Common use of Release of Claims by the Employee Clause in Contracts

Release of Claims by the Employee. (a) In consideration of the Companies agreeing to pay the Payments and Benefits and the Consulting Fee, the sufficiency of which the Employee acknowledges, the Employee, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Companies and each of its or their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, 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, which the Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Employee’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any 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 state and local labor and employment laws (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”), the Illinois Human Rights Act, and any similar or analogous state statute, excepting only: (i) rights of the Employee under this Agreement; (ii) the right of the Employee to receive COBRA continuation coverage in accordance with applicable law; (iii) claims for accrued and unpaid 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; and (iv) rights to indemnification the Employee has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force. (b) The Employee acknowledges and agrees that the release of claims set forth in this Section 3 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 3 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 attorneys’ fees and expenses. (d) The Employee specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 3 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; 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 the Employee is not permitted to waive. (e) As to rights, claims and causes of action arising under the ADEA, the Employee acknowledges that he has been given but not utilized a period of twenty-one (21) days to consider whether to execute this Agreement. If the Employee accepts the terms hereof and executes this Agreement, he may thereafter, for a period of seven (7) days following (and not including) the date of execution, revoke this Agreement as it relates to the release of claims arising under the ADEA. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against the Employee, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, this Agreement shall be null and void ab initio. (f) The Employee 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) The Employee acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to the release of claims set forth in this Section 3, and has been given a sufficient period within which to consider the release of claims set forth in this Section 3. (h) The Employee acknowledges that the release of claims set forth in this Section 3 relates only to claims which exist as of the date of this Agreement. (i) The Employee acknowledges that the Payments and Benefits and Consulting Fee he is receiving in connection with the release of claims set forth in this Section 3 and his obligations under this Agreement are in addition to anything of value to which the Employee is entitled from the Companies.

Release of Claims by the Employee. (a) In exchange for the consideration of the Companies agreeing offered to pay the Payments and Benefits and the Consulting Fee, the sufficiency of which the Employee acknowledgesunder this Agreement, the Employee, with the intention on his behalf and on behalf of binding himself and his heirs, devisees, legatees, executors, administrators administrators, personal and assignslegal representatives, does assigns and successors in interest, hereby releaseIRREVOCABLY, remiseUNCONDITIONALLY AND GENERALLY RELEASES, acquit and forever discharge ACQUITS, AND FOREVER DISCHARGES, to the Companies fullest extent permitted by law, the Company, its subsidiaries and each of its or the their subsidiaries and affiliates (the “Company Affiliated Group”)directors, their present and former officers, directorsemployees, executivesrepresentatives, shareholdersstockholders, predecessors, successors, assigns, agents, attorneys, employees divisions, subsidiaries and employee benefit plans affiliates (and the fiduciaries thereofagents, directors, 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, 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, which that the Employee, individually or as a member of a class, Employee now has, owns owns, or holds, or has claims to have, own, or hold, or which the Employee at any time heretofore had, owned owned, or held, arising on or prior claimed to have, own, or hold from the beginning of time to the date hereof, against any Company Released Party in any capacitythat the Employee signs this Agreement, including, without limitationbut not limited to, any and all those claims (i) arising out of or in relating to (i) any way connected with the Employee’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 capacityother instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving the termination of such service in Employee and/or any such capacityReleasee, (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 AGREEMENT Initials:_____ contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional harm distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including 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 of the United States or any other tort, (iv) for jurisdiction applicable to the Employee’s actions on behalf of the Company or any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state its subsidiaries or local statute, provision, order or regulationaffiliates, 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”), the Illinois Human Rights Act, and any similar or analogous state statute, excepting only: (i) rights of the Employee under this Agreement; (ii) the right of the Employee to receive COBRA continuation coverage in accordance with applicable law; (iii) claims for accrued and unpaid 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; and (iv) rights to indemnification the Employee has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force. (b) The Employee acknowledges and agrees that the release of claims set forth in this Section 3 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 3 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 attorneys’ fees and expenses. (d) The Employee specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 3 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 kindmatter; provided, however, that nothing contained herein shall be deemed, nor does anything contained herein purport, operate to be a waiver release any obligations of any right the Company or claim its successors or cause of action which by law the Employee is not permitted to waive. (e) As to rights, claims and causes of action assigns arising under the ADEA, the Employee acknowledges that he has been given but not utilized a period of twenty-one (21) days to consider whether to execute this Agreement. If Notwithstanding anything in this Agreement to the contrary, it is the express intention of the Employee accepts and the terms hereof Company that this Agreement shall not act as a release or waiver of (1) any rights of defense or indemnification which would be otherwise afforded to the Employee under the Certificate of Incorporation, By-Laws or similar governing documents of the Company or its subsidiaries or under that certain Indemnification Agreement by and executes between the Company and the Employee, dated October 13, 2000; (2) any rights of defense or indemnification which would be otherwise afforded to the Employee under any director or officer liability or other insurance policy maintained by the Company or its subsidiaries; (3) any rights of the Employee to benefits accrued under any Company employee benefit plans, including but not limited to the NCI 401(k) Profit Sharing Plan, the NCI Building Systems, Inc. Deferred Compensation Plan (Plan Year 2006), applicable health, medical and welfare benefit programs, and the like; (4) any rights under this Agreement, he ; and (5) such other rights or claims as may thereafter, for a period of seven (7) days following (and not including) arise after the date of execution, revoke this Agreement as it relates to the release of claims arising under the ADEAAgreement. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against the Employee, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, this Agreement shall be null and void ab initio. (f) The Employee 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) The Employee acknowledges that he has been advised had at least 21 calendar days after this Agreement was presented to seek, and him to consider whether to sign this Agreement. The Employee has had until the opportunity date that is seven (7) days after the date this Agreement is executed by him to seek, the advice and assistance of an attorney with regard to revoke the release of claims set forth in this Section 36, and has been given a sufficient period within after which to consider the release of claims set forth in this Section 3. (h) The 6 shall become irrevocable, provided, however, that if the Employee acknowledges that the release of claims set forth in so revokes this Section 3 relates only 6, the Company shall have no obligation to claims which exist provide to the Employee the payments specified in Section 3(b) hereof. Effective as of the date of this Agreement. (i) The January 1, 2008, Employee acknowledges shall execute that the Payments and Benefits and Consulting Fee he is receiving in connection with the certain release of claims set forth in this Section 3 and his obligations under this Agreement are in addition to anything of value to which the Employee is entitled from the Companies.agreement attached hereto as Exhibit “A.”

Release of Claims by the Employee. (a) In exchange for the consideration of the Companies agreeing offered to pay the Payments and Benefits and the Consulting Fee, the sufficiency of which the Employee acknowledgesunder this Agreement, the Employee, with the intention on her behalf and on behalf of binding himself and his her heirs, devisees, legatees, executors, administrators administrators, personal and assignslegal representatives, does assigns and successors in interest, hereby releaseIRREVOCABLY, remiseUNCONDITIONALLY AND GENERALLY RELEASES, acquit and forever discharge ACQUITS, AND FOREVER DISCHARGES, to the Companies fullest extent permitted by law, the Company, its subsidiaries and each of its or the their subsidiaries and affiliates (the “Company Affiliated Group”)directors, their present and former officers, directorsemployees, executivesrepresentatives, shareholdersstockholders, AGREEMENT predecessors, successors, assigns, agents, attorneys, employees divisions, subsidiaries and employee benefit plans affiliates (and the fiduciaries thereofagents, directors, 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, 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, which that the Employee, individually or as a member of a class, Employee now has, owns owns, or holds, or has claims to have, own, or hold, or which the Employee at any time heretofore had, owned owned, or held, arising on or prior claimed to have, own, or hold from the beginning of time to the date hereof, against any Company Released Party in any capacitythat the Employee signs this Agreement, including, without limitationbut not limited to, any and all those claims (i) arising out of or in relating to (i) any way connected with the Employee’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 capacityother instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving the termination of such service in Employee and/or any such capacityReleasee, (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 mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including 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 of the United States or any other tort, (iv) for jurisdiction applicable to the Employee’s actions on behalf of the Company or any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state its subsidiaries or local statute, provision, order or regulationaffiliates, 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”), the Illinois Human Rights Act, and any similar or analogous state statute, excepting only: (i) rights of the Employee under this Agreement; (ii) the right of the Employee to receive COBRA continuation coverage in accordance with applicable law; (iii) claims for accrued and unpaid 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; and (iv) rights to indemnification the Employee has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force. (b) The Employee acknowledges and agrees that the release of claims set forth in this Section 3 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 3 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 attorneys’ fees and expenses. (d) The Employee specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 3 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 kindmatter; provided, however, that nothing contained herein shall be deemedoperate to release any obligations of the Company or its successors or assigns arising under this Agreement. Notwithstanding anything in this Agreement to the contrary, nor does anything contained herein purport, to be it is the express intention of the Employee and the Company that this Agreement shall not act as a release or waiver of (1) any right rights of defense or claim or cause of action indemnification which by law would be otherwise afforded to the Employee is not permitted to waive. (e) As to rights, claims and causes of action arising under the ADEACertificate of Incorporation, By-Laws or similar governing documents of the Company or its subsidiaries or under that certain Indemnification Agreement by and between the Company and the Employee, dated February 14, 2005; (2) any rights of defense or indemnification which would be otherwise afforded to the Employee under any director or officer liability or other insurance policy maintained by the Company or its subsidiaries; (3) any rights of the Employee to benefits accrued under any Company employee benefit plans, including but not limited to the NCI 401(k) Profit Sharing Plan, the NCI Building Systems, Inc. Deferred Compensation Plan (as amended), applicable health, medical and welfare benefit programs, and the like; (4) any rights under this Agreement; and (5) such other rights or claims as may arise after the date of this Agreement. The Employee acknowledges that he she has been given but not utilized a period of twenty-one (21) had at least 21 calendar days after this Agreement was presented to her to consider whether to execute sign this Agreement. If The Employee has until the Employee accepts the terms hereof and executes this Agreement, he may thereafter, for a period of date that is seven (7) days following (and not including) after the date of execution, revoke this Agreement as it relates is executed by her to revoke the release of claims arising under the ADEA. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against the Employee, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, this Agreement shall be null and void ab initio. (f) The Employee 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) The Employee acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to the release of claims set forth in this Section 34, and has been given a sufficient period within after which to consider the release of claims set forth in this Section 3. (h) The 4 shall become irrevocable, provided, however, that if the Employee acknowledges that the release of claims set forth in so revokes this Section 3 relates only 4, the Company shall have no obligation to claims which exist as of the date of this Agreement. (i) The Employee acknowledges that the Payments and Benefits and Consulting Fee he is receiving in connection with the release of claims set forth in this Section 3 and his obligations under this Agreement are in addition provide to anything of value to which the Employee is entitled from the Companiespayments specified in Section 3(b) hereof.

Release of Claims by the Employee. (a) In consideration of the Companies Severance Benefits and the Company agreeing to pay the Payments and Benefits and the Consulting Fee, the sufficiency of which the Employee acknowledges, the Employee, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Companies Company and each of its or their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, 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, which the Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Employee’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any 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 state and local labor and employment laws (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”), the Illinois Human Rights Act, ) and any similar or analogous state statute, excepting only: (iA) rights of the Employee under this Agreement; (iiB) the right of the Employee to receive COBRA continuation coverage in accordance with applicable law; (iiiC) claims for accrued and unpaid 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, provided, however, that the Company agrees to cooperate with the timely transfer of the Employee’s 401(k) to a qualified IXX as directed by the Employee; and (ivD) rights to indemnification the Employee has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force. (b) The Employee acknowledges and agrees that the release of claims set forth in this Section 3 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 3 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 attorneys’ attorney’s fees and expenses. (d) The Employee specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 3 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; 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 the Employee is not permitted to waive. (e) As to rights, claims and causes of action arising under the ADEA, the Employee acknowledges that he has been given but not utilized shall have a period of twenty-one (21) days to consider whether to execute this Agreement. If the Employee accepts the terms hereof and executes this Agreement, he may thereafter, for a period of seven (7) days following (and not including) the date of execution, revoke this Agreement as it relates to the release of claims arising under the ADEA. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against the Employee, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, this the Employee shall irrevocably forfeit any right to payment of the Severance Benefits, but the remainder of the Agreement shall be null continue in full force and void ab initioeffect. (f) Other than as to rights, claims and causes of action arising under the ADEA, the release of claims set forth in this Section 3 shall be immediately effective upon execution by the Employee. (g) The Employee 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. (gh) The Employee acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to the release of claims set forth in this Section 3, and has been given a sufficient period within which to consider the release of claims set forth in this Section 3. (h) The Employee acknowledges that the release of claims set forth in this Section 3 relates only to claims which exist as of the date of this Agreement. (i) The Employee acknowledges that the Payments and Benefits and Consulting Fee he is receiving in connection with the release of claims set forth in this Section 3 and his obligations under this Agreement are in addition to anything of value to which the Employee is entitled from the Companies.

Release of Claims by the Employee. (a) In consideration of the Companies agreeing to pay the Payments and Benefits and the Consulting FeeSeverance Payment, the sufficiency of which the Employee acknowledges, the Employee, with the intention of binding himself and his heirs, executors, administrators and successors and assigns, does hereby irrevocably and unconditionally release, remise, acquit and forever discharge the Companies Company and each of its or their subsidiaries and affiliates (the “"Company Affiliated Group”"), their present and former former, officers, directors, executives, employees, partners, shareholders, agents, attorneys, employees attorneys and employee benefit plans (and the fiduciaries thereof)representatives, and the successors, predecessors and assigns of each of the foregoing (collectively, 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 promises, agreements, controversies, costs, losses, 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, which the Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Employee’s 's service to any member of the Company Affiliated Group (or the predecessors thereof) in any 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 state and local labor and employment laws (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 1974 (“"ERISA”"), the Age Discrimination in Employment Act (“"ADEA”"), the Illinois Human Rights Acteach as amended, and any similar or analogous state statutestatute (including, without limitation, the New York State and New York City Human Rights Law), excepting only: (iA) rights of the Employee under this AgreementAgreement and the Employment Agreement (as modified hereby); (iiB) rights to indemnification, if any, under the Employment Agreement, applicable corporate law, the by-laws or certificate of incorporation of the Company or any of its affiliates, and as an insured under any director's and officer's liability insurance policy now or previously in force; (C) the right of the Employee to receive COBRA continuation coverage in accordance with applicable law; (iiiD) claims for accrued and unpaid 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; and (ivE) rights claims for the reimbursement of unreimbursed business expenses incurred prior to indemnification the Employee has or may have under the by-laws or certificate of incorporation of any member of the Termination Date pursuant to applicable Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in forcepolicy. (b) The Employee acknowledges and agrees that the release of claims set forth in this Section 3 4 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 3 4 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 attorneys’ attorney's fees and expenses. (d) The Employee specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 3 4 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; 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 the Employee is not permitted to waive. (e) Other than as to rights, claims and causes of action arising under the ADEA, the release of claims set forth in this Section 4 shall be immediately effective upon execution by the Employee. (f) As to rights, claims and causes of action arising under the ADEA, the Employee acknowledges that he has been given but not utilized shall have a period of twenty-one (21) 21 days to consider whether to execute this Agreement. If the Employee accepts the terms hereof and executes this Agreement, he may thereafter, for a period of seven (7) 7 days following (and not including) the date of execution, revoke this Agreement as it relates to the release of claims arising under the ADEA. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against the Employee, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, this Agreement shall be null and void ab initio. (fg) The Employee 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) The Employee acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to the release of claims set forth in this Section 3, and has been given a sufficient period within which to consider the release of claims set forth in this Section 3. (h) The Employee acknowledges that the release of claims set forth in this Section 3 relates only to claims which exist as of the date of this Agreement. (i) The Employee acknowledges that the Payments and Benefits and Consulting Fee he is receiving in connection with the release of claims set forth in this Section 3 and his obligations under this Agreement are in addition to anything of value to which the Employee is entitled from the Companies.