, or proceeding within the scope of this Section 2 is brought by any government agency, putative class representative, or other third-party to vindicate any alleged rights of Executive, Executive hereby waives any right to monetary relief arising from any such action, suit, claim, charge, or proceeding, and if any monetary damages, inclusive of attorneys’ fees, are required to be paid to Executive by the Company as a consequence of such action, suit, claim, charge, or proceeding, Executive shall repay all such amounts to the Company within ten (10) calendar days of Executive’s receipt thereof. c. The amounts and other benefits set forth in the Change in Control Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and nonrevocation of this Release and Executive’s agreements and covenants contained in the Restrictive Covenants Agreement. Executive acknowledges and agrees that the release of claims set forth in this Section 2 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. d. The release of claims set forth in this Section 2 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. Executive specifically acknowledges that Executive’s acceptance of the terms of the release of claims set forth in this Section 2 is, among other things, a specific waiver of Executive’s 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h11(g) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the Employment Agreement, (iii) the by-laws or certificate of incorporation of any Company Released Party,, (iv) any other agreement between Executive 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 (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1 (each, individually, a “Proceeding”), and no Executive Releasor shall participate voluntarily in any Proceeding; provided, however, and subject to the immediately following sentence, nothing set forth herein is intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. (c) In the event any Proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such Proceeding shall be repaid to the Company by Executive within ten (10) calendar days of his receipt thereof. (d) The amounts and other benefits set forth in Sections 11(b)(A)-(C) of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and non-revocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force; or (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1 (each, individually, a “Proceeding”), and no Executive Releasor shall participate voluntarily in any Proceeding; provided, however, and subject to the immediately following sentence, nothing set forth herein is intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. (c) In the event any Proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such Proceeding shall be repaid to the Company by Executive within ten (10) calendar days of his receipt thereof. (d) The amounts and other benefits set forth in [Sections 11(b)(A)-(F)] [Section 11(f)(first sentence, clause (III))] As applicable. of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and non-revocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the Employment payments and benefits to be provided to [ ] (“Executive”) pursuant to the retention agreement, dated as of August , 2004, to which Executive and Banknorth Group, Inc., a Maine corporation (the “Company”), are parties (the “Retention Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Company, Toronto-Dominion Bank (“TD”) and each of its their subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, 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 including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: (1A) any right arising under, or preserved by, this Release or the Employment rights of Executive under the Retention Agreement; (2B) for avoidance the rights of doubtExecutive (i) relating to any stock options and other equity-based awards held by Executive as of the date hereof (collectively, any the “Equity Arrangements”) and (ii) as a stockholder of the Company or its affiliates; (C) the right of Executive to receive COBRA continuation coverage in accordance with applicable law; (D) rights to indemnification Executive may have under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force or (v) Section 6.7 of the Agreement and Plan of Merger, dated as of August 25, 2004, among the Company, Berlin Delaware, Inc., TD and Berlin Merger Co.; and (E) claims for benefits under any health, disability, retirement, life insurance or other, similar “employee benefit plan” (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the “Company Benefit Plans”). (b) Executive 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. (c) The release of claims set forth in this Section 1 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses. (d) Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind. (e) Executive shall have a period of 21 days to consider whether to execute this General Release. To the extent Executive has executed this General Release within less than twenty-one (21) days after its delivery to him, the Executive hereby acknowledges that his decision to execute this General Release prior to the expiration of such twenty-one (21) day period was entirely voluntary. If Executive accepts the terms hereof and executes this General Release, he may thereafter, for a period of 7 days following (and not including) the date of execution, revoke this General Release. If no such revocation occurs, this General Release shall become irrevocable in its entirety, and binding and enforceable against Executive, on the day next following the day on which the foregoing seven-day period has elapsed. Any revocation of this General Release shall be deemed for all purposes a revocation of this General Release in its entirety. (f) Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force; or (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1 (each, individually, a “Proceeding”), and no Executive Releasor shall participate voluntarily in any Proceeding; provided, however, and subject to the immediately following sentence, nothing set forth herein is intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. (c) In the event any Proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such Proceeding shall be repaid to the Company by Executive within ten (10) calendar days of his receipt thereof. (d) The amounts and other benefits set forth in Sections 11(b)(A)-(C) of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and non-revocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) of a. In exchange for the Employment consideration provided in this Agreement, including without limitation the Severance Payment, Executive, with the intention of binding for himself and his heirs, executors, administrators and assigns (collectivelyrepresentatives, agents, assigns, and together with Executiveall persons and entities claiming by, the “Executive Releasors”)through, or under him, hereby irrevocably and unconditionally fully and forever waives, releases, remises, acquits and forever discharges the Company Company, including the Company’s parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present respective officers, directors, employees, agents, attorneys, accountants, representatives, plan fiduciariesshareholders, and the successorspartners, predecessors in their corporate and assigns of each of the foregoing individual capacities (both individually and collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actionsliabilities, charges, obligations, demands, grievances, lawsuits, causes of action, complaintsattorney fees, chargescosts, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever any kind or nature in lawwhatsoever, equity including without limitation claims for contribution, subrogation, or otherwiseindemnification, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment unknown (collectively, “Claims”), which Executive may have or has ever had as of the Effective Date against the Released Parties in any way related to any way related to the Executive’s hire, benefits, employment, termination, or separation from employment with the Company by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter (the “Released Claims”) and that Executive). b. The Released Claims include, individually or as a member of a classbut are not limited to, now hasany matters, owns or holdscauses, or has at any time heretofore hadthings whatsoever that were, owned or heldhave been, against any Company Released Party in any capacity, including any and all Released Claims (i) arising out of or in any way connected with Executive’s service to any member could have been alleged as of the Company Affiliated Group (or the predecessors thereof) in Effective Date including but not limited to, any capacity (including as an employeeand all claims arising under federal, officer or director)state, or the termination of such service in any such capacitylocal employment, (ii) for severance civil rights, labor, wage and hour, wage payment, back pay or vacation benefitssimilar laws, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, whistle-blowing or liability in tort, common law claims, claims of any claim kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964 (“Title VII”)1964, 42 U.S.C. §§ 1981- 1988, the Civil Rights Act of 1991, the 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 (“ADEA”) of 1973, the Fair Labor Standards Act, the Executive Retirement Income Security Act, the Family and any similar Medical Leave Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Fair Credit Reporting Act, Executive Order I 1246, the Immigration Reform and Control Act of 1986, and all other federal, state or analogous state statutelocal statutes, excepting only ordinances, and regulations. Executive understands that no claim the Released Claims include a release of claims arising under the Age Discrimination in respect of any of Employment Act. c. Provided, however, notwithstanding anything to the following rights shall constitute a Released Claim: (1) any right arising under, or preserved bycontrary set forth herein, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under Section 2 shall not (i) extend to any obligations of the Company under this Agreement or any claims that cannot be waived under applicable corporate law, ; (ii) prohibit any claims by Executive for unemployment insurance benefits or worker’s compensation benefits; (iii) prohibit Executive from filing charges with the byEqual Employment Opportunity Commission or state anti-discrimination agencies for violation of state or federal employment laws within the jurisdiction of those agencies, except that Executive does specifically waive Executive’s right to personal monetary recovery in connection with such charges; (iv) eliminate any vested rights that Executive may have under any employee pension or certificate welfare benefit plan in which he participated as an employee of incorporation the Company; and/or (v) prohibit Executive’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 Executive from reporting possible violations of federal law or regulation to any Company 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 whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies). d. Executive 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 Party,Claims, and Executive expressly agrees to assume the risk of the possible discovery of additional or different facts, and agrees that this Agreement shall remain effective in all respects, regardless of such additional or different facts.

Release of Claims by Executive. (a) Pursuant to Section 11(h11(g) of the Employment Agreement, Executive, with the intention of binding himself herself and his her heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force; or (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1 (each, individually, a “Proceeding”), and no Executive Releasor shall participate voluntarily in any Proceeding; provided, however, and subject to the immediately following sentence, nothing set forth herein is intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right she may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. (c) In the event any Proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such Proceeding shall be repaid to the Company by Executive within ten (10) calendar days of her receipt thereof. (d) The amounts and other benefits set forth in Sections 11(b)(A)-(C) of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and non-revocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h11(g) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with the intention on Executive’s own behalf, and on behalf of binding himself and his Executive’s family members, heirs, executors, administrators administrators, successors, assigns, attorneys, and other personal representatives of whatever kind, RELEASES, REMISES, AND FOREVER DISCHARGES the Company, its predecessors, successors, and assigns, as well as the past, present, and future parent, subsidiary, and affiliated companies and divisions of the Company, its predecessors, successors, and assigns (collectively, and together with Executive, the “Executive ReleasorsReleased Companies”), hereby releasesas well all past, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”)present, and their past and present future owners, officers, directors, shareholders, members, managers, partners, employees, agents, independent contractors, attorneys, accountantsinsurers, representativesthird-party administrators, plan fiduciariesbenefit plans, and the successors, predecessors any other representative of whatever kind or nature (individually and assigns of each in their official capacities) of the foregoing Released Companies (collectively, all released entities and together with the members of the Company Affiliated Group, individuals in this Section 1 are collectively referred to as the “Company Released Parties”), of and ) from any and all claims, actions, causes of action, complaintsclaim, charges, demands, rightsobligation, damages, debtscost, sums or expense that Executive has or may have had against any of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwisethem, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected based upon acts or unsuspected, that arise out of, or relate in any way to, events omissions occurring on or before the date hereof relating moment Executive executes this Release, including but not limited to claims arising directly or indirectly from Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, now has, owns or holdswith, or has at separation of employment from, any time heretofore had, owned or held, against any Company of the Released Party Companies. This Release in any capacitySection 1 covers all possible claims that are waivable by law, including but not limited to all claims that could be asserted in contract, in tort, under any and all Released Claims (i) arising out of or in state common law, under federal common law, under any way connected with Executive’s service to any member of state constitution, under the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)federal Constitution, or the termination of such service in under any such capacityfederal statute, (ii) for severance state statute, local ordinance, or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for under any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federalstate, state or local statute, provision, order or regulation, and including. This specifically includes, without limitation, claims arising under any claim under Ohio anti-discrimination laws or regulations, as amended; Title VII of the Civil Rights Act of 1964 (“1964, as amended; Sections 1981 through 1988 of Title VII”)42 of the United States Code, as amended; the Equal Pay Act of 1963, as amended; the Age Discrimination in Employment Act (“ADEA”) of 1967, as amended by the Older Worker Benefit Protection Act of 1990, as amended; the Americans with Disabilities Act of 1990, as amended; the Rehabilitation Act of 1973, as amended; the Genetic Information Non-Discrimination Act of 2008, as amended; the Family and Medical Leave Act of 1993, as amended; the Occupational Safety and Health Act of 1970, as amended; the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended; the Fair Credit Reporting Act of 1970, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended; the Employee Polygraph Protection Act of 1988, as amended; the Immigration Reform Control Act of 1986, as amended; the National Labor Relations Act of 1935, as amended; the Railway Labor Act of 1926, as amended; the Sarbanes-Xxxxx Xxx xx 2002, as amended; and the Dodd-Fraxx Xaxx Xxxxxx Reform and Consumer Protection Act of 2010, as amended. The above provisions of this Section 1 to the contrary notwithstanding, Executive does not release or waive any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, under this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate which, by law, cannot be released through a Release such as this, such as any challenge by Executive on whether Executive knowingly and voluntarily executed this Release’s waiver of any federal age discrimination claims consistent with the requirements of federal law, (ii) for indemnification pursuant to any employment agreement, if any, or otherwise, and for coverage as an insured pursuant to any directors and officers liability that insures Executive immediately prior to the by-laws Separation Date, (iii) in his capacity as a stockholder of the Company, (iv) for any accrued and vested benefit under any employee benefit plan in which he is a participant immediately prior to the Separation Date, (v) for enforcement of this Release or certificate of incorporation of (vi) that are based, in whole or in part, on acts or omissions that occur after Executive executes this Release. Notwithstanding anything to the contrary in this Release, nothing contained in this Release limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any Company Released Party,other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Release does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Release does not limit Executive’s right to receive an award for information provided to any Government Agencies.

Release of Claims by Executive. (a) Pursuant to Section 11(hIn consideration of the payments and benefits described in paragraphs (c), (d) and (c) of the Employment AgreementSection 2.1, Executive, with the intention on behalf of binding himself and his heirs, executors, administrators administrators, trustees, legal representatives, successors, and assigns (hereinafter referred to collectively as “Releasors”), hereby irrevocably and unconditionally forever release, acquit, and discharge the Company, DynCorp, Cerberus (and any individual, corporation (including any nonprofit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental body, registered or unregistered pooled investment vehicle, managed account, or other entity of any kind, that directly or indirectly controls, is controlled by, or is under common control with Cerberus Capital Management, L.P., including, without limitation, any entity that is owned or controlled by funds or accounts managed, directly or indirectly, by Cerberus Capital Management, L.P. or Xxxxxxx X. Xxxxxxxx and any funds or accounts managed, directly or indirectly, by Cerberus Capital Management, L.P. or Xxxxxxx X. Xxxxxxxx), as well as their respective predecessors, parent companies, subsidiaries, affiliates, divisions, successors and assigns and their respective equityholders, members, managers, partners, directors, officers, employees, agents, financial and legal advisors, representatives, trustees and benefit plans, lenders, investors and their predecessors, successors and assigns (collectively, and together with Executive, the “Executive ReleasorsReleasees”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together ) with the members of the Company Affiliated Group, the “Company Released Parties”), of respect to and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damagessuits, debts, dues, sums of money, accounts, financial obligationsreckonings, suitsbonds, expensesbills, attorneys’ fees specialties, covenants, contracts, bonuses, controversies, agreements, liabilities, promises, claims, charges, complaints and liabilities demands whatsoever, whether in law or equity, which the Releasors ever had, now have or may have against such Releasees, including, but not limited to, those by reason of or arising out of, touching upon or concerning Executive’s employment with DynCorp and the separation of his employment, or any statutory claims, or any and all other matters of whatever kind kind, nature or nature in law, equity or otherwisedescription, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspectedoccurring from the beginning of the world and until and including the Effective Date, that arise out ofincluding, or relate in any way but not limited to, events occurring on or before claims arising under Releasor’s Employment Agreement with DynCorp, as well as claims arising under the date hereof relating to Executive’s employment or Americans With Disabilities Act, the termination of such employment Age Discrimination in Employment Act (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of amended by the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or directorOlder Workers Benefit Protection Act), or the termination National Labor Relations Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of such service in any such capacity1974 (“ERISA”), (ii) for severance or vacation benefitsthe Equal Pay Act, unpaid wagesthe Fair Credit Reporting Act, salary or incentive paymentsthe Genetic Information and Discrimination Act, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 1964, as amended, the Civil Rights Acts of 1866, 1871 and 1991, including Section 1981-1988 of the Civil Rights Act, the Labor Management Relations Act, the Vietnam Era Veterans Readjustment Act of 1974, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, the Immigration Reform Control Act, the Occupational Safety and Health Act, the Family Medical Leave Act, the New York Administrative Code, New York State Human Rights Law, the New York City Human Rights Law, the New York Labor Law, including, but not limited to Section 740 thereto, the Virginians with Disabilities Act, Va. Code Xxx. §§ 51.5-1 to 51.5-59, the Virginia Human Rights Act, Virginia Code Chapter 39, each as may be amended, and/or any other federal, state or local human rights, civil rights, wage-hour, pension or labor law, rule, statute, regulation, constitution or ordinance and/or public policy, contract or tort law, or any claim of retaliation under such laws, or any claim of breach of any contract (whether express, oral, written or implied from any source), or any claim of intentional or negligent infliction of emotional distress, tortuous interference with contractual relations, wrongful or abusive discharge, defamation, prima facie tort, fraud, negligence, loss of consortium, or any action similar thereto against Releasees, including any claim for attorneys’ fees; provided, however, that Releasor does not waive any rights or release Releasees from payments and indemnification rights expressly set forth in this Agreement, and benefits and/or monies earned, accrued, vested or otherwise owing, if any, to Executive under the terms any qualified retirement or welfare plan that is an “employee benefit plan” as defined in Section 3(3) of ERISA; and further provided, that the Releasors do not release any right to challenge, under the Older Worker’s Benefit Protection Act, the knowing and voluntary nature of the release of any age claims in this Agreement, in court or before the Equal Employment Opportunity Commission (“Title VIIEEOC”) or any right to file an administrative charge with the EEOC or any other federal, state, or local agency (provided, that any right to recover monetary damages or other personal relief in any proceeding shall be released and waived), or any claims that cannot be waived by law. (b) By executing this Agreement, Executive acknowledges that: (i) This release does not include claims arising after the Age Discrimination Effective Date and shall be effective as of the Effective Date; (ii) Executive acknowledges that he has had twenty-one (21) days to consider this Agreement’s terms. Executive may accept this release by signing it and returning it to: Akin Gump Xxxxxxx Xxxxx & Xxxx LLP Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxx, Esq. Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxxxx.xxx within twenty-one (21) days following August 18, 2010. (iii) Executive understands that on the eighth (8th) day after the date of execution of this release, this release becomes effective and, as of that date, Executive may not change his decision or seek any other remuneration in Employment Act any form; provided, however, that he has a seven (“ADEA”7) day revocation period (beginning on the date of execution) which expires at 5:00 pm on such seventh (7th) day. If Executive intends to revoke this release he must advise counsel for DynCorp on or before the expiration of this seven (7) day revocation period by delivering to Xxxxxx XxXxx, Esq. at the address immediately above, written notification of his intention to revoke the Agreement, which written notification makes specific reference to this release. (iv) Executive by signing this release acknowledges that he has had a full and any similar fair opportunity to review, consider and negotiate the terms of this release and this Agreement, that he has been advised to seek and has sought the advice of an independent attorney of his choosing in connection with his decision whether to accept the benefits that have been offered to him under this release and this Agreement, and has reviewed this release and Agreement with advisors of his choice, that he has read and understands this release and this Agreement, and that he has signed this release and this Agreement freely and voluntarily, without duress, coercion or analogous state statuteundue influence and with full and free understanding of its terms. (v) The release and this Agreement are not intended, excepting only and shall not be construed, as an admission that no claim in respect of any of the following rights Parties has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever. Should any provision of this release require interpretation or construction, it is agreed by the parties that the entity interpreting or construing this release shall constitute not apply a Released Claim:presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document. (1vi) For the purpose of implementing a full, knowing and complete release and discharge of the Releasees, Executive expressly acknowledges that this release is intended to include in its effect, without limitation, all claims which Executive does not know or suspects to exist in his favor at the time of execution hereof, and that this release contemplates the extinguishment of any right arising undersuch claim or claims. (vii) Executive further acknowledges and agrees that in the event any charge, complaint, action or proceeding was or is filed on behalf of Executive in any agency, court or other forum against Releasees based on any conduct from the beginning of the world up to and including the date of this Agreement, no Releasor will accept any award, recovery, settlement or relief there from. (viii) Executive represents that neither he nor any person acting on his behalf has filed or caused to be filed any lawsuit, complaint, or preserved bycharge against any of the Releasees in any court, any municipal, state or federal agency, or any other tribunal. Executive agrees that he will not, to the fullest extent permitted by law, xxx or file a charge, complaint, grievance or demand for arbitration in any forum pursuing any claim released under this Release Agreement or the Employment Agreement;assist or otherwise participate in any claim, arbitration, suit, action, investigation or other proceeding of any claim released hereunder. (2ix) for avoidance Executive represents and warrants that he has not assigned or conveyed to any other person or entity any part of doubtor interest in any of the claims released in this release. Executive further expressly waives any claim to any monetary or other damages or any other form of recovery in connection with any claim released in this release or any proceeding that violates this release or this Agreement. (x) Executive acknowledges and agrees that none of the Releasees owes him any wages, bonuses, equity compensation, sick pay, personal leave pay, severance pay, vacation pay, or other compensation or payments, or continued coverage under any right to indemnification under (i) applicable corporate lawmedical or other benefit policy or plan, (ii) the byqualified or non-laws qualified retirement benefits or certificate forms of incorporation remuneration of any Company Released Party,kind or nature, other than as specifically provided in this release and this Agreement. (xi) Executive affirms that he has not suffered any known workplace injuries or occupational diseases and that he has not been retaliated against for reporting any allegations of wrongdoing by DynCorp or its affiliates, or their respective officers or board members, including any allegations of corporate fraud.

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with With the intention of binding himself Executive and his Executive’s heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment with the Company or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,

Release of Claims by Executive. (a) Pursuant to Section 11(h11(e) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force; or (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1 (each, individually, a “Proceeding”), and no Executive Releasor shall participate voluntarily in any Proceeding; provided, however, and subject to the immediately following sentence, nothing set forth herein is intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. (c) In the event any Proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such Proceeding shall be repaid to the Company by Executive within ten (10) calendar days of his receipt thereof. (d) The amounts and other benefits set forth in Sections 11 of the Employment Agreement to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and non-revocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force; or (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1 (each, individually, a “Proceeding”), and no Executive Releasor shall participate voluntarily in any Proceeding; provided, however, and subject to the immediately following sentence, nothing set forth herein is intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. (c) In the event any Proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such Proceeding shall be repaid to the Company by Executive within ten (10) calendar days of his receipt thereof. (d) The amounts and other benefits set forth in Sections 11(b)(A)-(D) of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and non-revocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the Employment payments and benefits to be provided to Axxxxx X. Xxxxxx (“Executive”) pursuant to the retention agreement, dated as of August 25, 2004, as amended by the First Amendment thereto, dated as of January 31, 2006, to which Executive and TD Banknorth Inc., a Delaware corporation and successor to Banknorth Group, Inc., a Maine corporation (the “Company”), are parties (as amended, the “Retention Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Company, Toronto-Dominion Bank (“TD”) and each of its their subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, 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 including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: (1A) any right arising under, or preserved by, this Release or the Employment rights of Executive under the Retention Agreement; (2B) for avoidance the rights of doubtExecutive (i) relating to any stock options and other equity-based awards held by Executive as of the date hereof (collectively, any the “Equity Arrangements”) and (ii) as a stockholder of the Company or its affiliates; (C) the right of Executive to receive COBRA continuation coverage in accordance with applicable law; (D) rights to indemnification Executive may have under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party, (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force or (v) Section 6.7 of the Agreement and Plan of Merger, dated as of August 25, 2004, among the Company, Berlin Delaware, Inc., TD and Berlin Merger Co.; (E) claims for benefits under any health, disability, retirement, life insurance or other, similar “employee benefit plan” (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the “Company Benefit Plans”); and (F) any claims arising out of the Executive’s employment by the Company following January 31, 2006. (b) Executive 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, with any such liability being expressly denied. (c) The release of claims set forth in this Section 1 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses. (d) Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind. (e) Executive shall have a period of 21 days to consider whether to execute this General Release. To the extent Executive has executed this General Release within less than twenty-one (21) days after its delivery to him, the Executive hereby acknowledges that his decision to execute this General Release prior to the expiration of such 21 day period was entirely voluntary. If Executive accepts the terms hereof and executes this General Release, he may thereafter, for a period of 7 days following (and not including) the date of execution, revoke this General Release. If no such revocation occurs, this General Release shall become irrevocable in its entirety, and binding and enforceable against Executive, on the day next following the day on which the foregoing seven-day period has elapsed. Any revocation of this General Release shall be deemed for all purposes a revocation of this General Release in its entirety. (f) Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal. (g) Executive acknowledges that (i) he is executing this General Release voluntarily and without any duress or undue influence by any of the parties hereto, (ii) he has been advised to consult with an attorney of his choice and has been given an opportunity to do so, and (iii) he has carefully read this General Release and understands its contents and consequences.

Release of Claims by Executive. (a) Pursuant to Section 11(h14(g) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the Employment Agreement, (iii) the by-laws or certificate of incorporation of any Company Released Party,, (iv) any other agreement between Executive 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 (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group (the “Company Benefit Plans”); or (b) No Executive 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 Claim within the scope of this Section 1. (c) In the event any action, suit, claim, charge or proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such action, suit, claim, charge or proceeding shall be repaid to the Company by Executive within ten (10) days of his receipt thereof. (d) Certain amounts and other benefits set forth in Section 14(b)(i) of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the payments and benefits to be provided to (“Executive”) pursuant to the employment agreement, dated as of , 2005, to which Executive and Willow Grove Bancorp, Inc., a Pennsylvania corporation (the “Company”), are parties (the “Employment Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself herself and his her heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, 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 including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: (1A) any right arising under, or preserved by, this Release or the rights of Executive under the Employment Agreement, including her right to severance; (2B) for avoidance the rights of doubtExecutive (i) relating to any stock options and other equity-based awards held by Executive as of the date hereof (collectively, any the “Equity Arrangements”) and (ii) as a stockholder of the Company or its affiliates; (C) the right of Executive to receive COBRA continuation coverage in accordance with applicable law; (D) rights to indemnification Executive may have under (i) applicable corporate law, (ii) the by-laws bylaws or certificate articles of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party, (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force or (v) Section 6.08 of the Agreement and Plan of Merger, dated as of January 20, 2005, between the Company and Xxxxxxx Valley Bancorp, Inc.; and (E) claims for benefits under any health, disability, retirement, life insurance or other, similar “employee benefit plan” (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the “Company Benefit Plans”). (b) Executive 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. (c) The release of claims set forth in this Section 1 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses. (d) Executive 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, ADA and any state or local law or regulation in respect of discrimination of any kind. (e) Executive shall have a period of 21 days to consider whether to execute this General Release. To the extent Executive has executed this General Release within less than twenty-one (21) days after its delivery to her, the Executive hereby acknowledges that her decision to execute this General Release prior to the expiration of such twenty-one (21) day period was entirely voluntary. If Executive accepts the terms hereof and executes this General Release, she may thereafter, for a period of 7 days following (and not including) the date of execution, revoke this General Release. If no such revocation occurs, this General Release shall become irrevocable in its entirety, and binding and enforceable against Executive, on the day next following the day on which the foregoing seven-day period has elapsed. Any revocation of this General Release shall be deemed for all purposes a revocation of this General Release in its entirety. (f) Executive acknowledges and agrees that she has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

Release of Claims by Executive. (a) Pursuant to Section 11(h11(g) of the Employment Agreement, Executive, with the intention of binding himself Executive and his Executive’s heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the payments and benefits to be provided to [ ] (“Executive”) pursuant to the employment agreement, dated as of August 25, 2004, to which Executive and Banknorth Group, Inc., a Maine corporation (the “Company”), are parties (the “Employment Agreement”), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Company, Toronto-Dominion Bank (“TD”) and each of its their subsidiaries and affiliates (the “Company Affiliated Group”), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, 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 including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: (1A) any right arising under, or preserved by, this Release or the rights of Executive under the Employment Agreement; (2B) for avoidance the rights of doubtExecutive (i) relating to any stock options and other equity-based awards held by Executive as of the date hereof (collectively, any the “Equity Arrangements”) and (ii) as a stockholder of the Company or its affiliates; (C) the right of Executive to receive COBRA continuation coverage in accordance with applicable law; (D) rights to indemnification Executive may have under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force or (v) Section 6.7 of the Agreement and Plan of Merger, dated as of August 25, 2004, among the Company, Berlin Delaware, Inc., TD and Berlin Merger Co.; and (E) claims for benefits under any health, disability, retirement, life insurance or other, similar “employee benefit plan” (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the “Company Benefit Plans”). (b) Executive 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. (c) The release of claims set forth in this Section 1 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses. (d) Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind. (e) Executive shall have a period of 21 days to consider whether to execute this General Release. To the extent Executive has executed this General Release within less than twenty-one (21) days after its delivery to him, the Executive hereby acknowledges that his decision to execute this General Release prior to the expiration of such twenty-one (21) day period was entirely voluntary. If Executive accepts the terms hereof and executes this General Release, he may thereafter, for a period of 7 days following (and not including) the date of execution, revoke this General Release. If no such revocation occurs, this General Release shall become irrevocable in its entirety, and binding and enforceable against Executive, on the day next following the day on which the foregoing seven-day period has elapsed. Any revocation of this General Release shall be deemed for all purposes a revocation of this General Release in its entirety. (f) Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

Release of Claims by Executive. (a) Pursuant to Section 11(h12(h) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force; or (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1 (each, individually, a “Proceeding”), and no Executive Releasor shall participate voluntarily in any Proceeding; provided, however, and subject to the immediately following sentence, nothing set forth herein is intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. (c) In the event any Proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such Proceeding shall be repaid to the Company by Executive within ten (10) calendar days of his receipt thereof. (d) The amounts and other benefits set forth in Sections 12(b)(A)-(C) of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and non-revocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the Employment covenants from Company to Executive set forth herein, on Schedule A and in the Severance Agreement, as amended hereby, the receipt and sufficiency of which is hereby acknowledged, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns and successors in interest (collectively, and together with Executive, the “Executive ReleasorsDerivative Claimants” and each a “Derivative Claimant”), hereby releasesIRREVOCABLY, remisesUNCONDITIONALLY AND GENERALLY RELEASES, acquits and forever discharges ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present Company’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and agents, plan fiduciariesdirectors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) own, or held from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, (iv) for any violation false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of applicable federala career opportunity, state and local labor and employment laws discrimination (including all laws concerning unlawful disparate treatment and unfair labor and employment practices) and (v) for employment discrimination under any applicable federaldisparate impact), state or local statutehostile work environment, provisionsexual harassment, order or regulation, and including, without limitationretaliation, any claim under request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 1964, as amended, the Equal Pay Act, 42 U.S.C. Sections 1981, 1983, or 1985, the Vocational Rehabilitation Act of 1977, the Americans with Disabilities Act, the Family and Medical Leave Act or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a “Title VIIClaim”), provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns (x) arising under any claims to amounts or benefits set forth on Exhibit A or provided under the Age Discrimination in Employment Act Severance Agreement as amended hereby or (“ADEA”y) to defend and indemnify Executive to the maximum extent that directors and officers of corporations are required to be indemnified under Delaware law or the Company’s Certificate of Incorporation and Bylaws for all costs of litigation and any similar judgment or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,settlement amount paid.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In consideration of the Employment payments and benefits to be provided to [________] ("Executive") pursuant to the retention agreement, dated as of August___, 2004, to which Executive and Banknorth Group, Inc., a Maine corporation (the "Company"), are parties (the "Retention Agreement"), the sufficiency of which is acknowledged hereby, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectivelyassigns, and together with Executivedoes hereby release, the “Executive Releasors”)remise, hereby releases, remises, acquits acquit and forever discharges discharge the Company Company, Toronto-Dominion Bank ("TD") and each of its their subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and their past and present former officers, directors, employeesexecutives, agents, attorneys, accountants, representatives, plan fiduciariesattorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “"Company Released Parties”"), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ ' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that which Executive, 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 including, without limitation, any and all Released Claims claims (i) arising out of or in any way connected with Executive’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director)capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“"Title VII”"), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act ("ADA"), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Age Discrimination in Employment Act (“"ADEA”") and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claimonly: (1A) any right arising under, or preserved by, this Release or the Employment rights of Executive under the Retention Agreement; (2B) for avoidance the rights of doubtExecutive (i) relating to any stock options and other equity-based awards held by Executive as of the date hereof (collectively, any the "Equity Arrangements") and (ii) as a stockholder of the Company or its affiliates; (C) the right of Executive to receive COBRA continuation coverage in accordance with applicable law; (D) rights to indemnification Executive may have under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party (iv) as an insured under any director's and officer's liability insurance policy now or previously in force or (v) Section 6.7 of the Agreement and Plan of Merger, dated as of August 25, 2004, among the Company, Berlin Delaware, Inc., TD and Berlin Merger Co.; and (E) claims for benefits under any health, disability, retirement, life insurance or other, similar "employee benefit plan" (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group (the "Company Benefit Plans"). (b) Executive 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. (c) The release of claims set forth in this Section 1 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney's fees and expenses. (d) Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind. (e) Executive shall have a period of 21 days to consider whether to execute this General Release. To the extent Executive has executed this General Release within less than twenty-one (21) days after its delivery to him, the Executive hereby acknowledges that his decision to execute this General Release prior to the expiration of such twenty-one (21) day period was entirely voluntary. If Executive accepts the terms hereof and executes this General Release, he may thereafter, for a period of 7 days following (and not including) the date of execution, revoke this General Release. If no such revocation occurs, this General Release shall become irrevocable in its entirety, and binding and enforceable against Executive, on the day next following the day on which the foregoing seven-day period has elapsed. Any revocation of this General Release shall be deemed for all purposes a revocation of this General Release in its entirety. (f) Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

Release of Claims by Executive. (a) Pursuant In exchange for the consideration offered to Section 11(h) of the Employment Executive under this Agreement, which Executive acknowledges provides consideration to which Executive would not otherwise have an undisputed right to receive, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns (collectivelyand successors in interest, and together with Executivehereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the “Executive Releasors”)Company, hereby releases, remises, acquits and forever discharges the Company its subsidiaries and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and agents, plan fiduciariesdirectors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, (iv) for any violation false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of applicable federala career opportunity, state and local labor and employment laws discrimination (including all disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to laws concerning unlawful and unfair labor and employment practices) of the United States or any other jurisdiction applicable to Executive’s actions on behalf of the Company or any of its subsidiaries or affiliates, and (viii) for employment discrimination under any applicable federalother matter; provided, state or local statutehowever, provision, order or regulation, and including, without limitation, that nothing contained herein shall operate to release any claim under Title VII obligations of the Civil Rights Act Company or its successors or assigns arising under this Agreement. Notwithstanding anything in this Agreement to the contrary, it is the express intention of 1964 (“Title VII”), Executive and the Age Discrimination in Employment Act (“ADEA”) and any similar Company that this Agreement shall not act as a release or analogous state statute, excepting only that no claim in respect waiver of any of the following rights shall constitute a Released Claim: (1) any right arising underrights of defense or indemnification which would be otherwise afforded to Executive under the Certificate of Incorporation, By-Laws or similar governing documents of the Company or its subsidiaries, or preserved byany indemnity agreement entered into with Executive, this Release or the Employment Agreement; (2) for avoidance any rights of doubt, defense or indemnification which would be otherwise afforded to Executive under any right director or officer liability or other insurance policy maintained by the Company or its subsidiaries; (3) any rights of Executive to indemnification benefits accrued under (iany plan or arrangement referenced in Section 5(e) applicable corporate lawof this Agreement, (ii4) any rights under this Agreement, and (5) such rights or claims as may arise after the by-laws or certificate date of incorporation of any Company Released Party,this Agreement.

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with the intention of binding himself and his heirs, executors, administrators and assigns (collectively, and together with Executive, the “Executive Releasors”), hereby releases, remises, acquits and forever discharges the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated Group, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, 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 Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity (including as an employee, officer or director), or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under (i) applicable corporate law, (ii) the by-laws or certificate of incorporation of any Company Released Party,, (iii) any other agreement between Executive and a Company Released Party or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force; or (3) for avoidance of doubt, any claim for benefits under any health, disability, retirement, life insurance or similar employee benefit plan of the Company Affiliated Group. (b) No Executive 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 Claim within the scope of this Section 1 (each, individually, a “Proceeding”), and no Executive Releasor shall participate voluntarily in any Proceeding; provided, however, and subject to the immediately following sentence, nothing set forth herein is intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. (c) In the event any Proceeding 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 Executive, (i) Executive 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 Executive by the Company as a consequence of such Proceeding shall be repaid to the Company by Executive within ten (10) calendar days of his receipt thereof. (d) The amounts and other benefits set forth in [Sections 11(b)(A)-(F)] [Section 11(f)(first sentence, clause (III))][1] of the Employment Agreement, to which Executive would not otherwise be entitled, are being paid to Executive in return for Executive’s execution and non-revocation of this Release and Executive’s agreements and covenants contained in the Employment Agreement. Executive 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. Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 1 is, among other things, a specific waiver of his 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 Executive is not permitted to waive. 1 As applicable

Release of Claims by Executive. (a) Pursuant to Section 11(h) of the Employment Agreement, Executive, with the intention on behalf of binding himself and his family, agents, representatives, heirs, executors, administrators trustees, administrators, attorneys, successors and assigns (collectively, and together with Executive, the “Executive ReleasorsRelease Parties”), hereby irrevocably and unconditionally releases, remiseswaives, settles, cancels, acquits and forever discharges discharges, the Company Group and each of its subsidiaries members’ respective current and affiliates (the “Company Affiliated Group”)former subsidiaries, affiliates, successors and assigns, and with respect to each of them, their past and present respective predecessors, stockholders, partners, members, directors, managers, officers, employees, agents, attorneys, accountantsinsurers, agents or other representatives, and each employee benefit plan fiduciaries, and the successors, predecessors and assigns of each of the foregoing (collectively, and together with the members of the Company Affiliated GroupGroup (including current and former trustees and administrators of any such plans) (collectively, the “Company Released Release Parties”), of and ) from any and all claimsclaims (contractual or otherwise), actionsdemands, costs, expenses, rights, causes of action, complaints, charges, demands, rights, damagesattorneys’ fees, debts, sums of moneyliens, accountspromises, financial obligations, complaints, suits, expenseslosses, attorneys’ fees damages and liabilities all liability of whatever kind or nature in law, equity or otherwiseand nature, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, legal or equitable, suspected or unsuspected, fixed or contingent, that arise the Executive Release Parties have, may have or ever have had, or that otherwise may exist or may arise, against any of the Company Release Parties, by reason of any act, obligation, transaction, practice, conduct, statement, occurrence or other matter, from the beginning of time up to and including the date of this Agreement, in connection with, arising out of, or relate in any way relating directly or indirectly to, events occurring on or before the date hereof relating to Executive’s employment or separation from employment with the termination of such employment (collectivelyCompany Group, “Released Claims”) and that Executive, 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 Executive’s service or related to any member of the Company Affiliated Group (compensatory or the predecessors thereof) in any capacity (including as an employeebenefit plan, officer program, policy or director)arrangement, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable federal, state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1) any right arising under, or preserved by, this Release or the Employment Agreement; (2) . Notwithstanding the foregoing or anything contained in this Agreement to the contrary, and for the avoidance of doubt, nothing in this Agreement is intended to, nor shall it be construed to: (1) release or waive any right of the Executive to enforce Executive’s rights under this Agreement; (2) release or waive any claims to the extent such claims cannot be released by applicable law; (3) release or waive any right or claim to indemnification under (i) and/or contribution Executive may have pursuant to this Agreement, applicable corporate law, the Company’s governance instruments or otherwise for acts committed during the scope of Executive’s employment with the Company and other affiliations with the Company Group; (ii4) release or waive any coverage, if any, under any Company liability insurance policy; or (5) release or waive any right Executive may have to a vested benefit under any retirement or welfare plan of the by-laws Company. For the purpose of implementing a full and complete release and discharge of the Company Release Parties, Executive (on behalf of himself and the Executive Release Parties) expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all released claims that Executive does not know or certificate suspect to exist in his favor at the time of incorporation execution hereof, and that this Agreement contemplates the extinguishment of any Company Released Party,and all released claims.

Release of Claims by Executive. (a) Pursuant to Section 11(h) In exchange for the good and valuable consideration provided herein, the receipt and sufficiency of the Employment Agreementwhich is hereby acknowledged, Executive, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and legal representatives, assigns and successors in interest (collectively, and together with Executive, the “Executive ReleasorsDerivative Claimants” and each a “Derivative Claimant”), hereby releasesIRREVOCABLY, remisesUNCONDITIONALLY AND GENERALLY RELEASES, acquits and forever discharges ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), and their past and present Company’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, accountantsdivisions, representativessubsidiaries and affiliates (and any and all agents, plan fiduciariesdirectors, officers, employees, members, stockholders, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and the successorsall persons acting by, predecessors and assigns through, under or in concert with any of each of the foregoing them (collectively, and together with the members of the Company Affiliated Group, the “Company Released PartiesReleasees” and each a “Releasee”), or any of and them, from any and all charges, complaints, claims, damages, actions, causes of action, complaintssuits, chargesrights, demands, rightsgrievances, damagescosts, losses, debts, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities costs incurred), of whatever kind or any nature in lawwhatsoever, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, that arise out of, or relate in any way to, events occurring on or before the date hereof relating to Executive’s employment or the termination of such employment (collectively, “Released Claims”) and that Executive, individually or as a member of a class, Executive now has, owns owns, or holds, or has claims to have, own, or hold, or which Executive at any time heretofore had, owned owned, or held, against any Company Released Party in any capacityor claimed to have, including any and all Released Claims (i) owned, or held from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any way connected with Executive’s service to any member agreement, commitment, contract, mortgage, deed of the Company Affiliated Group (trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or the predecessors thereof) in any capacity (including as an employeeother instrument, officer document, obligation or director)arrangement, whether written or oral, or the termination of such service in any such capacityother relationship, involving Executive and/or any Releasee, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract, wrongful dischargebreach of implied covenant of good faith and fair dealing, impairment of economic opportunitymisrepresentation, defamationinterference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or other tortmental suffering, (iv) for any violation false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of applicable federala career opportunity, state and local labor and employment laws discrimination (including all laws concerning unlawful disparate treatment and unfair labor and employment practices) and (v) for employment discrimination under any applicable federaldisparate impact), state or local statutehostile work environment, provisionsexual harassment, order or regulation, and including, without limitationretaliation, any claim under request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to Title VII of the Civil Rights Act of 1964 (“Title VII”)1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Age Discrimination in Employment Act, the Older Workers’ Benefits Protection Act, the Vocational Rehabilitation Act, the Americans with Disabilities Act, and/or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (“ADEA”) and any similar or analogous state statute, excepting only that no claim in respect of any of the following rights shall constitute a Released Claim: (1iii) any right arising underother matter (each of which is referred to herein as a “Claim”); provided, however, that nothing in this Agreement shall operate to release any claims that cannot be released under applicable law. Notwithstanding the foregoing, nothing contained herein shall operate to release any obligations of Company, its successors or preserved by, this Release or the Employment Agreement; (2) for avoidance of doubt, any right to indemnification under assigns: (i) applicable corporate lawthat relates to amounts or benefits set forth on Exhibit A, (ii) any amounts or benefits payable under any benefit plan that are otherwise payable without regard to this Agreement (subject to the by-laws terms and conditions of such plans) (iii) any obligation of the Company under this Agreement, or certificate (iv) to defend and indemnify Executive to the maximum extent that directors and officers of incorporation corporations are required to be indemnified under Delaware law and the Company’s Certificate of Incorporation and Bylaws for all costs of litigation and any Company Released Party,judgment or settlement amount paid for acts, errors or omissions for periods of time during which Executive served as an officer or director of the Company.