Common use of Release of Claims Clause in Contracts

Release of Claims. In consideration for, and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf.

Release of Claims. In consideration for, (a) You hereby release and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release forever discharge the Company and each of its past and present officers, directors, officers, employees, shareholders, partners, agents, attorneysadvisors, predecessorsconsultants, successors, parent and subsidiary entities, insurers, affiliates, successors and assigns (collectively “Released Party”) from any and all claimsclaims and liabilities of any nature by you including, liabilities and obligationsbut not limited to, both known and unknownall actions, that arise out causes of or are in any way related to eventsactions, actssuits, conductdebts, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out sums of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliationmoney, attorneys’ fees, costs, accounts, covenants, controversies, agreements, promises, damages, claims, grievances, arbitrations, and demands whatsoever, known or other unknown, at law or in equity, by contract (express or implied), tort, pursuant to statute, or otherwise, that you now have, ever have had or will ever have based on, by reason of, or arising out of, any event, occurrence, action, inaction, transition or thing of any kind or nature occurring prior to or on the effective date of this Release. Without limiting the generality of the above, you specifically release and discharge any and all claims and causes of action arising, directly or indirectly, from your employment at the Company, arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (except as amendedto claims pertaining to vested benefits under employee benefit plan(s) of the Company), Title VII of the Family and Medical Leave Civil Rights Act of 1993 (as amended)1964, and the California Fair Age Discrimination in Employment and Housing Act (as amended) and similar laws in of 1967, the Equal Pay Act, the Rehabilitation Act, the Americans With Disabilities Act, or any other jurisdictions. To the maximum extent permitted by law, you also promise never directly statute, ordinance, rule, regulation, decision or indirectly order pertaining to bring employment or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief pertaining to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation age, alienage, race, color, creed, gender, national origin, religion, physical or mental disability, marital status, but citizenship, sexual orientation or non-work activities. Payment of any amounts and the provision of any benefits provided for in this Release do not signify any admission of wrongdoing by the Company, its Subsidiaries or any of their affiliates. (b) You acknowledge that you have been informed by your attorneys of the provisions of Section 1542 of the California Civil Code, which provides as follows: “A general release does not include extend to claims for workers’ compensation which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” In that regard, you hereby waive and relinquish all rights and benefits that you have or may have under Section 1542 of the California Civil Code or any similar provision of the statutory or non-statutory law of any other jurisdiction to the full extent that you may lawfully waive all such rights and benefits. Excluded In connection with such waiver and relinquishment, you acknowledge that you are aware that you may, on your own behalf or by and through your attorneys, hereafter discover claims or facts in addition to or different from those that you now know or believe to exist with respect to one or more of the parties released hereunder, but that it is your intention to finally settle and release all matters that now exist, may exist or heretofore have existed between you and all parties released hereunder. In furtherance of this Agreement are intention, the releases herein given shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional or different claims that or facts by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waiveyou, however, any right to any monetary recovery or other relief should the EEOC your attorneys or any other agency pursue a claim on your behalfperson.

Release of Claims. In consideration forexchange for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to sxx Nxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as a condition well as each of the benefits its and other consideration under this Agreement to which you are not otherwise entitledtheir assignees, you hereby generally and completely release the Company and its successors, directors, officers, employees, shareholdersstockholders, partners, agentsrepresentatives, insurers, attorneys, predecessorsagents or employees, successorspast or present, parent or any of them (individually and subsidiary entitiescollectively, insurers“Releasees”), affiliates, from and assigns (collectively “Released Party”) from with respect to any and all claims, liabilities and agreements, obligations, both demands and causes of action, known and or unknown, that arise suspected or unsuspected, arising out of or are in any way related to connected with events, acts, conduct, or omissions occurring at any time prior to and including the date you sign Executive signs this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Companyrelease, including wageswithout limiting the generality of the foregoing, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefitsbenefit, stock, stock optionsor disability, or any other ownership interests in claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the Company; (C) all claims for breach part of contractReleasees committed or omitted prior to the date of this release, wrongful terminationincluding, and breach without limiting the generality of the implied covenant foregoing, any claim under Title VII of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (as amended)collectively, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEAClaims”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding Notwithstanding the above, you are awarded any money or other relief under such a claimhowever, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do Executive is not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are releasing (1) any claims that by law cannot be waived in a private agreement between employer and employee including under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) the right to file a charge with vested rights or participate benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in an investigation conducted by this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission (“EEOC”) or any state Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfadministrative proceeding.

Release of Claims. In consideration forExcept as otherwise set forth in this Agreement, and as a condition of in exchange for the benefits and other consideration under this Agreement to which you are would not otherwise be entitled, you hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliatesaffiliates and assigns, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is to the maximum extent permitted by law and includes (without limitation) the followingnot limited to: (Aa) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (Bb) all claims related to your compensation or benefits from the Companybenefits, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (Cc) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealingdealing (including but not limited to claims arising under or based on the Employment Agreement); (Dd) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (Ee) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions). To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding Notwithstanding the above, you are awarded do not release the Company from any money or other relief under such a claimobligation to indemnify you pursuant to contract, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights ’s articles or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation statusby-laws, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit planapplicable law. You waiverepresent that you have no lawsuits, howeverclaims or actions pending in your name, or on behalf of any right to any monetary recovery other person or other relief should entity, against the EEOC Company or any other agency pursue a claim on your behalfperson or entity subject to the release granted in this paragraph.

Release of Claims. In consideration forExecutive hereby releases and forever discharges the Company, its predecessors, successors and assigns, and as a condition of the benefits its past, present, and other consideration under this Agreement to which you are not otherwise entitledfuture insurers, you hereby generally and completely release the Company and its directorsrepresentatives, officers, employeestrustees, shareholders, partnersdirectors, agents, attorneys, predecessorsand employees, and their respective successors, parent and subsidiary entitiesassigns, insurers, affiliatesexecutors, and assigns administrators (collectively collectively, the “Released PartyReleases”) ), of and from any and all claims, liabilities charges, complaints, actions, causes of action, liability, damages, costs, attorney fees, expenses of whatever nature, and obligationsdemands of any kind (including without limitation those based in tort, both known and unknown, that arise out of or are in any way related to events, acts, conductcontract, or omissions occurring at statue, including without limitation, applicable state civil rights laws, Title VII of the Civil Rights Act of 1964, the Post-Civil War Rights Act, the Age Discrimination in Employment Act, 29, USC 621 et seq, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act of 1963, and any time prior regulations under such laws) up to and including the date you sign this Agreementset forth below, whether known or unknown, foreseen or unforeseen, asserted or unasserted. This general release is to Without limitation on the maximum extent permitted by law foregoing, Executive hereby accepts the payments set forth herein in full settlement and includes (without limitation) satisfaction of all claims, charges, complaints, actions, causes of action, and demands against the following: (A) all claims arising out Company or any of the Releases of every nature and kind whatsoever, known or unknown, suspected or unsuspected, past, present, or future on account of or in any way related to your or arising from the employment with the Company relationship existing between them or the termination of that employment; (B) all claims related relationship. Executive agrees that he/she is lawfully entitled to your compensation no payments, wages, compensation, or benefits from the CompanyCompany except as set forth in this Agreement, including wagesand except for any amounts to which he/she is entitled under the terms of the Company 401(k) plan and under the stock option agreements entered into between the Company and Executive. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, salarywhich provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, variable compensationwhich if known by him must have materially affected his settlement with the debtor.” Notwithstanding the provisions of Section 1542, incentive paymentsand for the purposes of implementing a full and complete release and discharge of the Releasees, bonusesExecutive expressly acknowledges that this Agreement is intended to include and does include in its effect all claims which Executive does not know or suspect to exist in Executive’s favor at the time Employee signed this Agreement. Executive intends this Agreement to extinguish such claims. Executive represents that he/she has no claims against or relating to the Company pending or filed with any local, commissionsstate, vacation payor federal agency as of the date this Agreement is signed; and that if any such claims are pending or filed, expense reimbursementsthey will be immediately withdrawn or dismissed. Except where prohibited by law, severance payExecutive agrees that he/she will not assert any court action, fringe benefits, stock, stock optionslawsuit, or any amendment to his/her claims against the Company or any other ownership interests Releasees arising out of or in the Company; (C) all claims for breach of contract, wrongful termination, and breach connection with any of the implied covenant of good faith and fair dealing; (D) all tort foregoing released claims, including (without limitation) claims for fraudlimitation any action, defamationlawsuit, emotional distress, or claim arising out of or in connection with the employment relationship existing between the Company and discharge in Executive or the termination of that relationship other than one based upon an alleged violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Where permitted by operation of law, Executive agrees that his/her sole monetary relief for any claim permitted to be made following execution of this Agreement includes a release shall be the monetary relief already provided. The Company hereby releases and forever discharges Executive and his/her heirs, successors, beneficiaries, agents and attorneys, and their respective successors, assigns, executors, and administrators, of and from any and all charges, complaints, actions, causes of action, liability, damages, costs, attorney fees, expenses of whatever nature and demands of any kind (including without limitation those based in tort, contract, or statue) arising from or based on claims of discrimination and retaliation on which any current member of the basis Company’s Board of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from Directors has actual knowledge as of the date of this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfAgreement.

Release of Claims. In consideration for, and as a condition of exchange for the benefits payments and other consideration under this Agreement to which you are would not otherwise be entitled, you hereby generally release, acquit and completely release forever discharge the Company Company, and its officers, directors, officersagents, servants, employees, shareholders, partners, agents, attorneys, predecessorsshareholders, successors, parent assigns and subsidiary entities, insurers, affiliates, in their individual, corporate and assigns (collectively “Released Party”) official capacities, of and from any and all claims, liabilities liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligationsobligations of every kind and nature, both in law, equity, or otherwise, known and unknown, that arise suspected and unsuspected, disclosed and undisclosed, arising out of or are in any way related to agreements, events, acts, conduct, acts or omissions occurring conduct at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following, including but not limited to: (Aa) any and all such claims and demands directly or indirectly arising out of or in any way related to connected with your employment with the Company or the termination conclusion of that employment; (Bb) any claims whatsoever against the Company or those released above by this Release of Claims arising before you sign this Agreement; (c) all claims or demands related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefitsincentive payments, stock, stock options, or any other ownership or equity interests in the Company, including vacation pay, personal time off, fringe benefits, severance benefits, or any other form of compensation; (Cd) all claims pursuant to any federal, any state or any local law, statute, common law or cause of action, employment or otherwise, including, but not limited to, the federal Civil Rights Act of 1964, as amended, attorney’s fees under Title VII of the federal Civil Rights Act of 1964, as amended, or any other statute, agreement or source of law, the federal Americans with Disabilities Act of 1990, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, as amended, the Worker Adjustment and Retraining Notification Act, the Colorado anti-discrimination statute, any other state or local employment, discrimination, or labor code, and the Equal Pay Act, of 1963, as amended; (e) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; and (Df) all tort claims, including (without limitation) including, but not limited to, claims for assault, battery, invasion of privacy, fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal. You represent that you have no lawsuits, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act actions pending in your name or on behalf of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of person or entity, against the Company or any jurisdiction. If, notwithstanding the above, you are awarded any money other person or other relief under such a claim, you hereby assign the money or other relief entity subject to the Company. Your waiver and release specified granted in this paragraph do not apply paragraph. You further agree that in the event you bring a claim or charge covered by this release, this Agreement shall serve as a complete defense to any rights such claims or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefitscharges. Excluded from this Agreement release are any claims that by law cannot be waived in a private agreement between employer by law. Furthermore, you agree to release and employee including (without limitation) discharge the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or Company not only from any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waiveall claims which you could make on your own behalf, however, but also specifically waive any right to become, and promise not to become, a member of any monetary recovery class in any proceeding or other relief should the EEOC or any other agency pursue case in which a claim on your behalfor claims against the Company may arise, in whole or in part, from any event which occurred prior to the date of this Agreement. If you are not permitted to opt-out of a future class, then you agree to waive any recovery for which you would be eligible as a member of such class.

Release of Claims. In consideration forexchange for receipt of the severance benefits (the “Severance Benefits”) described in <insert name>’s (“Executive”) Employment Agreement dated [ ], 2020 (the “Employment Agreement”), Executive hereby releases and discharges and covenants not to xxx Xxxxxx Corporation (the “Company”), its subsidiaries, parents, or affiliated corporations, past and present, and each of them, as a condition well as each of the benefits its and other consideration under this Agreement to which you are not otherwise entitledtheir assignees, you hereby generally and completely release the Company and its successors, directors, officers, employees, shareholdersstockholders, partners, agentsrepresentatives, insurers, attorneys, predecessorsagents or employees, successorspast or present, parent or any of them (individually and subsidiary entitiescollectively, insurers“Releasees”), affiliates, from and assigns (collectively “Released Party”) from with respect to any and all claims, liabilities and agreements, obligations, both demands and causes of action, known and or unknown, that arise suspected or unsuspected, arising out of or are in any way related to connected with events, acts, conduct, or omissions occurring at any time prior to and including the date you sign Executive signs this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Companyrelease, including wageswithout limiting the generality of the foregoing, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefitsbenefit, stock, stock optionsor disability, or any other ownership interests in claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the Company; (C) all claims for breach part of contractReleasees committed or omitted prior to the date of this release, wrongful terminationincluding, and breach without limiting the generality of the implied covenant foregoing, any claim under Title VII of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 Act, or any other federal, state or local law, regulation, constitution, ordinance or common law (as amended)collectively, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEAClaims”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding Notwithstanding the above, you are awarded any money or other relief under such a claimhowever, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do Executive is not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are releasing (1) any claims that by law cannot be waived in a private agreement between employer and employee including under applicable state or federal law, (2) rights Executive may have to indemnification (including, without limitation, under the Executive’s indemnification agreement with the Company, the Company’s by-laws, the Company’s D&O insurance and otherwise), (3) the right to file a charge with vested rights or participate benefits under Executive’s 401k or other plans, or (4) Executive’s workers’ compensation rights and, provided further, that nothing in an investigation conducted by this Agreement shall prevent Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission (“EEOC”) or any state Department of Labor. In addition, nothing in this release shall prevent Executive from challenging its validity in a legal or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfadministrative proceeding.

Release of Claims. In consideration for, and as a condition of the benefits and other consideration under BJ’s entering into this Agreement to which you are not otherwise entitledand the promises and benefits provided herein, you the Executive hereby generally fully, forever, irrevocably and completely release the Company unconditionally releases, remises and discharges BJ’s and its current and former officers, directors, officersstockholders, employeescorporate affiliates, shareholderssubsidiaries, partnerspredecessors, agents, attorneys, predecessors, successors, parent employees and subsidiary entities, insurers, affiliates, and assigns attorneys (collectively the “Released PartyParties”) from any and all claims, liabilities actions and obligationscauses of action, both whether now known and or unknown, that arise he has or at any other time had, or shall or may have against those Released Parties based upon or arising out of any matter, cause, fact, thing, act or are in any way related to events, acts, conduct, omission whatsoever occurring or omissions occurring existing at any time prior up to and including the date you sign on which he signs this Agreement. This general release is , including, but not limited to, any common law or statutory claims relating to the maximum extent permitted by law and includes (without limitation) the following: (A) all his employment or termination from employment such as claims arising out of wrongful termination in violation of public policy or in under any way related to your employment with the Company or the termination other theory, breach of that employment; (B) all claims related to your compensation or benefits from the Companycontract, including wagesfraud, salarynegligent misrepresentation, variable compensationdefamation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock optionsinfliction of emotional distress, or any other ownership interests in the Companytort claim; (C) all claims for breach of contractdiscrimination or harassment based upon national origin, wrongful terminationrace, and breach of the implied covenant of good faith and fair dealing; (D) all tort claimsage, including (without limitation) claims for fraudsex, defamationdisability, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, sexual orientation or other claims arising retaliation under the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Civil Rights Act of 1990 (as amended)1991, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”)Act, the Americans With Disabilities Act, or any other applicable Federal, State, or local law prohibiting discrimination; claims under the federal Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. Iffederal, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair law, rule, regulation or ordinance that is applicable to my employment practices agency and with the right Company; or claims for vested retirement benefits vacation, sick or personal leave pay, short term or long term disability benefits, or payment pursuant to any Company benefit planpractice, policy, handbook or manual of BJ’s. You waiveExecutive acknowledges that he has no lawsuits, howeverclaims or actions pending in his name or on his behalf against the Released Parties, and also expressly waives any right to and all remedies that may be available under any monetary recovery statute or the common law, including, without limitation, back pay, front pay, other relief should the EEOC or any other agency pursue a claim on your behalfdamages, attorney’s fees, court costs and reinstatement.

Release of Claims. In consideration forEmployee stipulates, agrees, and as a condition understands that for and in consideration of the benefits mutual covenants set forth in this Agreement, specifically including the payments and other consideration under this Agreement to which you are not otherwise entitledconsiderations set forth in Section 2 above, you the same being good and valuable consideration, Employee hereby generally acting of Employee’s own free will, voluntarily and completely release on behalf of him or herself, Employee’s heirs, administrators, executors, successors and assigns, RELEASES, ACQUITS and forever DISCHARGES the Company Partnership and its respective past and present parents, subsidiaries, affiliates, specifically including USA Compression GP, LLC and Energy Transfer LP, partners, directors, officers, employeesowners, shareholders, partnerssuccessors, agents, attorneysemployees, predecessors, successorsjoint employers, parent successor employers and subsidiary entities, insurers, affiliatesagents, and assigns each of them (collectively “Released PartyParties”) ), of and from any and all debts, obligations, claims, liabilities and obligationscounterclaims, both demands, judgments, and/or causes of action of any kind whatsoever, including under the Retention Agreement (whether known and or unknown, that arise out of in tort, contract, at law or are in any way related to eventsequity, acts, conductby statute or regulation, or omissions on any basis), based on facts occurring at any time prior to and including before, or at the date you sign time of, Employee’s signing of this Agreement. This general release is to the maximum extent permitted by law and includes (, for any damages or other remedies of any kind, including, without limitation) the following: (A) all claims arising out of , direct or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Companyindirect, including wagesconsequential, salarycompensatory, variable compensationactual, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock optionspunitive, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliationdamages, attorneys’ fees, expenses, reimbursements, costs of any kind or other reinstatement of any of the foregoing. This release includes, but is not limited to, any and all rights or claims, demands, and/or causes of action arising out of Employee’s employment with the Partnership, or relating to purported employment discrimination, retaliation or violations of civil rights, if any, including, but not limited to, claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Civil Rights Act of 1990 (as amended)1991, the federal Age Discrimination in Employment Act, The Xxxxx Xxxxxxxxx Fair Pay Act of 1967 (as amended) (“ADEA”)2009, the federal Worker Adjustment and Retraining Notification Older Workers Benefit Protection Act (as amended) and similar laws in other jurisdictionsof 1990, the Employee Retirement Income Security Americans With Disabilities Act of 1974 (as amended)1990, Executive Order 11246, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Xxxxxxxx-Xxxxx Act of 1993 (as amended)2002, and the California Fair Employment and Housing Act (as amended) and similar laws in or any other jurisdictions. To the maximum extent permitted by applicable federal, state, or local statute or ordinance or any other claim, whether statutory or based on common law, you also promise never directly arising by reason of Employee’s employment with the Partnership or indirectly to bring circumstances related thereto, or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under by reason of any other unfair competition law matter, cause, or thing whatsoever, from the first date of any jurisdiction. If, notwithstanding employment with the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief Partnership to the Company. Your waiver date and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign time of execution of this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee by law, including (without limitation) but not limited to, the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state applicable federal, state, or local fair employment practices government agency and the right for vested retirement benefits pursuant to recover any Company benefit planappropriate relief in any such proceeding. You waiveEmployee is waiving, however, any the right to any monetary recovery or other relief should the EEOC Equal Employment Opportunity Commission or any other agency or commission pursue any claims on Employee’s behalf. Employee has a claim period of twenty-one (21) days in which to consider this Agreement. Employee may choose to sign this Agreement prior to the expiration of the twenty-one (21) day period, but is not required to do so. Once Employee signs the Agreement, Employee shall have a period of seven (7) days from the date Employee signs the Agreement to revoke the Agreement. The Agreement shall not become effective or enforceable until the eighth day after Employee signs the Agreement (the “Effective Date”). To revoke this Agreement, Employee must provide written notice of revocation to Xxxx Xxxxxx, 000 Xxxxxxxx Xxx., Xxxxx 000, Xxxxxx, Xxxxx 00000 before 11:59 p.m., Austin, Texas time on your behalfthe last day of the seven (7) day revocation period. No payments under this Agreement shall be due until the expiration of the seven (7) day revocation period. The Employee is expressly advised and encouraged to exercise the Employee’s right to consult with an attorney of the Employee’s choice in considering whether to sign this Agreement. The Employee affirms that the Employee (i) has consulted or had an opportunity to consult with an attorney or a representative of Employee’s choosing; and (ii) is not relying on any advice from the Partnership or its agents or attorneys in Employee’s decision to execute this Agreement. Employee further acknowledges that he/she has carefully read this Agreement, that the Employee understands the contents and meaning of this Agreement and that Employee’s execution of this Agreement is knowing and voluntary.

Release of Claims. In consideration forI voluntarily release and forever discharge the Employer, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and as a condition of the benefits current and other consideration under this Agreement to which you are not otherwise entitledformer officers, you hereby generally and completely release the Company and its directors, officersstockholders, members, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent accountants and subsidiary entities, insurers, affiliates, agents of each of the foregoing in their official and assigns personal capacities (collectively referred to as the “Released PartyReleasees”) generally from any and all claims, demands, debts, damages and liabilities of every name and obligationsnature, both known and unknownor unknown (“Claims”) that, that arise out as of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you when I sign this AgreementRelease, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This general release is to the maximum extent permitted by law and includes (includes, without limitation) , all Claims: ● relating to my employment by the following: (A) all claims arising out Employer and/or any affiliate of or in any way related to your employment with the Company or Employer and the termination of that my employment; ● of wrongful discharge; ● of breach of contract; ● of retaliation or discrimination under federal, state or local law (B) all claims related to your compensation including, without limitation, ● Claims of age discrimination or benefits from retaliation under the CompanyAge Discrimination in Employment Act, including Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964, Claims of any form of discrimination or retaliation that is prohibited by the California Fair Employment and Housing Act; ● under any other federal or state statute; ● of defamation or other torts; ● of violation of public policy; ● for wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefitsincentive compensation, stock, stock options, vacation pay or any other ownership interests compensation or benefits (except for such wages, bonuses, incentive compensation, stock, stock options, vacation pay or other compensation or benefits otherwise due to me under the Agreement); and ● for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; I agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Release, under any ongoing Company benefit plans or for indemnification under any indemnification agreement, the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, ’s Bylaws or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictionsapplicable law. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and This release specified in this paragraph do does not apply to any rights or release claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in released as a private agreement between employer and employee including (without limitation) the matter of law, including, but not limited to, my right to file a charge with or participate in an investigation conducted a charge by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waiveCommission, however, any right to any monetary recovery or other relief should the EEOC or any other local, state, or federal administrative body or government agency pursue a claim on your behalfthat is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give me the right to recover any monetary damages against the Company; my release of claims herein bars me from recovering such monetary relief from the Company).

Release of Claims. In consideration forBy signing this Release, you, for yourself and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitledfor your heirs, you hereby generally and completely release the Company and its directorsexecutors, officersadministrators, employeestrustees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, legal representatives and assigns (hereinafter referred to collectively as “Released PartyReleasors”) ), forever release and discharge the Company Entities from any and all claims, demands, causes of action, fees and liabilities and obligationsof any kind whatsoever, both whether known and or unknown, that arise out which you ever had, now have, or may have against any of or are in the Company Entities by reason of any way related to eventsact, actsomission, transaction, practice, plan, policy, procedure, conduct, occurrence, or omissions occurring at any time prior other matter, up to and including the date you sign this Agreement. This general release is hereof, including but not limited to claims for, under or based on: (a) any claims for wrongful termination, retaliation, detrimental reliance, defamation, invasion of privacy, intentional infliction of emotional distress, or any other common law claims; (b) any claims for the maximum extent permitted by law breach of any written, implied or oral contract between Employee and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including but not limited to any contract of employment or investment; (c) any claims of discrimination, harassment or retaliation based on such things as age, national origin, ancestry, race, religion, sex, sexual orientation, marital status, or physical or mental disability or medical condition; (d) any claims for payments of any nature, including but not limited to wages, salary, variable compensation, incentive payments, bonuses, commissionsovertime pay, vacation pay, expense reimbursements, severance pay, fringe commissions, bonuses and benefits or the monetary equivalent of benefits, stock, stock optionsbut not including any claims for unemployment or workers’ compensation benefits (it being understood that the Company shall not contest your application for unemployment insurance or workers’ compensation benefits), or any other ownership interests in for the Company; consideration being provided to you pursuant to paragraph 2 of this Release; (Ce) all claims for breach of contract, wrongful termination, that you have or that may arise under the common law and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, state and local statutory claimsstatutes, ordinances, rules, regulations and orders, including (without limitation) claims for discriminationbut not limited to any claim or cause of action based on the Fair Labor Standards Act, harassmentthe Equal Pay Act, retaliationthe Sarbanes Oxley Act of 2002, attorneys’ fees, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment Family and Retraining Notification Medical Leave Act, the Americans with Disabilities Act, the Civil Rights Acts of 1866, 1871 and 1991, the Rehabilitation Act (as amended) and similar laws in other jurisdictionsof 1973, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974 (as amended)1974, the Family Worker Adjustment and Medical Leave Retraining Notification Act, the Vietnam Era Veterans’ Readjustment Assistance Act of 1993 (as amended)1974, the Uniformed Services Employment and Reemployment Rights Act, Executive Order 11246, the New York Labor Law, the New York Occupational Safety and Health Laws, the New York Equal Pay Law, the New York State Human Rights Law, the New York Civil Rights Act, the New York Worker Adjustment and Retraining Notification Act, the New York Worker’s Compensation Retaliation Law, the New York City Administrative Code, including the New York City Human Rights Act, any and all New York “Whistleblower” statutes and laws, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law state laws governing employee rights, as each of them has been or may be amended; and (f) any jurisdiction. Ifclaims for attorneys’ fees, notwithstanding costs, disbursements or the abovelike. (g) Notwithstanding the foregoing, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified set forth in this paragraph do 3 shall not apply to extend to: (i) those rights which as a matter of law cannot be waived; (ii) claims, causes of action or demands of any rights or claims kind that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination hereof and retaliation that are based on the basis of workers’ compensation status, but does not include acts or omissions occurring after such date; (iii) claims for workers’ compensation benefits. Excluded from indemnification or contribution under any operative documents of the Company Entities, or claims for coverage under any directors and officers insurance policy applicable to you; (iv) claims under COBRA; (v) claims with respect to accrued, vested benefits or payments under any employee benefit or equity plan of the Company; and (vi) claims to enforce the terms of this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfRelease.

Release of Claims. In consideration forThe Employee and his heirs, assigns, and as a condition of the benefits agents release, waive, and other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release discharge the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns Released Parties (collectively “Released Party”as defined below) from each and every claim, action or right of any and all claimssort, liabilities and obligations, both known and or unknown, that arise out arising on or before the Effective Date. a) The foregoing release includes, but is not limited to, any claim of discrimination on the basis of race, sex, pregnancy, religion, marital status, sexual orientation, national origin, handicap or are in any way related to eventsdisability, actsage, conductveteran status, special disabled veteran status, or omissions occurring at citizenship status or any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted other category protected by law and includes (without limitation) the following: (A) all claims law; any other claim based on a statutory prohibition or requirement; any claim arising out of or in any way related to your an express or implied employment with the Company or the termination contract, any other contract affecting terms and conditions of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied a covenant of good faith and fair dealing; (D) all any tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims any personal gain with respect to any claim arising under the federal Civil Rights Act qui tam provisions of 1964 (as amended)the False Claims Act, 31 U.S.C. 3730 and any claims to attorney fees or expenses. b) The Employee represents that he understands the federal Americans with Disabilities Act of 1990 (as amended)foregoing release, that rights and claims under the federal Age Discrimination in Employment Act of 1967 (1967, as amended) (“ADEA”), are among the federal Worker Adjustment rights and Retraining Notification Act (as amended) and similar laws in other jurisdictions, claims against the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended)Company he is releasing, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do that he understands that he is not apply to releasing any rights or claims that may arise arising after the date you sign Effective Date. c) The Employee further agrees never to sue the Company or cause the Company to be sued regarding any matter within the scope of the above release. If the Employee violates this Agreement. This Agreement includes a release by suing the Company or causing the Company to be sued, the Employee agrees to pay all costs and expenses of claims of discrimination defending against the suit incurred by the Company, including reasonable attorneys’ fees except to the extent that paying such costs and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that expenses is prohibited by law cannot be waived or would result in a private agreement between employer the invalidation of the foregoing release. d) Released Parties are the Company, all current and former parents, subsidiaries, related companies, partnerships or joint ventures, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee including benefit programs (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waivetrustees, howeveradministrators, any right to any monetary recovery or other relief should the EEOC or fiduciaries and insurers of such programs), and any other agency pursue a claim on your behalfperson acting by, through, under or in concert with any of the persons or entities listed in this paragraph, and their successors.

Release of Claims. In consideration for, and as a condition of exchange for the benefits and other consideration under this Agreement to which you are would not otherwise be entitled, you hereby generally and completely release release, acquit and forever discharge the Company and its parent or subsidiary entities, successors, predecessors and affiliates, and its and their directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliatesaffiliates and assigns, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is to the maximum extent permitted by law and includes (without limitation) the followingnot limited to: (Aa) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (Bb) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance paypayments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (Cc) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (Dd) all tort claims, including (without limitation) but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (Ee) all federal, state, and local statutory claims, including (without limitation) but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended)California Labor Code, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictionsAct. To Notwithstanding the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the aboveforegoing, you are awarded not hereby releasing the Company from any money or other relief under such a claimobligation it may otherwise have to indemnify you for your acts within the course and scope of your employment with the Company, you hereby assign the money or other relief pursuant to the articles and bylaws of the Company. Your waiver and release specified in this paragraph do not apply to , any rights fully executed written agreement with the Company, or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit planapplicable law. You waiverepresent that you have no lawsuits, howeverclaims or actions pending in your name, or on behalf of any right to any monetary recovery other person or other relief should entity, against the EEOC Company or any other agency pursue a claim on your behalfperson or entity subject to the release granted in this paragraph. In addition, you covenant not to xxx, initiate, or continue any legal or administrative proceeding with regard to any or all claims you have released herein.

Release of Claims. In consideration for, and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitled, you You hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is to the maximum extent permitted by law and includes (without limitation) the followingnot limited to: (Aa) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (Bb) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (Cc) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (Dd) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (Ee) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 1990, the California Labor Code (as amended), the federal California Family Rights Act, the Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions). To Notwithstanding the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the aboveforegoing, you are awarded not releasing the Company hereby from any money or other relief under such a claim, obligation to indemnify you hereby assign the money or other relief pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation statusAlso, but does not include claims for workers’ compensation benefits. Excluded excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalflaw.

Release of Claims. In consideration forBy signing this Agreement and Release, Executive, on behalf of himself and his current, former, and as a condition future heirs, executors, administrators, attorneys, agents and assigns, releases and waives all legal claims in law or in equity of the benefits any kind whatsoever that Executive has or may have against Company, its parents, subsidiaries and other consideration under this Agreement to which you are not otherwise entitledaffiliates, you hereby generally and completely release the Company and its their respective officers, directors, officers, employees, shareholders, partnersmembers, agents, attorneys, predecessorstrustees, successorsfiduciaries, parent representatives, benefit plans and subsidiary entitiesplan administrators, insurers, affiliatessuccessors and/or assigns, and assigns all persons or entities acting by, through, under, or in concert with any or all of them (collectively collectively, the “Released PartyParties”) from any ). This release and waiver covers all rights, claims, liabilities actions and obligationssuits of all kinds and descriptions that Executive now has or has ever had, both whether known and or unknown or based on facts now known or unknown, that arise out fixed or contingent, against the Released Parties, occurring from the beginning of or are in any way related to events, acts, conduct, or omissions occurring at any time prior up to and including the date you sign that Executive executes this Agreement. This general release is to the maximum extent permitted by law Agreement and includes (Release, including, without limitation) : a. any claims for wrongful termination, defamation, invasion of privacy, intentional infliction of emotional distress, or any other common law claims; b. any claims for the following: (A) all breach of any written, implied or oral contract between Executive and MDC; c. any claims arising out of discrimination, harassment or in retaliation based on such things as age, national origin, ancestry, race, religion, sex, sexual orientation, or physical or mental disability or medical condition; d. any way related to your employment with the Company or the termination claims for payments of that employment; (B) all claims related to your compensation or benefits from the Companyany nature, including but not limited to wages, salary, variable compensation, incentive payments, bonuses, commissionsovertime pay, vacation pay, expense reimbursements, severance pay, fringe commissions, bonuses and benefits or the monetary equivalent of benefits, stock, stock optionsbut not including any claims for unemployment or workers’ compensation benefits, or any other ownership interests in for the Companyconsideration being expressly provided to Executive pursuant to this Agreement and Release; (C) and e. all claims for breach of contract, wrongful termination, that Executive has or that may arise under the common law and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, state and local statutory claimsstatutes, ordinances, rules, regulations and orders, including (without limitation) claims for discriminationbut not limited to any claim or cause of action based on the Fair Labor Standards Act, harassment, retaliation, attorneys’ fees, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended)Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Civil Rights Acts of 1866, 1871 and 1991, the Rehabilitation Act of 1993 (as amended)1973, the National Labor Relations Act, the Executive Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, Executive Order 11246, and the California Fair Employment and Housing Act (any state laws governing employee rights, as each of them has been or may be amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release and Release shall be binding upon and inure to the benefit of Executive and the Released Parties and any other individual or entity who may claim any interest in the matter through Executive. Executive also acknowledges that he has not assigned any of his rights to make the aforementioned claims or demands. By way of discrimination and retaliation on further clarification, Executive shall not be entitled to receive any of the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from Severance Payments under this Agreement are any claims that by law cannot be waived and Release unless Executive executes and delivers to the Company the Release of Claims in a private agreement between employer and employee including (without limitation) the right to file a charge with form of Exhibit A hereto upon or participate in an investigation conducted by following the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfTermination Date.

Release of Claims. In consideration fora. You – on behalf of yourself and your heirs, and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitledexecutors, you hereby generally and completely release the Company and its directorsadministrators, officers, employees, shareholders, partners, agents, attorneys, predecessorslegal representatives, successors, parent and subsidiary entities, insurers, affiliatesbeneficiaries, and assigns (collectively “– unconditionally release and forever discharge the Released Party”) from Parties from, and waive, any and all claimsClaims that you have or may have against any of the Released Parties arising from your employment with the Company, liabilities the termination thereof, and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, other acts or omissions occurring at any time prior to and including on or before the date you sign this Agreement. This general Release; provided, however, that this Agreement shall not operate to release is any Claims that you may have to payments or benefits under the maximum extent permitted by law terms of the CIC Agreement with respect to Accrued Obligations or any rights you may have to indemnification under any indemnification agreement between you and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or any of its affiliates, or the termination bylaws or any directors and officers liability insurance policy of that employmentthe Company or any of its affiliates (collectively, the “Unreleased Claims”). b. The release set forth in Paragraph 3(a) includes, but is not limited to, any and all Claims under (i) the common law (tort, contract or other) of any jurisdiction; (Bii) all claims related to your compensation or benefits from the CompanyRehabilitation Act of 1973, including wagesthe Age Discrimination in Employment Act, salarythe Americans with Disabilities Act, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach Title VII of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 1964, and any other federal, state and local statutes, ordinances, executive orders and regulations prohibiting discrimination or retaliation upon the basis of age, race, sex, national original, religion, disability, or other unlawful factor; (as amended), iii) the federal Americans with Disabilities Act of 1990 National Labor Relations Act; (as amended), iv) the federal Age Discrimination in Employment Act of 1967 Employee Retirement Income Security Act; (as amendedv) the Family and Medical Leave Act; (“ADEA”), vi) the federal Fair Labor Standards Act; (vii) the Equal Pay Act; (viii) the Worker Adjustment and Retraining Notification Act Act; and (as amendedix) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. Iffederal, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and law. c. In furtherance of this Release, you promise not to bring any Claims (other than Unreleased Claims) against any of the right for vested retirement benefits pursuant to Released Parties in or before any Company benefit plancourt or arbitral authority. You waive, however, also agree effective as of the date of this release to resign any right to and all directorhips with the Company and any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfof its subsidiaries and affiliates.

Release of Claims. A. In exchange for the consideration forprovided herein, you agree to, and as a condition of the benefits and other consideration under by signing this Agreement to which you are not otherwise entitleddo, you hereby generally forever waive and completely release the Company Quiksilver and each of its directorsaffiliated or related entities, divisions, subsidiaries, foundations, licensees, shareholders, officers, directors, employees, shareholders, partnersattorneys, agents, attorneyssuccessors and assigns, predecessorsincluding, successorswithout limitation, parent QS Wholesale, Inc. (collectively, “Quiksilver Releasees”), from all known and subsidiary entitiesunknown claims, insurersrights, affiliatesactions, complaints, charges, liabilities, obligations, promises, agreements, causes of action, suits, demands, damages, costs, losses, debts, and assigns (collectively “Released Party”) from expenses of any and all claimsnature whatsoever which you ever had, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conductnow have, or omissions occurring at may claim to have against any time prior to and including of the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (Quiksilver Releasees, including, without limitation) the following: (A) all claims , any claim arising out of or in (i) any way related to aspect of your employment with the Company or the termination of that your employment; and/or (Bii) all claims related to your compensation any federal, state or benefits from the Companygovernmental constitution, including wagesstatute, salaryregulation or ordinance, variable compensationincluding, incentive paymentswithout limitation, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach Title VII of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”)Act, the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act and the California Labor Code; provided, however, that this release does not (as amendeda) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any affect rights or claims that may arise after the date you sign it is executed, (b) waive rights or claims arising out of this Agreement, or (c) waive any rights you may have to indemnity under the Company’s By-Laws, any individual indemnification agreement between you and the Company, California Labor Code § 2802 or as otherwise required by law. This Agreement includes a release of claims of discrimination Your entitlement to payments and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from benefits under this Agreement are any claims that by law cannot subject to and conditioned upon your execution and delivery to the Company of this Agreement within 45 days following your Retirement Date and the passage of the seven (7)-day revocation period provided for in Section 13 hereof without your exercising such revocation right (and for the sake of clarity, notwithstanding anything herein to the contrary, no such payments and benefits shall be waived in a private agreement between employer paid or provided until such timely delivery of this Agreement, and employee including expiration of such revocation period for this release). B. In exchange for the consideration provided herein, Quiksilver and each of its affiliated entities, divisions and subsidiaries (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOCQuiksilver Parties”) agree to, and by signing this Agreement do, forever waive and release you from all known and unknown claims, rights, actions, complaints, charges, liabilities, obligations, promises, agreements, causes of action, suits, demands, damages, costs, losses, debts, and expenses of any nature whatsoever which they ever had, now have, or any state may claim to have against you, except for those arising from, or local fair employment practices agency in connection with your knowing fraud, knowing violation of law, deliberate dishonesty, willful misconduct or in violation of your duty of loyalty to the Company. C. Further, you and the right for vested retirement Quiksilver Parties waive and relinquish all rights and benefits pursuant to any Company benefit planeach may have under Section 1542 of the California Civil Code. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf.Section 1542 reads as follows:

Release of Claims. In consideration forfor the payments and other benefits described in Section 10 of the Employment Agreement, Executive hereby fully and finally releases, waives, and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from discharges any and all claims, liabilities and obligations, both known and unknown, legal claims against the Company that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including she has through the date you sign on which she signs this Agreement. This general release is to the maximum extent permitted by law full and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Companyfinal release, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distresswaiver, and discharge in violation extends to legal and equitable claims of public policy; any kind or nature whatsoever including, without limitation, the following: (a) All claims that Executive has now, whether or not she now knows about the claims; (b) All claims for attorney’s fees and costs; (Ec) all All claims for alleged discrimination against her under any applicable federal, state, and local statutory claimslaw including, including (without limitation) , rights and claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising of age discrimination under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA’’) and federal Older Workers Benefits Protection Act (“OWBPA”), the federal Worker Adjustment ; and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and discrimination claims under the California Fair Employment and Housing Act (“CFEHA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), and the Americans With Disabilities Act (“ADA”); (d) All claims arising out of her employment and the termination of her employment and service as amendedan officer with the Company, including, but not limited to, any alleged breach of contract, wrongful termination, termination in violation of public policy, defamation, invasion of privacy, fraud, negligence, infliction of emotional distress, breach of implied contract and breach of the covenant of good faith and fair dealing; (e) All claims for any other alleged unlawful employment practices arising out of or relating to her employment or separation from employment and similar laws in service as an officer with the Company; and (f) All claims for any other jurisdictionsform of pay, for example bonus pay, incentive pay, holiday pay, and sick pay. To Provided, however, that the maximum extent permitted by foregoing does not constitute a release or waiver of Executive’s rights, if any, to (a) indemnification under any applicable directors & officers liability insurance policy, applicable state and federal law, you also promise never directly or indirectly to bring or participate and the Company’s certificate of incorporation and bylaws, (b) any rights under stock options, stock purchase agreements and equity plans of the Company and any vested interest she may have in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If401(k), notwithstanding the aboveretirement, you are awarded any money defined benefit, defined contribution or other relief under such a claim, you hereby assign the money or other relief to plan by virtue of her employment with the Company. Your waiver and release specified in this paragraph do not apply to , (c) any rights or claims that may arise after this Agreement is signed, (d) any rights to any unemployment compensation benefits to which she is entitled taking into consideration all payments she receives, (e) any rights under the Employment Agreement, including without limitation the payments and benefits specifically promised to Executive under the Employment Agreement, and any rights of Executive under any other written agreement with the Company entered into after the date you sign this of the Employment Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including or (without limitationf) the right to file a charge with or participate in an investigation conducted by institute legal action for the Equal purpose of enforcing the provisions of this Agreement and/or the Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit planAgreement. You waive, however, Executive also hereby waives any right to reinstatement to employment with the Company. For purposes of this Section 2, “Executive” includes anyone who has or obtains any monetary recovery legal rights or other relief should claims through Executive, and the EEOC term “Company” means Kite Pharma, Inc., and its past and present parents and subsidiaries, if any, and each of them; and past and present agents, officers, directors, employees, insurers, indemnitors, attorneys, successors or assigns of any other agency pursue a claim on your behalfor all of the foregoing entities.

Release of Claims. In consideration forfor the above benefits and other good and valuable consideration, your signature below indicates your agreement as follows: 5.1 In keeping with our intent to allow for an amicable separation, and as a condition part of the benefits our accord, and other consideration under deeming this Agreement to which you are not otherwise entitledbe fair, reasonable, and equitable, and intending to be legally bound hereby, you agree to and hereby generally do, for yourself and completely for each of your heirs, executors, administrators and assigns, forever and irrevocably fully release the Company and its discharge VeriSign (including any subsidiary or affiliated entities, and all of their respective officers, directors, officers, employees, shareholders, partners, agents, attorneys, representatives, shareholders, predecessors, successors, parent and subsidiary entitiespurchasers, insurers, affiliatesassigns, and assigns representatives) (collectively the “Released PartyVeriSign Parties”) from any and all grievances, liens, suits, judgments, claims, liabilities and demands, debts, defenses, actions or causes of action, obligations, both damages, and liabilities whatsoever (collectively “Claims”) which you now have, have had, or may have, whether the same be known and or unknown, that arise out of at law, in equity, or are mixed, in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or relating in any way related to any matter, act, occurrence, or transaction that occurred before or as of the Termination Date, including but not limited to your employment with VeriSign and your separation from VeriSign. This is a General Release. You expressly acknowledge that this includes, but is not limited to, your release of any tort and contract claims, arbitration claims, claims under any local, state or federal law, wage and hour law, wage collection law or labor relations law, and any claims of discrimination on the Company or the termination basis of that employment; (B) all claims related to your compensation or benefits from the Companyage, including wagesrace, salarysex, variable compensationsexual orientation, incentive paymentsreligion, bonusesdisability, commissionsnational origin, vacation payancestry, expense reimbursementscitizenship, severance pay, fringe benefits, stock, stock options, retaliation or any other ownership interests in the Company; (C) all claims for breach claim of contract, wrongful terminationemployment discrimination or retaliation, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) any claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act Acts of 1964 and 1991 as amended (as amended42 U.S.C. §§ 2000e et seq.), the federal Americans with Disabilities Age Discrimination In Employment Act of 1990 (as amended29 U.S.C. §§ 621 et seq.), the federal Americans With Disabilities Act (42 U.S.C. §§ 12101 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. §§ 701 et seq.), the Family and Medical Leave Act (29 U.S.C. §§ 2601 et seq.), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq.), and any other claim under any law prohibiting employment discrimination or relating to employment. You acknowledge that you are waiving and releasing any rights you may have under the Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your that this waiver and release specified in this paragraph do is knowing and voluntary. This General Release does not apply to release VeriSign from any rights or claims Claims by you that may arise after the date you sign as a result of VeriSign’s failure to comply with its obligations under this Agreement. This You acknowledge that the consideration given for this waiver and release Agreement includes a release is in addition to anything of claims of discrimination value to which you were already entitled and retaliation on is not an employment benefit. You acknowledge that the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from amounts to be paid by VeriSign under this Agreement are adequate consideration for your execution of this Agreement and for any and all outstanding obligations that may be owed to you by VeriSign. You represent that you are not aware of any possible claims by you other than the claims that you have waived and released by this Agreement. You expressly agree to waive any rights you may have to any claims, whether the facts or basis for any cause of action are known or unknown as of the Agreement Effective Date, and acknowledge such waiver under any common law principle or statute which may govern waivers of such claims. You hereby knowingly waive any and all rights you have or may have under Section 1542 of the California Civil Code. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Notwithstanding Section 1542 of the Civil Code of California, you expressly consent that this Agreement shall be given full force and effect according to each and all of its expressed terms and provisions, including as well those relating to unknown claims, charges, demands, suits, actions, causes of action and debts, if any. You acknowledge that you understand the significance and consequence of this specific waiver of Section 1542. You understand that this Agreement is not an admission of liability under any statute or otherwise by VeriSign, and that VeriSign does not admit but denies any violation of your legal rights. You acknowledge that you are advised to consult with legal counsel, if you so desire. 5.2 You represent that you have no lawsuits, claims, or actions pending in your name, or on behalf of any other person or entity, against VeriSign or any VeriSign Party. You also represent that you do not intend to bring any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with on your own behalf or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) on behalf of any other person or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC entity against VeriSign or any other agency pursue VeriSign Party. 5.3 You agree that you will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against VeriSign and/or any VeriSign Party, unless under a claim on subpoena or other court order to do so. You further agree both to immediately notify VeriSign upon receipt of any such court order, subpoena, or any legal discovery device and to furnish, within three (3) business days of its receipt, a copy of such subpoena or legal discovery device to VeriSign. You agree to make yourself available upon reasonable notice from VeriSign or its attorneys to provide testimony through declarations, affidavits, depositions or at a hearing or trial, and to work with VeriSign in preparation for such event, and to cooperate with any other reasonable request by VeriSign in connection with the defense or prosecution of any lawsuit to which VeriSign is a party currently pending or filed after the Termination Date. If VeriSign so requests your behalfcooperation in connection with any legal matter then VeriSign agrees to pay for any reasonable expenses (which may include, without limitation, airfare and lodging) that you incur in connection with assisting VeriSign, provided you notify VeriSign in advance of what your reasonable expenses will be and receive prior written approval from VeriSign for such expenses. 5.4 You agree to refrain from making any derogatory or disparaging remarks, statements or communications about VeriSign.

Release of Claims. In As consideration forfor this Agreement and the ----------------- benefits hereunder, and as a condition without waiving or compromising Employee's right to enforce the terms of the benefits and other consideration under this Agreement or to receive any post-retirement benefits to which you are not otherwise entitledEmployee is entitled under the Company's Retirement Plan or ESRIP or Executive Deferred Compensation Plan ("EDCP") or Retirement K Savings Plan, you hereby generally Employee unconditionally releases and completely release the Company and forever discharges Northwest Natural Gas Company, its directors, officers, employeesdirectors, shareholders, partnersemployees, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurerssubsidiaries, affiliates, representatives, and assigns employee benefit plans and their fiduciaries and administrators (collectively “referred to as "Released Party”) Parties"), from any and all claims, liabilities demands, actions, suits, causes of action, debts, accounts or controversies of any nature whatsoever (including claims for costs and obligationsother expenses, both including attorneys' fees), known and or unknown, that arise out of which Employee and his heirs, executors, administrators, successors and assigns have or are in any way related may have, up to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign of execution of this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims , arising out of of, or in any way related to your to, his employment with the Company Company, or the termination of that employment; (B) all claims related to your compensation or benefits from his employment with the Company, or any employment actions taken by the Company during the course of his employment ("Claims"). The Claims Employee is releasing specifically include, without limitation, any and all claims (including wagesclaims for costs, salaryfees and other expenses, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock optionsincluding attorneys' fees) based upon, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach related to Title VII of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”)Act, the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictionsWARN Act, the Equal Pay Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (other than claims for vested benefits), all as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in any other jurisdictions. To the maximum extent permitted by federal, state or local common law, you also promise never directly statute, regulation or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. Ifother nature or type, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do including but not apply limited to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis equal employment opportunity, wrongful discharge, negligence, tort, or breach of workers’ compensation status, but does contract. Employee agrees that this release is not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted admission by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency Company and acknowledges that the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfhas acted in good faith.

Release of Claims. In exchange for the consideration for, and as a condition of the benefits and other consideration provided to you under this Agreement to which you are would not otherwise be entitled, you hereby generally and completely release the Company Company, and its affiliated, related, parent and subsidiary entities, and its and their current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities liabilities, demands, causes of action, and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is to the maximum extent permitted by law and includes (without limitation) the followingnot limited to: (Aa) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (Bb) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership ownership, equity, or profits interests in the Company; (Cc) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (Dd) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (Ee) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as 253055600 v2 amended), the federal Americans with Disabilities Act of 1990 1990, the California Labor Code (as amended), the federal California Family Rights Act, and the Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), . Notwithstanding the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the aboveforegoing, you are awarded not releasing the Company hereby from any money rights you have under this Agreement or other relief under such a claim, any obligation to indemnify you hereby assign the money or other relief pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation statusAlso, but does not include claims for workers’ compensation benefits. Excluded excluded from this Agreement are any claims that by law cannot be waived in by law, including without limitation claims under the California Fair Employment and Housing Act, to the extent such claims are not waivable as a private agreement between employer and employee including (without limitation) the right to file a charge matter of law with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfthis release.

Release of Claims. In consideration forEmployee expressly waives any claims against xxxxxxxxx.xxx (including, and as a condition for purposes of the benefits and other consideration under this Agreement to which you are not otherwise entitledparagraph 6, you hereby generally and completely release the Company and its directorsall parents, affiliates, subsidiaries, officers, directors, stockholders, managers, employees, shareholders, partnersformer employees, agents, attorneysinvestors, predecessorsand representatives, predecessors and successors, parent ) and subsidiary entities, insurersfurther releases xxxxxxxxx.xxx (including its parents, affiliates, subsidiaries, officers, directors, stockholders, managers, employees, former employees, agents, investors, and assigns (collectively “Released Party”representatives, predecessors and successors) from any and all claims, liabilities and obligations, both whether known and or unknown, that arise out which existed or may have existed at any time up to the date of or are this Agreement, including claims related in any way related to events, acts, conduct, Employee's employment with xxxxxxxxx.xxx or omissions occurring at any time prior to and including the date you sign this Agreementending of that relationship. This general release includes, but is to the maximum extent permitted by law and includes (without limitation) the following: (A) all not limited to, any claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including for wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe employment benefits, stock, stock options, or damages of any other ownership interests in the Company; (C) all kind whatsoever, claims for breach arising out of contractany common law torts, wrongful terminationarising out of any contracts, and breach of the implied express or implied, any covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraudexpress or implied, defamationany theory of wrongful discharge, emotional distressany theory of negligence, and discharge any theory of retaliation, any theory of discrimination or harassment in violation of public policy; and (E) all any form, any legal restriction on xxxxxxxxx.xxx's right to terminate employees, or any federal, state, and local statutory claimsor other governmental statute, including (executive order, or ordinance, including, without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended), the federal Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 U.S.C. Section 1981, the Americans with Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”)Act, the federal Worker Adjustment Older Workers Benefit Protection Act, the Family and Retraining Notification Act (as amended) and similar laws in other jurisdictionsMedical Leave Act, the Employee Retirement Income Security Act of 1974 (as amended)Act, the Family Washington Law Against Discrimination, or any other legal limitation on or regulation of the employment relationship. Employee agrees to indemnify and Medical Leave Act of 1993 (as amended), hold xxxxxxxxx.xxx harmless from and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 and all loss, costs, damages, or under expenses, including, without limitation, reasonable attorneys' fees incurred by xxxxxxxxx.xxx arising out of any breach of this Agreement by Employee or resulting from any representation made herein by Employee that was false when made. Notwithstanding any other unfair competition law provision of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief this Agreement to the Company. Your contrary, this waiver and release specified in this paragraph do shall not apply to any rights or claims by either party arising under that may arise after the date you sign certain Indemnification Agreement between Employee and xxxxxxxxx.xxx, and which is reaffirmed and incorporated herein as part of this Agreement. Employee represents that Employee has not filed any complaints, charges or lawsuits against xxxxxxxxx.xxx with any governmental agency or any court, and agrees that Employee will not initiate, assist or encourage any such actions, except as required by law. Employee further agrees that if a commission, agency, or court assumes jurisdiction of such claim, complaint or charge against xxxxxxxxx.xxx on behalf of Employee, Employee will request the commission, agency or court to withdraw from the matter. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but clause does not include claims for workers’ compensation benefitsprohibit employee from enforcing the terms of this Agreement. Excluded from this Agreement Employee represents and warrants that she is the sole owner of the actual or alleged claims, rights, causes of action, and other matters which are released herein, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any claims manner and that by law cannot be waived in a private agreement between employer she has the full right and employee including (without limitation) power to grant, execute and deliver the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency releases, undertakings, and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfagreements contained herein.

Release of Claims. In consideration forThe Executive voluntarily releases and forever discharges the Company, its affiliated and related entities (including without limitation BPFH and the Bank), their predecessors, successors and assigns, their employee benefit plans and fiduciaries of such plans, and as a condition of the benefits current and other consideration under this Agreement to which you are not otherwise entitledformer officers, you hereby generally and completely release the Company and its directors, officersmembers, shareholders, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent accountants and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from agents of any and all of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and obligationsnature, both known and unknownor unknown (“Claims”) that, that arise out as of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign when the Executive signs this Agreement, the Executive has, ever had, claims to have or ever claimed to have had against any or all of the Releasees. This general includes, without limitation, the release is of all Claims: • relating to the maximum extent permitted Executive’s employment by law the LLC and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that such employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company• of wrongful discharge; (C) all claims for • of breach of contract; • of retaliation or discrimination under federal, wrongful terminationstate or local law (including, and breach without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the implied covenant Civil Rights Act of good faith 1964 and fair dealingClaims of any form of discrimination or retaliation that is prohibited by the Florida Civil Rights Act); (D) all tort claims• under any other federal, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in state or city statute or regulation; • of defamation or other torts; • of violation of public policy; • for wages, bonuses, incentive cmpensation, paid time off or any other compensation or benefits; and (E) all federal• for damages or other remedies of any sort, stateincluding, and local statutory claims, including (without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect the Executive’s rights (i) claims under any Section 401(k) plan, (ii) under the Asset Purchase Agreement (“APA”) by and among the Bank, the Company and Banyan Partners, LLC dated as of [DATE], 2014, (iii) to indemnification, advancement and/or directors and officers insurance coverage, (iv) under any equity awards pursuant to the Employment Agreement, or (v) under the Employment Agreement. The Executive agrees that he shall not seek or accept damages of any nature, other equitable or legal remedies for discriminationhis own benefit, harassment, retaliation, attorneys’ attorney’s fees, or other claims arising under costs from any of the federal Civil Rights Act of 1964 (as amended), the federal Americans Releasees with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply respect to any rights or claims that may arise after the date you sign Claim released by this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does He further represents that he has not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant assigned to any Company benefit plan. You waive, however, third party and he has not filed with any right to agency or court any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfClaim released by this Agreement.

Release of Claims. In consideration forYou hereby agree that by signing this agreement and accepting the Severance Compensation, and as a condition of the benefits other good and other valuable consideration under provided for in this Agreement to which Agreement, you are not otherwise entitledwaiving and releasing your right to assert any form of legal claim against the Company1 whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Separation Date. Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Separation Date. 1 For the purposes of this section, the parties agree that the term “Company” shall include Xxxxxx Systems, Inc., its divisions, affiliates, parents and subsidiaries, and its and their respective officers, directors, shareholders, owners, employees, attorneys, agents and assigns. Without limiting the foregoing general waiver and release, you hereby generally specifically waive and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of Claim arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment relationship with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Companythereof, including wagesincluding, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation: · Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Separation Date) claims for fraudprohibiting discrimination or harassment based upon any protected status including, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassmentrace, retaliationnational origin, attorneys’ feesage, gender, marital status, disability, veteran status or other claims sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1967 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Massachusetts or other state statute. · Claims under any other state or federal employment related statute, regulation or executive order (as amendedthey may have been amended through the Separation Date) (“ADEA”)relating to wages, hours or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictionsNational Labor Relations Act, the Employee Retirement Income Security Act of 1974 (as amended)1974, the Family and Medical Leave Consolidated Omnibus Budget Reconciliation Act of 1993 1985 (as amended), and the California Fair Employment and Housing Act (as amendedCOBRA) and any similar laws in Massachusetts or other jurisdictionsstate statute. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or · Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. · Any other unfair competition law of Claim arising under local, state or federal law. Notwithstanding the foregoing, this section does not: · release the Company from any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified obligation expressly set forth in this paragraph do not apply to Agreement or from any rights or claims that may arise after obligation, including without limitation obligations under the date you sign this Agreement. This Agreement includes Workers Compensation laws, which as a release matter of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file released; · prohibit you from filing a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) ); · prohibit you from participating in an investigation or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should proceeding by the EEOC or any other agency pursue comparable state or local agency. Your waiver and release, however, are intended to be a complete bar to any recovery or personal benefit by or to you with respect to any claim on your behalfwhatsoever, including those raised through a charge with the EEOC, except those which, as a matter of law, cannot be released. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Severance Pay being provided to you under the terms of this Agreement.

Release of Claims. In For and in consideration for, and as a condition of the benefits separation payments and other consideration under things of value to be provided pursuant to this Separation Agreement, Employee agrees, knowingly and voluntarily, that by executing this Separation Agreement to which you are not otherwise entitled, you hereby generally that he releases and completely release forever discharges the Company and its directorsthe current and former shareholders, employees, officers, employeesdirectors, shareholdersbenefit plans, partnersbenefit plan fiduciaries, agentsbenefit plan administrators, attorneysconsultants, predecessorsrepresentatives and agents thereof, successors, parent of and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligationsliabilities, both demands or causes of action known and unknown, that arise out of Employee has had or are in any way related to eventsnow has, acts, conduct, or omissions occurring at any time prior to and including arising through the date you sign of this Separation Agreement, with respect to any and all of the following, except Employee does not hereby waive any claims that cannot be waived under applicable law. This general release is to Separation Agreement does not waive or otherwise impair any vested rights Employee may have under the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out terms of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stocktax-qualified retirement plan, stock options, option plan or any other ownership interests in equity award agreement. Employee hereby acknowledges that it is his responsibility to review any equity award agreement(s) to determine termination dates of his rights thereunder. a. claims against the Company; (C) all claims for breach of contract, wrongful termination, and breach of Company based upon the implied covenant of good faith and fair dealing; (D) all tort claimscommon law, including (without limitation) claims for fraud, defamationbut not limited to, emotional distress, and discharge ; injury to personal reputation; defamation (including libel or slander); invasion of privacy; denial of employment in violation contravention of public policy; and (E) all common law or any federal, state, local or public policy, law or regulation; b. claims against the Company based upon any alleged written or oral employment agreement (including the Letter Agreement), policy, plan or procedure of the Company and/or any alleged understanding or arrangement between Employee and the Company; c. claims against the Company based upon alleged violation(s) of any statute, regulation, or ordinance, whether federal, state or local, or based on any other federal, state or local statutory claimslaw, including (without limitation) but not limited to, any and all claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Americans with Disabilities Act, 42 U.S.C. § 12101 (including the Older Workers Benefit Protection Act), et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964 (1964, as amended), 42 U.S.C. § 2000e, et seq.; the federal Americans with Disabilities Civil Rights Act of 1990 (as amended)1991, P.L. 102-166, 105 Stat. 1071, et seq.; 42 U.S.C. § 1981; the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”)Fair Labor Standards Act, the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions29 U.S.C. § 201, et seq.; the Employee Retirement Income Security Act of 1974 (1974, as amended, 29 U.S.C. § 1001, et seq.; the Equal Pay Act, 29 U.S.C. § 206(d), et seq.; the Family Worker Adjustment and Medical Leave Retraining Notification Act, 29 U.S.C. § 2101, et seq.; Sarbanes Oxley Act of 1993 (as amended)2002, 18 U.S.C. § 1514, et. seq.; and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. Iffederal, notwithstanding state, or local laws touching upon the above, you are awarded any money or other relief under such a claim, you hereby assign employment relationship; d. claims against the money or other relief to Company based upon the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) U.S. Constitution or any state or local fair employment practices agency and constitution; and e. claims against the right for vested retirement benefits pursuant Company based upon any theory of alleged equitable entitlement to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfrelief.

Release of Claims. In consideration for, and as a condition of among other terms, the benefits and other consideration under this Agreement Lump Sum Payment, to which you are acknowledge you would otherwise not otherwise be entitled, you hereby generally voluntarily release and completely release forever discharge the Company Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, officersshareholders, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent accountants and subsidiary entities, insurers, affiliates, agents of each of the foregoing in their official and assigns personal capacities (collectively referred to as the “Released PartyReleasees”) generally from any and all claims, demands, debts, damages and liabilities of every name and obligationsnature, both known and unknownor unknown (“Claims”) that, that arise out as of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This general release is to the maximum extent permitted by law and includes (includes, without limitation) the following, all Claims: (A) all claims arising out of or in any way related • relating to your employment with by the Company or the termination of that and your decision to resign from such employment; • of wrongful discharge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local law (B) all claims related to your compensation including, without limitation, Claims of discrimination or benefits from retaliation under the CompanyAge Discrimination in Employment Act, including the Americans with Disabilities Act, and Title VII of the Civil Rights Act of 1964); • under any other federal or state statute; • for wages, salary, variable compensation, incentive payments, bonuses, incentive compensation, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, vacation pay or any other ownership interests in compensation or benefits, either under the Pennsylvania Minimum Wage Act, 43 Pa. Stat. §§ 333.101-115, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your vested rights under the Company; ’s Section 401(k) plan or your rights under this Agreement and nothing herein releases any claims that you have or may have against the Company regarding (Ca) all claims for breach the performance or nonperformance of contractobligations arising under this Agreement, wrongful termination, and breach including without limitation payment of the implied covenant of good faith benefits and fair dealing; equity set forth in Sections 2 and 3 hereof, (Db) all tort claims, including (without limitation) any claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims Company that may arise after this Agreement has become effective, (c) any indemnification and defense rights available to you as an officer or director of the date you sign Company, or (d) continued healthcare coverage under an employee health plan pursuant to COBRA or similar state law. You acknowledge that the resignation of your employment in accordance with this Agreement shall not give rise to any Claims. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. This Agreement includes As a release of claims of discrimination and retaliation on material inducement to the basis of workers’ compensation statusCompany to enter into this Agreement, but does you represent that you have not include claims for workers’ compensation benefits. Excluded from this Agreement are assigned any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant Claim to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfthird party.

Release of Claims. In consideration forfor the payments and other benefits described in this Agreement, Executive hereby fully and finally releases, waives, and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from discharges any and all claimslegal claims against the Company, liabilities and obligations, both known and unknownincluding Insperity, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including he has through the date you sign on which he signs this Agreement. This general release is to the maximum extent permitted by law full and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Companyfinal release, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distresswaiver, and discharge in violation extends to legal and equitable claims of public policy; any kind or nature whatsoever including, without limitation, the following: (a) All claims that Executive has now, whether or not he now knows about the claims; (b) All claims for attorney’s fees and costs; (Ec) all All claims for alleged discrimination against his under any applicable federal, state, and local statutory claimslaw including, including (without limitation) , rights and claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising of age discrimination under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the ) and federal Worker Adjustment and Retraining Notification Older Workers Benefits Protection Act (as amended) “OWBPA”); and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and discrimination claims under the California Fair Employment and Housing Act (“CFEHA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), and the Americans With Disabilities Act (“ADA”), the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Civil Rights Act; (d) All claims arising out of his employment and the termination of his employment with and service as an officer or director of the Company, including, but not limited to, any alleged breach of contract, wrongful termination, termination in violation of public policy, defamation, invasion of privacy, fraud, negligence, infliction of emotional distress, breach of implied contract and breach of the covenant of good faith and fair dealing; (e) All claims for any other alleged unlawful employment practices arising out of or relating to his employment or separation from employment and service as an officer or director of the Company; (f) All claims for any other form of pay, for example bonus pay, incentive pay, holiday pay, and sick pay; and Provided, however, that the foregoing does not constitute a release or waiver of Executive’s rights to (a) the payments and benefits payable to Executive by the Company pursuant to Section 2 hereof; (b) any rights and benefits retained by or provided to Executive pursuant to this Agreement; (c) participate in any manner in an investigation, hearing or proceeding conducted by the Equal Employment Opportunity Commission, but Executive hereby waives any and all rights to recover under, or by virtue of, any such investigation, hearing or proceeding; (d) exercise his rights, if any, under Section 601-608 of the Employee Retirement Income Security Act of 1974, as amended, popularly known as COBRA and/or the New Jersey Small Employer Health Benefits Act of 1992; (e) seek indemnification under any applicable directors & officers liability insurance policy, applicable state and similar laws in other jurisdictions. To the maximum extent permitted by federal law, you also promise never directly or indirectly the Company’s certificate of incorporation and bylaws and pursuant to bring or participate that certain Indemnification Agreement between the Company and Executive dated April 25, 2011 (the “Indemnification Agreement”), (f) any rights under the Stock Options (to the extent deemed vested as of the Separation Date and as modified by this Agreement), and any vested interest he may have in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If401(k), notwithstanding the aboveretirement, you are awarded any money defined benefit, defined contribution or other relief under such a claim, you hereby assign the money or other relief to plan by virtue of his employment with the Company. Your waiver and release specified in this paragraph do not apply to , g) any rights or claims that may arise after this Agreement is signed, (h) any rights to any unemployment compensation benefits to which he is entitled taking into consideration all payments he receives, (i) any rights of Executive under any other written agreement with the Company entered into after the date you sign this of the Employment Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including or (without limitationj) the right to file a charge with or participate in an investigation conducted by institute legal action for the Equal purpose of enforcing the provisions of this Agreement and/or the surviving provisions of the Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit planAgreement. You waive, however, Executive also hereby waives any right to any monetary recovery or other relief should reinstatement to employment with the EEOC or any other agency pursue a claim on your behalfCompany.

Release of Claims. (a) In consideration for, and as a condition of to receiving the benefits and other consideration under this Agreement described in Sections 2 through 4 hereof to which you are not otherwise entitled, and in consideration for your continued employment with the Company through the Separation Date, you hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively collectively, the “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is to the maximum extent permitted by law and includes (without limitation) the followingnot limited to: (A1) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B2) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D4) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E5) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”)1990, the federal Worker Adjustment and Retraining and Notification Act (as amended) and similar laws in other jurisdictions), the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended)1993, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions). To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to extent (i) any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release ; (ii) any rights you may have under Sections 6 and 7 hereof; (iii) any obligation the Company has undertaken in this Agreement; or (iv) any obligation the Company may otherwise have to indemnify you for your acts within the course and scope of claims your employment with the Company pursuant to the articles and bylaws of discrimination and retaliation on the basis of workers’ compensation statusCompany, but does not include claims for workers’ compensation benefits. any fully executed written agreement with the Company, or applicable law. (b) Excluded from this Agreement release are any claims that by law which cannot be waived by law in a private agreement between employer and employee employee, including (without limitation) but not limited to, the right to enforce this Agreement and recover for any breach of it, rights under California Labor Code Section 2802, and the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit planagency. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf.

Release of Claims. a. In consideration for, and as a condition exchange for the commitments of the benefits Company as set forth in this Agreement, which Executive acknowledges and other agrees provide consideration under this Agreement to which you are Executive would not otherwise be entitled, you hereby generally Executive agrees to release and completely release discharge unconditionally the Company and any of its past or present subsidiaries, affiliates, related entities, predecessors, merged entities and parent entities, benefit plans, and all of their respective past and present officers, directors, officersstockholders, employees, shareholders, partnersbenefit plan administrators and trustees, agents, attorneys, predecessorsinsurers, successors, parent and subsidiary entities, insurersrepresentatives, affiliates, and all of their respective successors and assigns (collectively collectively, the “Company Released PartyParties”) ), from any and all claims, liabilities and actions, causes of action, demands, obligations, both grievances, suits, losses, debts and expenses (including attorney’s fees and costs), damages and claims in law or in equity of any nature whatsoever, known and or unknown, that arise out of suspected or are in any way related to eventsunsuspected, actsExecutive ever had, conductnow has, or omissions occurring at may ever have against any time prior Company Released Party up to and including the date you sign day on which Executive signs this Agreement. This general release Without limiting the generality of the foregoing, the claims Executive is to waiving include, but are not limited to, (a) any claims, demands, and causes of action alleging violations of public policy, or of any federal, state, or local law, statute, regulation, executive order, or ordinance, or of any duties or other obligations of any kind or description arising in law or equity under federal, state, or local law, regulation, ordinance, or public policy having any bearing whatsoever on the maximum extent permitted terms or conditions of Executive’s employment with or by law and includes (without limitation) the following: (A) all claims arising out Company or the termination or resignation of or in any way related to your Executive’s employment with the Company or the termination of that employment; (B) all claims related to your compensation any association or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, transaction with or any other ownership interests in by the Company; (Cb) all claims for breach of contractdiscrimination or harassment on the basis of sex, wrongful terminationrace, national origin, religion, sexual orientation, disability, veteran status or any other legally protected category, and breach of retaliation; (c) all claims under Title VII of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Genetic Information Nondiscrimination Act, 42 U.S.C. § 1981, as amended, and all other federal, state and local fair employment and anti-discrimination laws, all as amended; (d) (“ADEA”), all claims under the federal Worker Adjustment and Retraining Notification Act (and similar state and local statutes, all as amended; (e) all claims under the National Labor Relations Act, as amended; (f) all claims under the Family and similar laws in Medical Leave Act and other jurisdictionsfederal, state and local leave laws, all as amended; (g) all claims under the Employee Retirement Income Security Act (except with respect to accrued vested benefits under any retirement or 401(k) plan in accordance with the terms of 1974 such plan and applicable law); (as amended)h) all claims under the Saxxxxxx-Xxxxx Xct of 2002, the Family False Claims Act, the Doxx-Xrxxx Xxxx Xtreet Reform and Medical Leave Consumer Protection Act, the Securities Exchange Act of 1993 (as amended)1934, the Commodity Exchange Act, the Consumer Financial Protection Act, the American Recovery and Reinvestment Act, the Foreign Corrupt Practices Act, and the California Fair Employment EU Competition Law; (i) all claims of whistleblowing and Housing Act retaliation under federal, state and local laws; (j) all claims under any principle of common law or sounding in tort or contract; (k) all claims concerning any right to reinstatement; and (l) all claims for attorneys’ fees, costs, damages or other relief (monetary, equitable or otherwise), whether under federal, state or local law, whether statutory, regulatory or common law, to the fullest extent permitted by law. Further, each of the persons and entities released herein is intended to and shall be a third-party beneficiary of this Agreement. This release of claims does not affect or waive any claim for workers’ compensation benefits, unemployment benefits or other legally non-waivable rights or claims; claims that arise after Executive signs this Agreement; Executive’s rights to indemnification or advancement of expenses under the bylaws of the Company or under any applicable directors and officers liability insurance policy with respect to Executive’s liability as amendedan employee, director or officer of the Company; Executive’s right to exercise any and all Company stock options held by Executive that are exercisable as of the Termination Date during the applicable period of exercise and in accordance with all other terms of those options and the stock option plans, agreements, and notices under which such options were granted; or Executive’s right to enforce the terms of this Agreement. Additionally, nothing in this Agreement waives or limits Executive’s right to file a charge with, provide information to or cooperate in any investigation of or proceeding brought by a government agency (though Executive acknowledges Executive is not entitled to recover money or other relief with respect to the claims waived in this Agreement). b. Executive represents and warrants that he has not filed any claim, charge or complaint against the Company or any of the released parties based upon any of the matters released in (a) above. c. Executive acknowledges that the commitments of the Company under this Agreement, including the payments provided in Section 3 of this Agreement, as well as other obligations and similar laws payments which the Company was not otherwise obligated to make, constitute adequate consideration for the release of claims set forth in other jurisdictionsthis Section 6(a). d. Executive intends that this release of claims cover all claims described in Section 6(a) above whether or not known to Executive. To Executive further recognizes the maximum risk that, subsequent to the execution of this Agreement, Executive may incur loss, damage or injury which Executive attributes to the claims encompassed by this release. Executive also expressly waives and relinquishes, to the fullest extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party and all rights he may have under California Business & Professions Civil Code Section 17200 1542, or under the comparable provisions of the laws of any other unfair competition law jurisdiction, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” e. Executive represents and warrants that there has been no assignment or other transfer of any jurisdiction. If, notwithstanding the above, you are awarded interest in any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims claim by Executive that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted is covered by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfrelease set forth in Section 6(a).

Release of Claims. In consideration for, (a) Please read the following release carefully. To help you understand it and your rights as a condition of the benefits terminated employee, please consult with your attorney. (b) You hereby release and other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release forever discharge the Company and its affiliates and each of its and their past and present officers, directors, officers, employees, shareholders, partners, agents, attorneysadvisors, predecessorsconsultants, successors, parent and subsidiary entities, insurers, affiliates, successors and assigns (collectively “Released Party”) from any and all claimsclaims and liabilities of any nature by you including, liabilities and obligationsbut not limited to, both known and unknownall actions, that arise out causes of or are in any way related to eventsactions, actssuits, conductdebts, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out sums of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliationmoney, attorneys’ fees, costs, accounts, covenants, controversies, agreements, promises, damages, claims, grievances, arbitrations, and demands whatsoever, known or other unknown, at law or in equity, by contract (express or implied), tort, pursuant to statute, or otherwise, that you now have, ever have had or will ever have based on, by reason of, or arising out of, any event, occurrence, action, inaction, transition or thing of any kind or nature occurring prior to or on the Execution Date. Without limiting the generality of the above, you specifically release and discharge any and all claims and causes of action arising, directly or indirectly, from your employment at the Company, arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (except as amendedto claims pertaining to vested benefits under employee benefit plan(s) of the Company), Title VII of the Family and Medical Leave Civil Rights Act of 1993 (as amended)1964, and the California Fair Age Discrimination in Employment and Housing Act (as amended) and similar laws in of 1967, the Equal Pay Act, the Rehabilitation Act, the Americans With Disabilities Act, or any other jurisdictions. To the maximum extent permitted by law, you also promise never directly statute, ordinance, rule, regulation, decision or indirectly order pertaining to bring employment or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief pertaining to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation age, alienage, race, color, creed, gender, national origin, religion, physical or mental disability, marital status, but does not include claims citizenship, sexual orientation or non-work activities. Payment of any amounts and the provision of any benefits provided for workers’ compensation benefits. Excluded from in this Agreement are do not signify any claims that admission of wrongdoing by law cannot be waived the Company, its subsidiaries or any of their affiliates. Notwithstanding the foregoing, nothing in a private agreement between employer and employee including this Agreement limits (without limitationi) the right your ability to file a charge or complaint with or participate in an investigation conducted by the Equal Employment Opportunity Commission, the Securities and Exchange Commission (“EEOC”) or any other federal, state or local fair employment practices governmental agency and the or commission (“Government Agencies”), (ii) your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, or (iii) your right to receive an award for vested retirement benefits pursuant information provided to any Company benefit planGovernment Agencies. (c) You acknowledge that you have been informed by your attorneys of the provisions of Section 1542 of the California Civil Code, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” In that regard, you hereby waive and relinquish all rights and benefits that you have or may have under Section 1542 of the California Civil Code or any similar provision of the statutory or non-statutory law of any other jurisdiction to the full extent that you may lawfully waive all such rights and benefits. You waiveIn connection with such waiver and relinquishment, howeveryou acknowledge that you are aware that you may, on your own behalf or by and through your attorneys, hereafter discover claims or facts in addition to or different from those that you now know or believe to exist with respect to one or more of the parties released hereunder, but that it is your intention to finally settle and release all matters that now exist, may exist or heretofore have existed between you and all parties released hereunder. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any right to any monetary recovery such additional or other relief should the EEOC different claims or facts by you, your attorneys or any other agency pursue a claim on your behalfperson.

Release of Claims. In consideration forI voluntarily release and forever discharge the Employer, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and as a condition of the benefits current and other consideration under this Agreement to which you are not otherwise entitledformer officers, you hereby generally and completely release the Company and its directors, officersstockholders, members, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent accountants and subsidiary entities, insurers, affiliates, agents of each of the foregoing in their official and assigns personal capacities (collectively referred to as the “Released PartyReleases”) generally from any and all claims, demands, debts, damages and liabilities of every name and obligationsnature, both known and unknownor unknown (“Claims”) that, that arise out as of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you when I sign this AgreementRelease, I have, ever had, now claim to have or ever claimed to have had against any or all of the Releases. This general release is to the maximum extent permitted by law and includes (includes, without limitation) , all Claims: · relating to my employment by the following: (A) all claims arising out Employer and/or any affiliate of or in any way related to your employment with the Company or Employer and the termination of that my employment; · of wrongful discharge; · of breach of contract; · of retaliation or discrimination under federal, state or local law (B) all claims related to your compensation including, without limitation, Claims of age discrimination or benefits from retaliation under the CompanyAge Discrimination in Employment Act, including Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964, Claims of any form of discrimination or retaliation that is prohibited by the California Fair Employment and Housing Act; · under any other federal or state statute; · of defamation or other torts; · of violation of public policy; · for wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefitsincentive compensation, stock, stock options, vacation pay or any other ownership interests compensation or benefits (except for such wages, bonuses, incentive compensation, stock, stock options, vacation pay or other compensation or benefits otherwise due to me under the Employment Agreement); and · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; I agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Release, under any ongoing Company benefit plans or for indemnification under any indemnification agreement, the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, ’s Bylaws or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictionsapplicable law. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and This release specified in this paragraph do does not apply to any rights or release claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in released as a private agreement between employer and employee including (without limitation) the matter of law, including, but not limited to, my right to file a charge with or participate in an investigation conducted a charge by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waiveCommission, however, any right to any monetary recovery or other relief should the EEOC or any other local, state, or federal administrative body or government agency pursue a claim on your behalfthat is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give me the right to recover any monetary damages against the Company; my release of claims herein bars me from recovering such monetary relief from the Company). I agree that I shall not seek or accept damages of any nature, other equitable or legal remedies for my own benefit, attorney’s fees, or costs from any of the Releases with respect to any Claim released by this Release. I represent that I have not assigned to any third party and I have not filed with any agency or court any Claim released by this Release.

Release of Claims. In consideration forexchange for the promises contained in this Agreement and to the extent permitted by law, Executive hereby waives, releases and forever discharges, and as a condition of the benefits and other consideration under this Agreement to which you are agrees that Executive will not otherwise entitledin any manner institute, you hereby generally and completely release the Company and its directorsprosecute or pursue, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all complaints, claims, liabilities and obligationscharges, both known and unknownliabilities, that arise out claims for relief, demands, suits, actions or causes of or are action, whether in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in equity, know or unknown (collectively, “Claims”), which Executive asserts or could assert, at common law, under any way related to your employment with the Company express or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of implied contract, wrongful terminationarising in tort or under any statute, and breach of the implied covenant of good faith and fair dealing; (D) all tort claimsrule, including (without limitation) claims for fraudregulation, defamationorder or law, emotional distress, and discharge in violation of public policy; and (E) all whether federal, state, and local statutory claimsor local, or on any grounds whatsoever, including (without limitation) , claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Employment, Confidential Information, and Invention Assignment Agreement, dated July 23, 2012 (the “Confidentiality Agreement”), Title VII of the Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (Act, as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictionsTexas Labor Code, the Employee Retirement Income Security Act Texas Commission of 1974 (as amended)Human Rights Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993 (as amended)1993, and the California Fair Employment Executive Retirement Income Security Act of 1974, against the Company and Housing Act any of its or their current or former, owners, officials, directors, officers, shareholders, affiliates, agents, representatives, employees, attorneys, subsidiaries, parents, divisions, branches, units, successors, predecessors, and assigns (collectively referred to as amended“Released Parties”) with respect to any event, matter, claim, damage or injury arising out of or relating to Executive’s employment relationship with the Company, the termination of such employment relationship, or the Confidentiality Agreement arising up to the date and similar laws time of signing of this Agreement by Executive. Notwithstanding the foregoing, the release does not terminate Executive’s rights (a) set forth in other jurisdictionsthis Agreement, (b) with respect to the Stock Option Grants or the Restricted Shares, (c) Executive’s rights to be indemnified by the Company or any of its subsidiaries under any agreement with the Company or any of its subsidiaries, the Company’s certificate of incorporation or bylaws, or under applicable law or (d) resulting from any breaches of this Agreement. To This Agreement also does not extend to those rights which as a matter of law cannot be waived, including, but not limited to, unwaivable rights. If any claim is not subject to release, to the maximum extent permitted by law, you also promise never directly Executive waives any right or indirectly ability to bring be a class or collective action representative or to otherwise participate in an any putative or certified class, collective or multi-party action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under proceeding based on such a claim, you hereby assign claim in which the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue releasee identified in this Agreement is a claim on your behalfparty.

Release of Claims. In exchange for the consideration forset forth in this Agreement, which Executive acknowledges he would not otherwise be entitled to receive, Executive hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, its affiliates, subsidiaries, parent companies, predecessors, and as a condition successors, and all of the benefits their respective past and other consideration under this Agreement to which you are not otherwise entitledpresent officers, you hereby generally and completely release the Company and its directors, officersstockholders, partners, members, employees, shareholdersagents, partnersrepresentatives, agentsplan administrators, attorneys, predecessorsinsurers and fiduciaries (each in their individual and corporate capacities) (collectively, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively the “Released PartyParties”) from any and all claims, liabilities and charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, both liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Executive ever had or now has against any or all of the Released Parties up to the date on which he signs this Agreement, whether known and or unknown, that arise out of or are in including, but not limited to, any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related relating to your Executive’s employment with the Company with, provision of consulting or the other services to, separation or termination from, and/or ownership of that employment; (B) all claims related to your compensation or benefits from securities of the Company, including wagesincluding, salarybut not limited to, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach under Title VII of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Act, the federal Americans with With Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”)Act, the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended)Genetic Information Nondiscrimination Act, the Family and Medical Leave Act of 1993 (Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act, Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, and the Employee Retirement Income Security Act, all as amended; all claims arising out of the New York Human Rights Law, N.Y. Exec. Law § 290 et seq., the New York City Human Rights Law, N.Y.C. Admin. Code § 8-101 et seq., N.Y. Civ. Rights Law § 40-c et seq. (New York anti-discrimination law), N.Y. Lab. Law § 194 et seq. (New York equal pay law), N.Y. Lab. Law § 740 (New York whistleblower protection law), and the California Fair Employment and Housing Act N.Y. Lab. Law § 201-c (New York adoption leave law), all as amended) and similar laws in other jurisdictions. To ; all claims arising out of the maximum extent permitted by lawNew Jersey Law Against Discrimination, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf.N.J.

Release of Claims. In consideration for, and as (a) As a condition of the benefits and other consideration under Company’s willingness to enter into this Agreement to which you are not otherwise entitledand Release, you and in consideration for the Separation Benefits and the agreements of the Company contained in this Agreement and Release, you, with the intention of binding yourself, your heirs, beneficiaries, trustees, administrators, executors, assigns and legal representatives (collectively, the “Releasors”), hereby generally release, waive and completely release forever discharge the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliatesthe Releasees from, and assigns (collectively “Released Party”) from hereby acknowledge full accord and satisfaction of, any and all claims, demands, causes of action, and liabilities and obligationsof any kind whatsoever (upon any legal or equitable theory, both whether contractual, common law or statutory, under federal, state or local law or otherwise), whether known and or unknown, asserted or unasserted, by reason of any act, omission, transaction, agreement or occurrence that arise out of you ever had, now have or are in any way related to events, acts, conduct, or omissions occurring at any time prior hereafter may have against the Company and the Releasees up to and including the date you sign of the execution of this AgreementAgreement and Release. This general Without limiting the generality of the foregoing, the Releasors hereby release is to and forever discharge the maximum extent permitted by law Company and includes (without limitation) the following: (A) Releasees from: i. any and all claims relating to or arising out of or in any way related to from your employment with the Company or Company, the terms and conditions of that employment, and the termination of that employment; (B) ; ii. any and all claims related to your compensation of employment discrimination, harassment or benefits from retaliation under any federal, state or local statute or ordinance, public policy or the Companycommon law, including wagesincluding, salarywithout limitation, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) and all claims for breach of contract, wrongful termination, and breach under Title VII of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended)1964, the federal Civil Rights Act of 1991, the Americans with Disabilities Act, the Rehabilitation Act of 1990 (as amended)1973, the federal Age 4812-0136-6366v.4 Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Older Workers Benefit Protection Act (“OWBPA”), the Fair Labor Standards Act, the Equal Pay Act, the Xxxxxxxx-Xxxxx Act, the Family Medical Leave Act, the Health Insurance Portability and Accountability Act of 1966, the National Labor Relations Act, the Occupational Safety and Health Act; the Rehabilitation Act; the; the Equal Pay Act; the Fair Credit Reporting Act, the Florida Civil Rights Act, the Florida Labor Code and the Florida Constitution, as such laws have been or may be amended) ; iii. any and similar laws in other jurisdictionsall claims for employee benefits, including, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974 (1974, as amended); provided, the Family and Medical Leave Act of 1993 (as amended)however, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified that nothing in this paragraph do 5 is intended to release, diminish, or otherwise affect any vested monies or other vested benefits to which you may be entitled from, under, or pursuant to any savings or retirement plan of the Company; iv. any and all claims for slander, libel, defamation, negligent or intentional infliction of emotional distress, personal injury, prima facie tort, negligence, compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; and v. any and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, medical fees or expenses, costs and disbursements and the like. By entering into this Agreement and Release, you represent and agree that the failure of this Agreement and Release to specifically identify or enumerate above any statute or common law theory under which you release claims is not apply intended by you or the Company to limit, diminish or impair in any way your intended and actual release all claims, demands, causes of action, and liabilities of any kind whatsoever against the Company and the Releasees. (b) For purposes of this Agreement and Release, the term “the Company and the Releasees” includes Imperial Finance and Trading , Inc. and its parents, subsidiaries, predecessors, direct and indirect affiliates, related companies, successors and assigns, regardless of the jurisdiction in which such entities may be located, and all of its and their respective past, present and future owners, partners, employees, representatives and agents, whether acting as agents or in their individual capacities, and this Agreement and Release shall inure to the benefit of and shall be binding and enforceable by all such entities and individuals. (c) It is understood that this release does not serve to waive any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation statusthat, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law pursuant to law, cannot be waived in or subject to a private agreement between employer and employee release, including (without limitation: (a) claims for unemployment or workers’ compensation 4812-0136-6366v.4 benefits; (b) rights to vested benefits under any applicable welfare, retirement and/or pension plans; (c) rights to defense and indemnification, if any, from the Company for actions taken by you in the course and scope of her employment with the Company; (d) claims, actions, or rights arising under or to enforce the terms of this Agreement; and/or (e) the right to file a charge with an administrative agency or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waiveinvestigation; provided, however, any that you hereby waive your right to recover any monetary recovery money in connection with such charge or other relief should investigation; or (f) your right pursuant to the EEOC OWBPA to seek a judicial determination of the validity of the Agreement’s waiver of claims under the ADEA. Further, nothing herein prohibits you from making any report or any other agency pursue a claim on your behalfdisclosure that is protected under the whistleblower provisions the Xxxxxxxx-Xxxxx Act or similar federal law or regulation.

Release of Claims. In consideration for, and as a condition of exchange for the benefits and other consideration under this Agreement to which you are would not otherwise be entitled, including but not limited to the Severance Benefits, you hereby generally and completely release release, acquit and forever discharge the Company Company, and its parent, subsidiary, and affiliated entities (along with their predecessors and successors) and their directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliatesaffiliates and assigns, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is to the maximum extent permitted by law and includes (without limitation) the followingnot limited to: (Aa) all claims arising out of or in any way related to your employment with the Company Company, or the termination of that employment; (Bb) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation paypay and the redemption thereof, expense reimbursements, severance paypayments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (Cc) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealingdealing (including, but not limited to, any claims arising under or based on your Amended and Restated Executive Employment Agreement with the Company effective as of September 15, 2006); (Dd) all tort claims, including (without limitation) but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (Ee) all federal, state, and local statutory claims, including (without limitation) but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictionsAct, the Employee Retirement Income Security Act of 1974 California Labor Code (as amended), the Family and Medical Leave Act of 1993 (as amendedincluding but not limited to California Labor Code Section 1400 et seq.), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictionsAct. To Notwithstanding the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the aboveforegoing, you are awarded not hereby releasing the Company from any money obligation it has undertaken in this Agreement; or other relief under such a claimany obligation the Company may otherwise have to indemnify you for your acts within the course and scope of your employment with the Company, you hereby assign the money or other relief pursuant to the articles and bylaws of the Company. Your waiver and release specified in this paragraph do not apply to any rights , the Indemnity Agreement, or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit planapplicable law. You waiverepresent that you have no lawsuits, howeverclaims or actions pending in your name, or on behalf of any right to any monetary recovery other person or other relief should entity, against the EEOC Company or any other agency pursue a claim on your behalfperson or entity subject to the release granted in this paragraph.

Release of Claims. In consideration for, for and as a condition of receiving the payments and benefits and other consideration under this Agreement to which you are not otherwise entitleddescribed in Paragraphs 1 through 6, above, you hereby generally for yourself and completely release your heirs and assigns, voluntarily, knowingly, irrevocably and forever discharge the Company and its members, shareholders, parents, affiliates, subsidiaries, divisions, any and all of their respective current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliatescontractors and their heirs and assigns, and assigns any and all employee pension benefit or welfare benefit plans of the Company, including current and former trustees and administrators of such employee pension benefit and welfare benefit plans (collectively collectively, the “Released PartyReleasees”) from any and all actions, claims, liabilities and demands, causes of actions, obligations, both damages, liabilities, expenses and controversies of any nature whatsoever, whether known and unknownor not now known or suspected, that arise out which you had, have or may have against any of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the Releasees as of the date that you sign this Agreementletter agreement (the “Claims”). This general These Claims that you forever and irrevocably give up and release is to the maximum extent permitted by law and includes (without limitation) the following: (A) include, but are not limited to, all claims arising out of or in any way related to to: (a) your employment with the Company or Company, the Company’s decision to terminate your employment, and/or the termination of that your employment therefrom; (b) statements, acts or omissions by the Company or any Releasee; (c) any employment; (B) all claims -related to your compensation contract, promise or benefits from agreement between you and the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, Company or any other ownership interests in Releasee, including but not limited to the Company; Employment Agreement; (Cd) all claims for any public policy, contract, tort or common law obligation, including but not limited to breach of contract, wrongful termination, and breach express or implied contract or of the an implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraudnegligent or intentional infliction of emotional distress, wrongful discharge, defamation, emotional distressslander, and discharge in violation negligent or intentional misrepresentation, claims of public policy; and intentional or negligent interference with economic, employment, or contractual rights or promissory estoppel; (Ee) all any federal, state, and or local statutory claimslaw or regulation prohibiting discrimination or retaliation in employment on the basis of race, color, sex, sexual harassment, pregnancy, sexual orientation, disability or perceived disability, handicap, religion, national origin, age, veteran status or any other protected category, including (without limitation) but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Equal Pay Act of 1963, Title VII of the Civil Rights Acts of 1964, as amended, the Civil Rights Act of 1964 (as amended)1991, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 1967, as amended (as amended) (“ADEA”), the federal Older Worker Adjustment and Retraining Notification Benefit Protection Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amendedOWBPA), the Family and Medical Leave Act of 1993 (FMLA), the Americans with Disabilities Act of 1990 (ADA), the Worker Adjustment and Retraining Notification Act (WARN), the Fair Labor Standards Act of 1938, as amendedamended (FLSA), the National Labor Relations Act, as amended (NLRA), the Employee Retirement Income Security Act of 1974, as amended (ERISA), 42 U.S.C. Sections 1981-1988, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), the Connecticut Human Rights and Opportunities Act (HROA), the Connecticut Fair Employment Practices Act (CFEPA), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by lawfederal, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right laws prohibiting discrimination; and (f) any claim for vested retirement benefits pursuant to wages, bonuses, incentive compensation, equity, RSUs, paid time off, severance, employee benefits, expenses or allowances of any Company benefit plan. You waivekind, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfpayment or compensation, except with respect to claims related to payments or other benefits provided for under this letter agreement. THIS MEANS THAT BY ENTERING INTO THIS LETTER AGREEMENT, YOU WILL HAVE WAIVED ANY RIGHT YOU MAY HAVE TO BRING A LAWSUIT OR MAKE ANY CLAIM OF ANY KIND WHATSOEVER AGAINST ANY OF THE RELEASEES BASED ON ANY ACTIONS OR OMISSIONS OF ANY OF THE RELEASEES UP TO THE DATE OF SIGNING THIS LETTER AGREEMENT.

Release of Claims. In consideration for, among other terms, the payments and as a condition benefits described in Section 2 and the extension of the benefits and other consideration under this Agreement stock options as contemplated in Section 3, to which you are acknowledge you would otherwise not otherwise be entitled, you hereby generally voluntarily release and completely release forever discharge the Company Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, officersshareholders, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent accountants and subsidiary entities, insurers, affiliates, agents of each of the foregoing in their official and assigns personal capacities (collectively referred to as the “Released PartyReleasees”) generally from any and all claims, demands, debts, damages and liabilities of every name and obligationsnature, both known and unknownor unknown (“Claims”) that, that arise out as of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This general release is to the maximum extent permitted by law and includes (includes, without limitation) the following, all Claims: (A) all claims arising out of or in any way related · relating to your employment by and your termination from employment with the Company Company; · of wrongful discharge; · of breach of contract; · of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the termination Age Discrimination in Employment Act, Claims of that employmentdisability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964); (B) all claims related to your compensation · under any other federal or benefits from the Company, including state statute; · of defamation or other torts; · of violation of public policy; · for wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefitsincentive compensation, stock, stock options, vacation pay or any other ownership interests in compensation or benefits; and · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect (a) your vested rights under the Company; ’s Section 401(k) plan, (Cb) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after to indemnity under any statute, the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on Company’s Bylaws, or the basis of workers’ compensation statusCompany’s policies or insurance policies, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are or any claims other source, (c) any claim that by applicable law cannot be waived in by means of a private agreement between employer and employee including without judicial or government supervision or approval, or (without limitationd) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfrights under this Agreement.

Release of Claims. In consideration for, You hereby agree and as a condition acknowledge that by signing ------------------ this letter and accepting the offer of the benefits Settlement Pay provided for in Section 1 and other good and valuable consideration under provided for in this Agreement to which letter, you are not otherwise entitledwaiving your right to assert against the Company any form of legal claim of any kind whatsoever from the beginning of time through the Effective Date of this Agreement. Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as "Claims") against the Company seeking any form of relief, including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) against the Company, from the beginning of time through the Effective Date. Without limiting the foregoing general waiver and release, you hereby generally specifically waive and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of Claim arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment relationship with the Company Company, the offer thereof or the termination of that employment; (B) all claims related to your compensation or benefits from the Companythereof, including wagesincluding, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation: ** Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Effective Date) claims for fraudprohibiting discrimination or harassment based upon any protected status including, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassmentrace, retaliationnational origin, attorneys’ feesage, gender, marital status, disability, veteran status or other claims sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1967 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Virginia or other state statute. ** Claims under any other state or federal employment related statute, regulation or executive order (as amendedthey may have been amended through the Effective Date) (“ADEA”)relating to wages, hours or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the federal Worker Adjustment Family and Retraining Notification Medical Leave Act (as amended) and similar laws in other jurisdictionsof 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974 (as amended)1974, the Family and Medical Leave Consolidated Omnibus Budget Reconciliation Act of 1993 1985 (as amended), and the California Fair Employment and Housing Act (as amendedCOBRA) and any similar laws Virginia or other state statute. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under local, state or federal law. You also agree to take promptly all steps necessary to withdraw and voluntarily dismiss with prejudice and in other jurisdictionsits entirety any Claim previously filed against the Company in any court, agency or forum. To Without limiting the maximum extent permitted by lawforegoing, you also promise never directly or indirectly agree to bring or participate execute and file in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law court promptly the attached Notice of any jurisdictionDismissal in the matter of Xxxxxxx Xxxxxxx v. Global Exchange, Inc. ---------------------------------------- and Xxxxxxx X. Xxxxxxxxx, XX Xx. If00-0000-X, notwithstanding Xxxxxx Xxxxxx District Court for the above------------------------ Eastern District of Virginia. (See Exhibit A). You also agree to mail promptly a copy of this executed Notice of Dismissal to Xxxx X. Xxxxx, you are awarded any money or other relief under such a claimEsq., you hereby assign the money or other relief to counsel for the Company, at the following address: Xxxx X. Xxxxx, Esq. Your waiver and Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. 0 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 (000) 000-0000 Notwithstanding the foregoing, this Section shall not release specified the Company from any obligation expressly set forth in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf.

Release of Claims. In consideration forfor the payments and other benefits described in Section 10 of the Employment Agreement, Executive hereby fully and finally releases, waives, and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from discharges any and all claims, liabilities and obligations, both known and unknown, legal claims against the Company that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including he has through the date you sign on which he signs this Agreement. This general release is to the maximum extent permitted by law full and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Companyfinal release, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distresswaiver, and discharge in violation extends to legal and equitable claims of public policy; any kind or nature whatsoever including, without limitation, the following: (a) All claims that Executive has now, whether or not he now knows about the claims; (b) All claims for attorney’s fees and costs; (Ec) all All claims for alleged discrimination against his under any applicable federal, state, and local statutory claimslaw including, including (without limitation) , rights and claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising of age discrimination under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the ) and federal Worker Adjustment and Retraining Notification Older Workers Benefits Protection Act (as amended) “OWBPA”); and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and discrimination claims under the California Fair Employment and Housing Act (“CFEHA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), and the Americans With Disabilities Act (“ADA”); (d) All claims arising out of his employment and the termination of his employment and service as amendedan officer with the Company, including, but not limited to, any alleged breach of contract, wrongful termination, termination in violation of public policy, defamation, invasion of privacy, fraud, negligence, infliction of emotional distress, breach of implied contract and breach of the covenant of good faith and fair dealing; (e) All claims for any other alleged unlawful employment practices arising out of or relating to his employment or separation from employment and similar laws in service as an officer with the Company; and (f) All claims for any other jurisdictionsform of pay, for example bonus pay, incentive pay, holiday pay, and sick pay. To Provided, however, that the maximum extent permitted by foregoing does not constitute a release or waiver of Executive’s rights, if any, to (a) indemnification under any applicable directors & officers liability insurance policy, applicable state and federal law, you also promise never directly or indirectly to bring or participate and the Company’s certificate of incorporation and bylaws, (b) any rights under stock options, stock purchase agreements and equity plans of the Company and any vested interest he may have in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If401(k), notwithstanding the aboveretirement, you are awarded any money defined benefit, defined contribution or other relief under such a claim, you hereby assign the money or other relief to plan by virtue of his employment with the Company. Your waiver and release specified in this paragraph do not apply to , (c) any rights or claims that may arise after this Agreement is signed, (d) any rights to any unemployment compensation benefits to which he is entitled taking into consideration all payments he receives, (e) any rights under the Employment Agreement, including without limitation the payments and benefits specifically promised to Executive under the Employment Agreement, and any rights of Executive under any other written agreement with the Company entered into after the date you sign this of the Employment Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including or (without limitationf) the right to file a charge with or participate in an investigation conducted by institute legal action for the Equal purpose of enforcing the provisions of this Agreement and/or the surviving provisions of the Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit planAgreement. You waive, however, Executive also hereby waives any right to reinstatement to employment with the Company. For purposes of this Agreement, “Executive” includes anyone who has or obtains any monetary recovery legal rights or other relief should claims through Executive, and the EEOC term “Company” means Arno Therapeutics, Inc., and its past and present parents and subsidiaries, if any, and each of them; and past and present agents, officers, directors, employees, insurers, indemnitors, attorneys, successors or assigns of any other agency pursue a claim on your behalfor all of the foregoing entities.

Release of Claims. In consideration forKumar KNOWINGLY AND VOLUNTARILY RELEASES, and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitledACQUITS, you hereby generally and completely release the Company AND FOREVER DISCHARGES CombiMatrix and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent Affiliates with respect to and subsidiary entities, insurers, affiliates, from and assigns (collectively “Released Party”) from against any and all claims, liabilities wages, demands, assistance, support, rights, liens, agreements, contracts, covenants, actions, suits, rights to appeal, entitlements and notices, causes of action, obligations, both known and unknowndebts, that arise out of or are in any way related to eventscosts, actsexpenses, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliationinterests, attorneys’ fees, contributions, damages, judgments, orders and liabilities of whatever kind or other nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden (“Losses”), which he or she has at any time heretofore owned or held against CombiMatrix or its Affiliates, that are based upon facts occurring prior to the date of this Agreement, including but not limited to, the following: (a) any statutory claims arising under any state, or municipal statute or local ordinance relating to discrimination in employment, the federal Fair Labor Standards Act, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Section 1981 of the Civil Rights Act of 1866, as amended, the Equal Pay Act of 1963, the Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions1991, the Employee Retirement Income Security Act of 1974 (as amended)1974, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993 (1993, the Age Discrimination in Employment Act, as amended), the Older Workers Benefit Protection Act; (b) any and all tort or contract claims; (c) any and all claims for past or future employment benefits, including, but not limited to, wages, bonuses, vacation pay, severance benefits, medical or dental insurance coverage, short or long term disability benefits, and/or other benefits which may hereafter accrue or which have accrued as a result of Kumar’s employment and/or affiliation with, and/or termination and/or separation from, CombiMatrix; and, (d) any claims, matters or actions related to Kumar’s employment and/or affiliation with, and/or termination and/or separation from, CombiMatrix. It is the California Fair Employment intention of the parties and Housing Act (as amended) is fully understood and similar laws in other jurisdictions. To the maximum extent permitted agreed by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in them that this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release General Release of all Claims (with the exception of breaches of this Agreement and claims for vested benefits, if any, to which Kumar is legally entitled under ERISA), which Kumar holds or previously held against releasees, or any of them, whether or not they are specifically referred to herein. No reference herein to any specific claim, statute or obligation is intended to limit the scope of this General Release and, notwithstanding any such reference, this Agreement shall be effective as a full and final bar to all claims of discrimination every kind and retaliation on the basis of workers’ compensation statusnature, but does not include claims for workers’ compensation benefits. Excluded from whether known or unknown, suspected or unsuspected, or fixed or contingent, released in this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfAgreement.

Release of Claims. In consideration forYou agree, on behalf of your spouse, heirs and assigns, to irrevocably and unconditionally release, acquit and forever discharge the Company, any parent, subsidiary or affiliated entities, and as a condition of the benefits all current and other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release the former Company and its directorsemployees, officers, employeesdirectors, investors, shareholders, partners, agents, representatives and attorneys, predecessorsand all persons acting by, successorsthrough, parent and subsidiary entities, insurers, affiliates, and assigns under or in concert with any of them (collectively “Released PartyReleasees”) ), from any and all claims, liabilities liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities, and obligationsobligations of every kind and nature in law, both equity or otherwise, known and or unknown, that arise out of suspected or are in any way related to eventsunsuspected, actsdisclosed or undisclosed, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related relating to your employment with the Company or Company, the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock optionsthereof, or any other ownership interests in matter or event occurring up to the Company; (C) date of this Letter Agreement. Without limiting the generality of the foregoing, you specifically release the Company and Releasees from any and all claims and disputes arising out of any California, municipal or federal statute, ordinance or regulation, order or common law, including without limitation: claims for breach wrongful termination in violation of public policy; claims under the Employee Retirement Income Security Act of 1974, as amended; claims for violation of the California Labor Code or the federal Fair Labor Standards Act, including, without limitation, wage and hour claims, claims for overtime pay and claims for back pay and penalties; claims for discrimination, retaliation or harassment under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, and the California Fair Employment and Housing Act; claims under the Older Workers’ Benefit Protection Act, the state and federal Workers’ Adjustment and Retraining Notification Act; claims under the Family Medical Leave Act and California Family Rights Act; and any and all other claims whatsoever based on contract, wrongful terminationquasi-contract, and implied contract or tort, including without limitation, defamation, libel, slander, invasion of privacy, interference with business opportunity or with contract, or infliction of emotional distress; claims for breach of the implied covenant of good faith and fair dealing, conspiracy, negligence or negligent misrepresentation; (D) all tort claims, including (without limitation) claims or any claim for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, bonus or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictionsseverance pay. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply This Letter Agreement extends to any rights current Company officer, director, executive, employee, consultant, shareholder, investor, agent and attorney, whether or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation statusnot acting in his or her administrative, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC individual or any other agency pursue capacity; however, this Letter Agreement does not extend to claims which cannot, as a claim on your behalfmatter of law, be waived.

Release of Claims. In consideration forexchange for the promises contained in this Agreement and to the extent permitted by law, you, individually and on behalf of your respective Aristeguieta Transition and Separation Agreement 9 heirs, executors, administrators and assigns, hereby unconditionally release Xxxxx Xxxxxx, Xxxxx Xxxxxx’s employee benefit and compensation plans, programs or arrangements, welfare benefit and pension benefit plans and plan administrators, successors, and as a condition assigns, and any and all of the benefits its or their past, present and other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release the Company and its future directors, officers, agents, employees, shareholderstrustees, partnersfiduciaries, agents, attorneys, predecessors, successors, parent and subsidiary entitiesrepresentatives, insurers, affiliates, and assigns (whether acting as agents for State Street or in their individual capacity) (individually and collectively referred to as “Released PartyReleasees”) from and with respect to any and all claims, liabilities demands, charges, liabilities, damages, actions, causes of action and obligationssuits of every type whatsoever, both in law or at equity related to or arising out of your employment or its termination, including but not limited to: (a) all claims under any local, state or federal discrimination, fair employment practices and other employment-related statute, regulation or executive order (as they may have been amended) prohibiting discrimination, harassment or retaliation based upon any protected status including, without limitation, race, ethnicity, national origin, age, gender, pregnancy, marital status, disability, veteran status and sexual orientation. Without limitation, specifically included in this paragraph are any claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Rehabilitation Act of 1973, Section 806 of the Corporate Fraud Accountability Act of 2002, the Equal Pay Act, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, Executive Orders 11246 and 11141, and, to the fullest extent enforceable under applicable law, all similar federal, state or local statutes, regulations and orders; (b) all claims under any other local, state or federal employment-related statute, regulation or executive order (as they may have been amended) relating to any terms and conditions of employment or separation from employment to the fullest extent enforceable under applicable law. Without limitation, specifically included in this paragraph are any claims arising under the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Worker Adjustment Retraining Notification Act (“WARN”), including any claims regarding advance notice of termination pursuant to WARN, the Fair Credit Reporting Act, and all similar federal, state or local statutes, regulations and orders; (c) all claims for short-term disability benefits, and claims to any non-vested ownership interest in State Street provided through participation in a State Street plan or program other than the awards subject to the Award Agreements; (d) all claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence; (e) any other damages, whether known and or unknown, that arise out suspected or unsuspected, and whether or not concealed or hidden, which you now have, may have or may have had against any of or are in any way related the Releasees, up to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (, including without limitation) the following: (A) all limitation claims arising out of or in any way related to your employment with the Company or the termination of that employment; separation from State Street (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealingretaliation); (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf.and

Release of Claims. In consideration fora. You – on behalf of yourself and your heirs, and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitledexecutors, you hereby generally and completely release the Company and its directorsadministrators, officers, employees, shareholders, partners, agents, attorneys, predecessorslegal representatives, successors, parent and subsidiary entities, insurers, affiliatesbeneficiaries, and assigns (collectively “– unconditionally release and forever discharge the Released Party”) from Parties from, and waive, any and all claimsClaims that you have or may have against any of the Released Parties arising from your employment with the Company, liabilities the termination thereof, and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, other acts or omissions occurring at any time prior to and including on or before the date you sign this Agreement. This general Release; provided, however, that this Agreement shall not operate to release is any Claims that you may have to payments or benefits under Section 6 of the maximum extent permitted by law Employment Agreement or any rights you may have to indemnification under any indemnification agreement between you and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or any of its affiliates, or the termination bylaws or any directors and officers liability insurance policy of that employmentthe Company or any of its affiliates (collectively, the “Unreleased Claims”). b. The release set forth in Paragraph 3(a) includes, but is not limited to, any and all Claims under (i) the common law (tort, contract or other) of any jurisdiction; (Bii) all claims related to your compensation or benefits from the CompanyRehabilitation Act of 1973, including wagesthe Age Discrimination in Employment Act, salarythe Americans with Disabilities Act, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach Title VII of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 1964, and any other federal, state and local statutes, ordinances, executive orders and regulations prohibiting discrimination or retaliation upon the basis of age, race, sex, national original, religion, disability, or other unlawful factor; (as amended), iii) the federal Americans with Disabilities Act of 1990 National Labor Relations Act; (as amended), iv) the federal Age Discrimination in Employment Act of 1967 Employee Retirement Income Security Act; (as amendedv) the Family and Medical Leave Act; (“ADEA”), vi) the federal Fair Labor Standards Act; (vii) the Equal Pay Act; (viii) the Worker Adjustment and Retraining Notification Act Act; and (as amendedix) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. Iffederal, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and law. c. In furtherance of this Release, you promise not to bring any Claims (other than Unreleased Claims) against any of the right for vested retirement benefits pursuant to Released Parties in or before any Company benefit plancourt or arbitral authority. You waive, however, also agree effective as of the date of this release to resign any right to and all directorhips with the Company and any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfof its subsidiaries and affiliates.

Release of Claims. In consideration fora. Except as separately provided in Section 2(c) of this Second Release, Employee, on behalf of himself and as a condition on behalf of the benefits Releasing Parties (defined in Section 8a of the Agreement), in consideration of Employer’s promises, including but not limited to Employer’s promise to pay the Payments, unconditionally and other consideration under this Agreement to which you are not otherwise entitledirrevocably releases and forever discharges the Released Parties (defined in Section 8a of the Agreement), you hereby generally of and completely release the Company and its directorsfrom, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claimsclaims and demands whatsoever, liabilities and obligations, both known and or unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of in equity, in contract or in tort, and any way related statutory claim for relief of any nature, and agrees not to your employment with the Company xxx and not to assert against them any such claims or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, demands or any other ownership interests causes of action in the Company; (C) all claims for breach any court or before any agency or commission of contracta local, wrongful terminationstate and federal government, arising, alleged to have arisen, which may have been alleged to have arisen, or which may arise under any law whatever, and breach of the implied covenant of good faith and fair dealing; (D) all tort claimswhether such claims are pursued in a personal or individual capacity, or in a representational or relator capacity, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all but not limited to any federal, state, and local statutory claimsor municipal anti-discrimination laws, anti-retaliation laws, or any “whistleblower” laws, including (without limitation) claims for discrimination, harassmentas amended, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Equal Pay Act of 1964 (as amended)1963, the federal Federal or State False Claims Act, the Americans with Disabilities Act of 1990 (1990, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended), the federal Civil Rights Acts of 1866 and 1991, the Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”)1967, the federal Older Workers Benefit Protection Act of 1990, the Family and Medical Leave Act of 1993, the Florida Civil Rights Act, the Worker Adjustment and Retraining Notification Act (as amended) of 1989, the National Labor Relations Act of 1935, the Occupational Safety and similar laws in other jurisdictionsHealth Act of 1970, the Genetic Information Nondiscrimination Act of 2008, any state or federal whistleblower act, the Employee Retirement Income Security Act of 1974 1974, the Bank Secrecy Act, Xxxxxxxx-Xxxxx or the Patriot Act, that Employee ever had, now has, or which he or his heirs, executors, administrators, attorneys, or assigns, or any of them, hereafter can, shall or may have, for or by reason of any cause whatsoever, based on any set of facts known or unknown, arising or occurring prior to or on the Effective Date. Employee agrees that the legal rights and claims he is giving up include all common law rights and claims, such as a breach of express or implied contract, tort (as amendedwhether negligent or intentional), the Family and Medical Leave Act wrongful discharge, constructive discharge, infliction of 1993 (as amended)emotional distress, defamation, promissory estoppel, and any claim for fraud, omission or misrepresentation. Employee also agrees that he is giving up and forever releasing any right he may have to attorneys’ fees for any of the California rights and claims described in this Article. b. Employee represents and warrants that he: (i) has received all wages (including overtime) required to be paid to Employee under the Fair Employment Labor Standards Act and/or any similar state law (collectively referred to as “FLSA”) for work performed on or before the Effective Date; and Housing Act (as amendedii) does not claim that Released Parties have violated or denied any of his rights under FLSA. Employee releases and similar laws in other jurisdictions. To forever discharges, to the maximum extent permitted by law, you also promise never directly Employer and the other Released Parties from any claim under FLSA (“FLSA Claim”), including all attorneys’ fees, costs, and expenses incurred by Employee in connection with any such FLSA Claim. To the extent required by law to affect such release, Employee agrees furthermore to enter into any such waiver or indirectly settlement agreement with respect to bring any FLSA Claim as may be required by the Department of Labor or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law court of any competent jurisdiction. If, notwithstanding . c. The claims that the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver Employee is giving up and release specified releasing in this paragraph Article do not apply to any include his vested rights (as reflected on his most recent participant account statement and adjusted for investment earnings and losses and expenses since that date) under the Health Management Associates, Inc. Retirement Savings Plan, or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination his COBRA, unemployment insurance and retaliation on the basis of workers’ compensation statusrights, but does not include claims for workers’ compensation benefitsif any. Excluded from Nothing in this Agreement are Second Release shall be construed to constitute a waiver of: (i) any claims that by law Employee may have against the Released Parties that arise from events that occur after the Effective Date; (ii) his right to file an administrative charge with any governmental agency alleging employment discrimination or challenging the validity of this release of all claims; (iii) his right to participate in any administrative or court investigation, hearing or proceeding; or (iv) any other right that he cannot be waived waive as a matter of law. Employee does, however, hereby waive and release any right to receive any individual remedy or to recover any individual monetary or non-monetary damages as a result of any administrative charge, complaint or lawsuit filed by Employee or anyone on Employee’s behalf. In addition, the release of all claims set forth in this Second Release does not affect Employee’s rights as expressly created by this Second Release, and does not limit Employee’s ability to enforce this Second Release. Nothing in this Agreement constitutes a private agreement between employer and employee including (without limitation) the waiver by Employee of his right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any comparable state agency) concerning matters arising during Employee’s employment with Employer; however, Employee hereby waives the right to any recovery, whether equitable or monetary, as the result of any such charge or any proceeding. Nothing in this Agreement shall restrict in any way Employee’s right to bring a claim challenging the validity of the foregoing release with regard to a claim under the Age Discrimination in Employment Act. d. Nothing in this Second Release constitutes or should be construed to constitute any admission or evidence of any liability or violation of any federal, state or local fair employment practices agency law or the common law on the part of Released Parties. Employee acknowledges and the right for vested retirement benefits pursuant to agrees that Released Parties deny any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf.such liability and that Employer is

Release of Claims. In consideration forExcept as otherwise set forth in this Agreement, and as a condition of in exchange for the benefits and other consideration under this Agreement to which you are would not otherwise be entitled, you hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliatesaffiliates and assigns, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is to the maximum extent permitted by law and includes (without limitation) the followingnot limited to: (Aa) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (Bb) all claims related to your compensation or benefits from the Companybenefits, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (Cc) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealingdealing (including but not limited to claims arising under or based on the Employment Agreement); (Dd) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (Ee) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended)Georgia Age Discrimination Act, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions). To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding Notwithstanding the above, you are awarded do not release the Company from any money or other relief under such a claimobligation to indemnify you pursuant to contract, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights ’s articles or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation statusby-laws, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit planapplicable law. You waiverepresent that you have no lawsuits, howeverclaims or actions pending in your name, or on behalf of any right to any monetary recovery other person or other relief should entity, against the EEOC Company or any other agency pursue a claim on your behalfperson or entity subject to the release granted in this paragraph.

Release of Claims. In consideration for, and as a condition of exchange for the benefits payments and other consideration under this Agreement to which you are would not otherwise be entitled, you hereby generally release, acquit and completely release forever discharge the Company Company, and its officers, directors, officersagents, servants, employees, shareholders, partners, agents, attorneys, predecessorsshareholders, successors, parent assigns and subsidiary entitiesaffiliates (together, insurersthe “Releasees”), affiliates, of and assigns (collectively “Released Party”) from any and all claims, liabilities liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligationsobligations of every kind and nature, both in law, equity, or otherwise, known and unknown, that arise suspected and unsuspected, disclosed and undisclosed, arising out of or are in any way related to agreements, events, acts, conduct, acts or omissions occurring conduct at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following, including but not limited to: (Aa) any and all such claims and demands directly or indirectly arising out of or in any way related to connected with your employment with the Company or the termination conclusion of that employment; (Bb) all claims or demands related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefitsincentive payments, stock, stock options, restricted stock units, or any other ownership or equity interests in the Company, including vacation pay, personal time off, fringe benefits, severance benefits, or any other form of compensation; (Cc) all claims pursuant to any federal, any state or any local law, statute, common law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended, attorney’s fees under Title VII of the federal Civil Rights Act of 1964, as amended, or any other statute, agreement or source of law, the federal Americans with Disabilities Act of 1990, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, as amended, the Colorado anti-discrimination statute, any other state labor code, and the Equal Pay Act, of 1963, as amended; (d) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; and (De) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal. You represent that you have no lawsuits, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act actions pending in your name or on behalf of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. Ifperson or entity, notwithstanding against the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue person or entity subject to the release granted in this paragraph. You further agree that in the event you bring a claim on your behalfor charge covered by this release, or do not dismiss and withdraw any claim covered by this release, in which you seek damages against the Company, this Agreement shall serve as a complete defense to such claims or charges.

Release of Claims. In consideration forExcept for the obligations undertaken in this Agreement, Employee and him successors, assignees and representatives hereby fully and forever release and discharge Employer and its parents, subsidiaries, and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitledaffiliated companies, you hereby generally and completely release the Company and its directorsowners, officers, directors, current and former employees, shareholders, partners, agentsrepresentatives, attorneys, predecessorsinvestigators, successorsservants, parent and subsidiary entities-2 of 11- ____________ Employee’s Initials agents, insurers, affiliates, heirs and assigns (hereinafter collectively referred to as the “Released PartyReleasees”) from any and all claims, liabilities and actions, suits, losses, rights, damages, costs, fees, expenses, accounts, demands, obligations, both liabilities, and causes of action of every character, nature, kind or description whatsoever, known and or unknown, that arise foreseen or unforeseen, and suspected or unsuspected, arising out of or are in any way related to events, acts, conductof, or omissions occurring at relating to, any act or omission, whatsoever from the beginning of time prior to and including the date you sign of the execution of this Agreement. This general release is , arising out of, connected with or incidental to the maximum extent permitted by law and includes (without limitation) dealings between the following: (A) all claims Parties, including but not limited to those arising out of or in any way related to your Employee’s employment with the Company or the termination of that employment; (B) Employer. Employee hereby releases fully and forever all claims related to your compensation against the Releasees, including, without limitation, claims arising under any state or benefits from the Companyfederal law or regulation, including wagesthe California Fair Employment and Housing Act, salaryTitle VII of the Civil Rights Act, variable compensationthe Americans With Disabilities Act, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful terminationCalifornia Family Rights Act, and breach of the implied covenant of good faith any and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all other federal, state, and state or local statutory claims, including (without limitation) claims for laws or regulations relating to discrimination, harassment, retaliation, attorneys’ feesand compensation. This also includes a release by Employee of any claims for wages, benefits, penalties, breach of contract, wrongful discharge, violation of public policy, intentional or negligent infliction of emotional distress, negligence, fraud, Business and Professions Code § 17200, violation of the California Labor Code, violation of the Fair Labor Standards Act, and any other claims relating to or arising under out of the federal Civil Rights Act relationship between the Parties and any alleged injuries Employee may have suffered arising out of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment that relationship up to and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after including the date you sign Employee executes this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include release any claims for workers’ compensation benefits. Excluded from this Agreement are compensation, unemployment compensation, or any claims other claim that by the law candoes not be waived in permit a private agreement between employer and employee including (party to release, including, without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to indemnification under California Labor Code Sections 2800 and 2802. Employee further understands that nothing in this release prevents him from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC, NLRB, or any monetary recovery other federal, state, or local agency charged with the enforcement of any employment laws, although Employee understands that by signing this Agreement, he waives the right to recover any damages or to receive other relief should in any claim or suit brought by or through the EEOC or any other state or local deferral agency pursue on his behalf. Notwithstanding the foregoing, this Agreement does not apply to any claims that cannot be released as a claim on your behalfmatter of law.

Release of Claims. In exchange for the consideration for, and as a condition of the benefits and other consideration provided to you under this Agreement to which you are would not otherwise be entitled, you hereby generally and completely release the Company Company, and its affiliated, related, parent and subsidiary entities, and its and their current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities liabilities, demands, causes of action, and obligations, both known and unknown, that arise out of arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is to the maximum extent permitted by law and includes (without limitation) the followingnot limited to: (Aa) all claims arising out of from or in any way related to your employment with the Company or the termination of that employment; (Bb) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership ownership, equity, or profits interests in the Company; (Cc) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (Dd) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (Ee) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 California Labor Code (as amended), the California Family and Medical Leave Rights Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions). To Notwithstanding the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the aboveforegoing, you are awarded not releasing the Company hereby from: (i) any money or other relief under such a claim, obligation to indemnify you hereby assign the money or other relief pursuant to the Articles and Bylaws of the Company. Your waiver , any valid fully executed indemnification agreement with the Company, or applicable law, or applicable insurance (including without limitation directors and release specified in this paragraph do not apply to officers liability insurance); (ii) any rights you have to file or claims that may arise after the date you sign this Agreement. This Agreement includes pursue a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims claim for workers’ compensation benefits. Excluded from this Agreement are or unemployment insurance; (iii) any claims that by law cannot be waived in by law; or (iv) any claims for breach or other enforcement of this Agreement. You acknowledge that you have been advised, as required by California Government Code Section 12964.5(b)(4), that you have a private agreement between employer and employee including (without limitation) the right to file consult an attorney regarding this Agreement and that you were given a charge with or participate reasonable time period of not less than five (5) business days in an investigation conducted which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Equal Employment Opportunity Commission (“EEOC”) Company through fraud, misrepresentation, or any state a threat to withdraw or local fair employment practices agency and alter the right for vested retirement benefits pursuant offer prior to any Company benefit plan. You waivethe expiration of the reasonable time period, however, any right or by providing different terms to any monetary recovery or other relief should employees who sign such an agreement prior to the EEOC or any other agency pursue a claim on your behalfexpiration of the time period.

Release of Claims. In consideration forof the covenants set forth ----------------- herein, and as a condition more particularly the forgiveness of debt by the benefits Company and other consideration under this Agreement to which you are not otherwise entitledgood and valuable consideration, you and your respective agents, heirs, legatees, successors and assigns (collectively hereinafter the "Xxxxxx Releasors"), hereby generally irrevocably and completely release unconditionally release, remise, and forever discharge the Company and its directorsaffiliates (including, officerswithout limitation, employeesGSS, shareholdersGSS Holdings Corp., partnersWatermill Ventures, agentsLtd. and Spectrum Management Company, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliatesInc.), and assigns all persons acting by, through, under or in concert with the Company, (collectively “Released Party”hereinafter the "the Company Releasees") of and from any and all actions, causes of actions, suits, debts, charges, complaints, claims, liabilities and liabilities, obligations, both known promises, agreements, controversies, damages, and unknownexpenses (including attorney fees and costs actually incurred), of any nature whatsoever, in law or equity (collectively "Claims"), which the Xxxxxx Releasors had, now have, or hereafter may have against the Company Releasees from the beginning of time to the date of this Agreement; provided, however, that arise out of or are in any way related this -------- ------- Section 9 shall not be deemed to events, acts, conduct, or omissions occurring at any time prior to and including release the date you sign Company from its obligations under this Agreement. This general release is Without limitation to the maximum extent permitted by law generality of the foregoing terms, the Xxxxxx Releasors hereby irrevocably and includes (without limitation) unconditionally release, remise, and forever discharge the following: (A) all claims Company Releasees on account of any claim against the Company Releasees arising out of from or in any way related to your prior employment relationship with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock optionsresignation therefrom, or any events that have occurred since that time including, without limitation, (i) Claims under any state or federal discrimination, fair employment practices or other ownership interests in the Companyemployment related statute, regulation or executive order prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation; (Cii) all claims for Claims under any other state or federal employment related statute, regulation or executive order relating to wages, hours or any other terms and conditions of employment; and (iii) Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, wrongful terminationpromissory estoppel, and unjust enrichment, breach of the implied a covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, statedefamation, and local statutory claimsinterference with contractual relations, including (without limitation) claims for discriminationintentional or negligent infliction of emotional distress, harassmentinvasion of privacy, retaliationmisrepresentation, attorneys’ feesdeceit, fraud or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfnegligence.

Release of Claims. In consideration for, (a) You hereby release and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitled, you hereby generally and completely release forever discharge the Company and each of its past and present officers, directors, officers, employees, shareholders, partners, agents, attorneysadvisors, predecessorsconsultants, successors, parent and subsidiary entities, insurers, affiliates, successors and assigns (collectively “Released Party”) from any and all claims and liabilities of any nature by you including, but not limited to, all actions, causes of actions, suits, debts, sums of money, attorneys' fees, costs, accounts, covenants, controversies, agreements, promises, damages, claims, liabilities grievances, arbitrations, and obligationsdemands whatsoever, both known and or unknown, that arise out of at law or are in any way related equity, by contract (express or implied), tort, pursuant to events, acts, conductstatute, or omissions otherwise, that you now have, ever have had or will ever have based on, by reason of, or arising out of, any event, occurrence, action, inaction, transition or thing of any kind or nature occurring at any time prior to or on the effective date of this Release. Without limiting the generality of the above, you specifically release and including the date you sign this Agreement. This general release is to the maximum extent permitted by law discharge any and includes (without limitation) the following: (A) all claims arising out and causes of action arising, directly or in any way related to indirectly , from your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from at the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (except as amendedto claims pe1taining to vested benefits under employee benefit plan(s) of the Company), Title Vll of the Family and Medical Leave Civil Rights Act of 1993 (as amended)1964, and the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the Rehabilitation Act, the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended) ), Calif. Gov't Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and similar laws in Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code §17200 or any other jurisdictions. To provisions of the maximum extent permitted by California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution , any provision of the California Labor Code that may lawfully be released, or any other law, you also promise never directly statute, ordinance, rule, regulation, decision or indirectly order pertaining to bring employment or participate in an action against any Released Party under California Business & Professions Code Section 17200 pertaining to discrimination on the basis of age, alienage, race, color, creed, gender, national origin, religion, physical or under any other unfair competition law mental disability, marital status, citizenship, sexual orientation or non-work activities. Payment of any jurisdictionamounts and the provision of any benefits provided for in this Release do not signify any admission of wrongdoing by the Company, its Subsidiaries or any of their affiliates. If, notwithstanding the above, you are awarded Notwithstanding any money or other relief under such a claim, you hereby assign the money or other relief provision of this Release to the Company. Your waiver and release specified in contrary, this paragraph do Release does not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes include a release of claims (i) arising out of discrimination and retaliation on a breach of this Release or any amounts due under it, (ii) with respect to any rights to indemnification under any indemnification agreement with the basis of workers’ compensation statusCompany and/or the Company's governing documents , but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law (iii) which cannot be waived in released as a private agreement between employer and employee matter of law, including (without limitation, claims for unemployment benefits, workers' compensation claims, or any rights Employee may have under California Labor Code section 2802, (iv) the with respect to Employee' s right to communicate, cooperate or file a charge complaint with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any U.S. federal, state or local fair employment practices governmental or law enforcement branch, agency and the right for vested retirement benefits pursuant or entity (collectively, a " Governmental Entity") with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Company benefit plan. You waiveGovernmental Entity, howeverin each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (v) with respect to Employee's right to receive an award from a Governmental Entity for information provided under any monetary recovery whistleblower program. (b) You acknowledge that you have been informed by your attorneys of the provisions of Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor." In that regard, you hereby waive and relinquish all rights and benefits that you have or may have under Section 1542 of the California Civil Code or any similar provision of the statutory or non-statutory law of any other relief should jurisdiction to the EEOC full extent that you may lawfully waive all such rights and benefits. In connection with such waiver and relinquishment , you acknowledge that you are aware that you may, on your own behalf or by and through your attorneys, hereafter discover claims or facts in addition to or different from those that you now know or believe to exist with respect to one or more of the patties released here under, but that it is your intention to finally settle and release all matters that now exist, may exist or heretofore have existed between you and all parties released hereunder. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional or different claims or facts by you, your attorneys or any other agency pursue a claim on your behalfperson.

Release of Claims. In exchange for the consideration for, and as a condition of the benefits and other consideration provided to you under this Agreement to which you are would not otherwise be entitled, you hereby generally and completely release the Company Company, and its affiliated, related, parent and subsidiary entities, and its and their current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities liabilities, demands, causes of action, and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is to the maximum extent permitted by law and includes (without limitation) the followingnot limited to: (Aa) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (Bb) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stocksecurities of the Company or Cayman Parent, stock options, equity awards or any other ownership ownership, equity, or profits interests in the CompanyCompany or Cayman Parent; (Cc) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (Dd) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (Ee) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictionsFamily Rights Act. To the maximum extent permitted by lawYou acknowledge that you have been advised, you also promise never directly or indirectly to bring or participate in an action against any Released Party under consistent with California Business & Professions Government Code Section 17200 12964.5(b)(4), that you have the right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five (5) business days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period provided by the Company, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or under any other unfair competition law a threat to withdraw or alter the offer prior to the expiration of any jurisdictionthe reasonable time period, or by providing different terms to employees who sign such an agreement prior to the expiration of the time period. If, notwithstanding Notwithstanding the aboveforegoing, you are awarded not releasing the Company hereby from any money or other relief under such a claim, obligation to indemnify you hereby assign the money or other relief pursuant to the CompanyArticles and Bylaws of the Company or organizational documents of the Cayman Parent, any valid fully executed indemnification agreement with the Company or Cayman Parent, applicable law, or applicable directors and officers liability insurance. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation statusAlso, but does not include claims for workers’ compensation benefits. Excluded excluded from this Agreement release are any claims for breach of this Agreement and claims that by law cannot be waived in by law, to the extent such claims are not waivable as a private agreement between employer and employee including (without limitation) the right to file a charge matter of law with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfthis release.

Release of Claims. A. In exchange for the consideration forprovided herein, you agree to, and as a condition of the benefits and other consideration under by signing this Agreement to which you are not otherwise entitleddo, you hereby generally forever waive and completely release the Company Quiksilver and each of its directorsaffiliated or related entities, divisions, subsidiaries, foundations, licensees, shareholders, officers, directors, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, successors and assigns (collectively collectively, “Released PartyParties”) ), from any all known and all unknown claims, liabilities and rights, actions, complaints, charges, liabilities, obligations, both known promises, agreements, causes of action, suits, demands, damages, costs, losses, debts, and unknownexpenses of any nature whatsoever which you ever had, that arise out of or are in any way related to events, acts, conductnow have, or omissions occurring at may claim to have against any time prior to and including of the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (Released Parties, including, without limitation) the following: (A) all claims , any claim arising out of (i) any aspect of your employment or in any way related to the termination of your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (Cii) all claims for breach any restrictions on the right of contractQuiksilver to terminate your employment or any employment agreement with you; (iii) any agreement, wrongful terminationunderstanding or inducement, oral or written, express or implied, between you and any of the Released Parties, including any employment agreement (including, without limitation, that certain agreement dated May 25, 2005, and breach amended December 21, 2006); (iv) any stock options or restricted stock (other than as provided in Paragraph 3 of this Agreement); and/or (v) any federal, state or governmental constitution, statute, regulation or ordinance, including, without limitation, Title VII of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended)Act, and the California Fair Employment and Housing Act Act; provided, however, that this release does not (as amendeda) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any affect rights or claims that may arise after the date you sign it is executed, (b) waive rights or claims arising out of this Agreement, or (c) waive any rights you may have to indemnity, under Labor Code § 2802 or otherwise. This Agreement includes a In addition, the Released Parties hereby agree to forever waive and release you from all known and unknown claims, rights, actions, complaints, charges, liabilities, obligations, promises, agreements, causes of claims action, suits, demands, damages, costs, losses, debts, and expenses of discrimination any nature whatsoever which they ever had, now have, or may claim to have against you. B. Further, each party waives and retaliation on relinquishes all rights and benefits they may have under Section 1542 of the basis of workers’ compensation status, but does not include claims for workers’ compensation benefitsCalifornia Civil Code. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf.Section 1542 reads as follows:

Release of Claims. In consideration forexchange for the promises contained in this Agreement and to the extent permitted by law, Executive hereby waives, releases and forever discharges, and as a condition of the benefits and other consideration under this Agreement agrees to which you are not otherwise entitledin any manner institute, you hereby generally and completely release the Company and its directorsprosecute or pursue, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all complaints, claims, liabilities and obligationscharges, both known and unknownliabilities, that arise out claims for relief, demands, suits, actions or causes of or are action, whether in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in equity, know or unknown (collectively, “Claims”), which Executive asserts or could assert, at common law, under any way related to your employment with the Company express or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of implied contract, wrongful terminationarising in tort or under any statute, and breach of the implied covenant of good faith and fair dealing; (D) all tort claimsrule, including (without limitation) claims for fraudregulation, defamationorder or law, emotional distresswhether under Dutch law, and discharge in violation of public policy; and (E) all UK law or United States federal, state, and or local statutory claimslaw, or on any grounds whatsoever, including (without limitation) , claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Employment, Confidential Information, and Invention Assignment Agreement, dated January 14, 2008 (the “Confidentiality Agreement”), Title VII of the Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (Act, as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended)Americans with Disabilities Act, the Family and Medical Leave Act of 1993 (as amended)1993, and the California Fair Employment Executive Retirement Income Security Act of 1974, against the Company and Housing Act any of its or their current or former, owners, officials, directors, officers, shareholders, affiliates, agents, representatives, employees, attorneys, subsidiaries, parents, divisions, branches, units, successors, predecessors, and assigns (collectively referred to as amended“Released Parties”) with respect to any event, matter, claim, damage or injury arising out of or relating to Executive’s employment relationship with the Company, the termination of such employment relationship, or the Confidentiality Agreement arising up to the date and similar laws time of signing of this Agreement by Executive. Notwithstanding the foregoing, the release does not terminate Executive’s rights (a) set forth in other jurisdictionsthis Agreement, (b) with respect to the Equity Awards or the Performance-Vesting RSUs, (c) Executive’s rights to be indemnified by the Company or any of its subsidiaries under any agreement with the Company or any of its subsidiaries, the Company’s certificate of incorporation or bylaws, or under applicable law, or (d) resulting from any breaches of this Agreement. To This Agreement also does not extend to those rights which as a matter of law cannot be waived, including, but not limited to, unwaivable rights. If any claim is not subject to release, to the maximum extent permitted by law, you also promise never directly Executive waives any right or indirectly ability to bring be a class or collective action representative or to otherwise participate in an any putative or certified class, collective or multi-party action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under proceeding based on such a claim, you hereby assign claim in which the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue releasee identified in this Agreement is a claim on your behalfparty.

Release of Claims. In consideration forYou hereby agree and acknowledge that by signing this letter and accepting the Separation Pay and Benefits to be provided to you, and as a condition of the benefits other good and other valuable consideration under provided for in this Agreement to which Agreement, you are not otherwise entitledwaiving and releasing your right to assert any form of legal claim against the Company1/ whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Effective Date. Your waiver and release herein are intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as "Claims") against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Effective Date. Without limiting the foregoing general waiver and release, you hereby generally specifically waive and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of Claim arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment relationship with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Companythereof, including wagesincluding, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation: ** Claims under any local, state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Effective Date) claims for fraudprohibiting discrimination or harassment based upon any protected status including, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassmentrace, retaliationnational origin, attorneys’ feesage, gender, marital status, disability, veteran status or other claims sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1967 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar or other local, state or federal statute. ** Claims under any local, state or federal employment related statute, regulation or executive order (as amendedthey may have been amended through the Effective Date) (“ADEA”)relating to wages, hours or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the federal Worker Adjustment Family and Retraining Notification Medical Leave Act (as amended) and similar laws in other jurisdictionsof 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and any similar local, state or federal statute. ** Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence. ** Claims under any local, state or federal securities law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any Massachusetts, Delaware or other state or local securities statutes and regulations; ** Any other Claim arising under local, state or federal law. Notwithstanding the foregoing, this section does not release the Company from any obligation expressly set forth in this Agreement. You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Separation Pay and Benefits being provided to you under the terms of this Agreement. Because you are more than forty (40) years of age, you have specific rights under the Older Workers Benefits Protection Act ("OWBPA"), which prohibits discrimination on the Family and Medical Leave Act basis of 1993 (as amended)age, and that the California Fair Employment releases set forth in this Section 5 are intended to release any right that you may have to file a claim against the Company alleging discrimination on the basis of age. It is the Company's desire and Housing Act (as amended) intent to make certain that you fully understand the provisions and similar laws in other jurisdictionseffects of this letter. To the maximum extent permitted by lawthat end, you also promise never directly or indirectly have been encouraged and given the opportunity to bring or participate consult with legal counsel for the purpose of reviewing the terms of this Agreement. Consistent with the provisions of OWBPA, the Company is providing you with twenty-one (21) days (until October 24, 2001) in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law which to consider and accept the terms of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief this Agreement by signing below and returning it to the Company's counsel, Samuel E. Feigin, Esq., Mintz Levin Cohn Ferris Glovsky and Popeo, P.X., Xxx Xxxxxxxal Centex, Xxsxxx, MX 00000, xx xxxx xxher axxxxxs as the Xxxxxxx xxx xxxxxxxxx xx xxxxxxx xxxxce to you. Your waiver and release specified in In addition, you may rescind your assent to this paragraph do not apply to any rights or claims that may arise Agreement if, within seven (7) days after the date you sign this Agreement, you deliver a written notice of rescission to Mr. Feigin at the address designated above. This Agreement includes a release of claims of discrimination To be effective, such rexxxxxxxx xust be in writing and retaliation on must be hand-delivered or post-marked within the basis of workers’ compensation statusseven (7) day period and sent by certified mail, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) return receipt requested to Mr. Feigin at the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfaddress designated above.

Release of Claims. In consideration for, and as a condition of the benefits and other consideration under conferred by this AGREEMENT, EXECUTIVE (ON BEHALF OF [HIMSELF/HERSELF], [HIS/HER] HEIRS, ASSIGNS, EXECUTORS AND OTHER REPRESENTATIVES) RELEASES FCB AND ITS PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, AND ITS PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, EXECUTIVES, OWNERS, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, BUSINESS UNITS, EXECUTIVE BENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES, FIDUCIARIES AND INSURERS), AND AGENTS (“RELEASEES”) FROM ALL CLAIMS AND WAIVES ALL RIGHTS, KNOWN OR UNKNOWN, [HE/SHE] MAY HAVE OR CLAIM TO HAVE IN EACH CASE RELATING TO [HIS/HER] RELATIONSHIP WITH FCB, OR [HHIS/HER] SEPARATION THEREFROM arising before the execution of this Agreement by Executive, including but not limited to claims: (i) for discrimination, harassment or retaliation arising under any federal, state or local laws, or the equivalent laws of an foreign country, prohibiting age (including but not limited to claims under the Age Discrimination in Employment Act of 1967 (“ADEA”), as 1To be revised based on facts and circumstances at time of execution. xxxxxxxxxxxxx.xxx amended, and the Older Worker Benefit Protection Act of 1990 (“OWBPA”)) (the release of ADEA and OWBPA claims shall collectively be referred to herein as the “ADEA Release”), sex, sexual orientation, gender identity, transgender status, national origin, race, color, religion, disability, genetic information, veteran status or other protected class discrimination, harassment or retaliation; (ii) for compensation and/or benefits including but not limited to claims under the Fair Labor Standards Act of 1938 (FLSA), as amended, the Employee Retirement Income Security Act of 1974, as amended (ERISA), the Family and Medical Leave Act, as amended (FMLA), and similar federal, state, and local laws, or the applicable laws of any foreign country; (iii) under federal, state or local law, or the applicable laws of any foreign country, of any nature whatsoever, including but not limited to constitutional, statutory, contractual and common law; and (iv) for attorneys’ fees. Executive specifically waives [hisher] right to bring or participate in any class or collective action against FCB. Provided, however, that this release does not apply to claims by Executive: (aa) for workers’ compensation benefits or unemployment benefits filed with the applicable state agencies; (bb) for vested pension or retirement benefits including under FCB’s 401(k) or money purchase pension plan; (cc) to continuation coverage under COBRA, or equivalent applicable law; (dd) to rights that cannot lawfully be released by a private settlement agreement; (ee) to enforce, or for a breach of, this Agreement; (ff) to payment of salary and paid time off to the extent earned prior to Executive’s date of termination; (gg) to reimbursement of any medical expenses that Executive or [his/her] eligible dependents may have incurred, for which you are not otherwise entitledExecutive has submitted or will submit a claim, you hereby generally and completely release which is reimbursable under the terms of any applicable medical plan sponsored by the Company in which Executive and/or [his/her] dependents are enrolled; (hh) to reimbursement of business expenses in accordance with applicable Company policy; (ii) to vested equity compensation awards (including any such awards that vest by virtue of Executive’s termination of employment) and its directorsdeferred compensation previously granted or deferred under an applicable Company plan which rights, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out following execution of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is , will continue to be governed by and subject to the terms and conditions of the applicable plan; (jj) to seek or receive unemployment compensation benefits or other government mandated benefits; (kk) to indemnification (and advancement of expenses) to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests provided in the Company’s and its affiliates’ by-laws and to directors and officers insurance coverage; or (Cjj) amounts of the Special Bonus due under the Special Bonus section of the Letter Agreement (collectively, the “Reserved Claims”). For the purpose of implementing a full and complete release and discharge, Executive expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims for breach which [he/she] does not know or suspect to exist in [his/her] favor at the time of contract, wrongful terminationexecution hereof, and breach of that this Agreement contemplated the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law extinguishment of any jurisdiction. If, notwithstanding the above, you are awarded any money such claim or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfclaims.

Release of Claims. In consideration forBy signing this Agreement, you agree that in exchange for the Separation Pay, you (for yourself, your heirs and your representatives) release and forever discharge HNI Corporation and any of its subsidiaries (including The HON Company LLC), divisions, affiliates and related entities, whether current or former, and as a condition of the benefits and other consideration under this Agreement to which you are not otherwise entitledall their respective officers, you hereby generally and completely release the Company and its directors, officersshareholders, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliatesagents and representatives, whether current or former, and the successors and assigns of each (collectively collectively, “Released Partythe Company”) ), from any and all manner of past, present, or future claims, liabilities actions, liability, damages, claims for attorney’s fees, costs and obligationsdisbursements, both known and unknown, that arise out of individual or are in any way related to events, acts, conductclass action claims, or omissions occurring at demands of any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Companykind whatsoever, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or but not limited to any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)Act, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”)Act, the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictionsAmericans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (as amended)1974, the Fair Labor Standards Act, the Family and Medical Leave Act of 1993 (as amended)Act, and any claims for discrimination or harassment, any other claims arising under federal, state or local law, or any claims in any manner relating to your employment with or separation from the California Fair Company, whether known or unknown, arising on or before the date you sign this Agreement. Nothing in this Agreement prohibits or prevents you from filing a charge with or participating, testifying or assisting in any investigation, hearing or other proceeding before the U.S. Equal Employment and Housing Act (as amended) and Opportunity Commission or the National Labor Relations Board or a similar laws in other jurisdictionsagency enforcing federal, state, or local anti-discrimination laws. To However, to the maximum extent permitted by law, you also promise never directly agree that if such an administrative claim is made with any enforcement agency other than the U.S. Securities & Exchange Commission, you will not be entitled to recover any individual monetary relief or indirectly other individual remedies. In addition, nothing in this Agreement, prohibits you from: (1) reporting possible violations of federal law or regulations, including any possible securities laws violations, to bring any governmental agency or participate in an action against any Released Party under California Business & Professions Code Section 17200 entity, including but not limited to the U.S. Securities and Exchange Commission; or under (2) making any other unfair competition law disclosures that are protected under the whistleblower provisions of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalffederal law.

Release of Claims. In Specifically in consideration for, and as a condition of the severance pay and benefits and other consideration under this Agreement described in Section 2, to which you are would not otherwise be entitled, by signing this Agreement you, for yourself and anyone who has or obtains legal rights or claims through you, agree to the following: a. Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California (see Section 3.f. below), you hereby generally do release and completely release forever discharge the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”Parties” (as defined in Section 3.e. below) of and from any and all manner of claims, liabilities demands, actions, causes of action, administrative claims, liability, damages, claims for punitive or liquidated damages, claims for attorney’s fees, costs and obligationsdisbursements, both individual or class action claims, or demands of any kind whatsoever, you have or might have against them or any of them, whether known and or unknown, that arise out of in law or are in any way related to eventsequity, actscontract or tort, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to connection with your employment with the Company Company, or the termination of that employment; (B) all claims related to your compensation , or benefits otherwise, and however originating or existing, from the Companybeginning of time through the date of your signing this Agreement. b. This release includes, including without limiting the generality of the foregoing, any claims you may have for wages, salary, variable compensation, incentive payments, bonuses, commissions, penalties, compensation, deferred compensation, vacation pay, expense reimbursementsequity rights (including all rights to stock options granted to you under the Company’s 2010 Equity Incentive Plan, severance payas amended, fringe the Company’s 2004 Stock Incentive Plan, as amended and the Company’s 2003 Stock Option Plan, as amended and all rights to any other stock options to acquire the Company’s common (whether granted pursuant to any stock or equity incentive plan or otherwise)), other paid time off, separation pay or benefits, stockdefamation, stock optionsinvasion of privacy, or any other ownership interests in the Company; (C) all claims for negligence, emotional distress, breach of contract, wrongful terminationestoppel, and breach improper discharge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment), violation of the implied covenant of good faith United States Constitution, the California Constitution, the California Fair Employment and fair dealing; (D) all tort claimsHousing Act, including (without limitation) claims for fraudCal. Gov’t Code § 12900 et seq., defamationCalifornia Family Rights Act, emotional distressCal. Gov’t Code § 12945.1, and discharge in violation of public policy; and (E) all federalet seq., state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal California Xxxxx Civil Rights Act Act, Cal. Civ. Code §§ 51-54.3, California Discrimination in Payment on Basis of 1964 (as amended)Sex, Cal. Lab. Code §§ 1197.5, 1199 and 1199.5, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act Act, 29 U.S.C. § 621 et seq., Title VII of 1967 (as amended) (“ADEA”)the Civil Rights Act, 42 U.S.C. § 2000e et seq., the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictionsAmericans with Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq., the Employee Retirement Income Security Act of 1974 (as amended)1976, 29 U.S.C. § 1001 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 210l, et seq., the Xxxxxxxx-Xxxxx Act of 1993 2002, any waivable claim arising under California codes, and any claim for retaliation, harassment or discrimination based on sex, pregnancy, race, color, religion, creed, age, national origin, ancestry, disability (as amendedphysical or mental), marital status, sexual orientation or affectional preference, genetic information, military status or discharge, or other protected class, or sexual or other harassment. You hereby waive any and the California Fair Employment all relief not provided for in this Agreement. You understand and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted agree that, by lawsigning this Agreement, you also promise never directly waive and release any past, present, or indirectly future claim to bring employment with the Company. c. If you file, or participate have filed on your behalf, a charge, complaint, or action, you agree that the payments and benefits described above in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law 2 is in complete satisfaction of any jurisdiction. Ifand all claims in connection with such charge, notwithstanding the abovecomplaint, or action and you are awarded waive, and agree not to take, any award of money or other relief under damages from such a claimcharge, complaint, or action. d. You are not, by signing this Agreement, releasing or waiving (1) any vested interest you hereby assign the money or other relief to may have in the Company. Your waiver ’s Amended and release specified Restated 2012 Change of Control Payment Plan, as amended, or in this paragraph do not apply to any 401(k) or profit sharing plan by virtue of your employment with the Company, (2) any rights or claims that may arise after the date Agreement is signed, (3) the post-employment payments and benefits specifically promised to you sign under Sections 1 and 2 of this Agreement. This Agreement includes a release , (4) the right to institute legal action for the purpose of claims enforcing the provisions of discrimination and retaliation on the basis of workers’ this Agreement, (5) any rights you have under workers compensation statuslaws, but does not include claims for workers’ (6) any rights you have under state unemployment compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including benefits laws, (without limitation7) the right to file a charge with or participate in an investigation conducted by a governmental agency such as the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You ), although, as noted above, you waive, howeverand agree not to take, any right to any monetary recovery award of money or other relief should the EEOC damages if you file such a charge or any other agency pursue have a claim charge filed on your behalf, (8) the right to testify, assist, or participate in an investigation, hearing, or proceeding conducted by a governmental agency, including the EEOC, or (9) any rights you have under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). e. The “Released Parties,” as used in this Agreement, shall mean Talon Therapeutics, Inc. and its parent, subsidiaries, divisions, insurers, if any, and its and their present and former officers, directors, shareholders, trustees, employees, agents, attorneys, representatives and consultants, and the successors and assigns of each, whether in their individual or official capacities, and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of the Company, in their official and individual capacities.

Release of Claims. In consideration for(a) You, and anyone claiming through you or on your behalf, waive the right to assert and further agree to release and discharge the Company and the other Released Parties (as a condition defined below) with respect to any and all Claims (as defined below), whether currently known or unknown, that you now have, have ever had, or may ever have against the Company and any of the other Released Parties arising from or related to any fact, agreement, act, omission, or thing occurring or existing at any time prior to or on the date on which you sign this Agreement. Without limiting the foregoing, the Claims released by you hereunder include, but are not limited to: (i) all Claims for or related in any way to your employment, compensation, other terms and conditions of employment, or termination from employment with the Company, including without limitation all claims for salary, wages, bonus, incentive, commission, stock, stock options (including all Claims under the OIP and the Awards, except for Claims related to vested stock options, RSUs and PSUs), severance pay, employee benefits or any other compensation or benefit; (ii) all Claims that were or could have been asserted by you or on your behalf: (A) in any federal, state, or local court, commission, or agency; (B) under any common law theory; or (C) under any contract, tort, federal, state, or local law, statute, regulation, ordinance, constitutional provision, administrative code, rule or executive order; and (iii) all Claims that were or could have been asserted by you or on your behalf arising under any of the following laws, as amended from time to time: Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Genetic Information Nondiscrimination Act; the Equal Pay Act of 1963; the Rehabilitation Act of 1973; the National Labor Relations Act; the Employee Retirement Income Security Act; the Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act; the Uniformed Services Employment & Reemployment Rights Act; the Massachusetts Fair Employment Practices Act; M.G.L. c. 151B, § 1 et seq.; the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I; the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C; the Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq.; the Massachusetts Payment of Wages Act, M.G.L. c. 149, §§ 148 et seq.; the Massachusetts Equal Pay Act, M.G.L. c. 149, §105A et seq., the Massachusetts Privacy Act, M.G.L. c. 214, § 1B; and the Massachusetts Maternity Leave Act , M.G.L. c. 149, § 105(d), and all other consideration federal, state and local laws, statutes, regulations or ordinances, including any “whistleblower” law, statute, regulation or ordinance, prohibiting discrimination or pertaining to employment. (b) Notwithstanding the foregoing terms, you do not waive or release (i) any claim for the Separation Pay; (ii) any right or claim that may not legally be waived; (iii) any vested benefits under the Company’s employee benefit plans and programs; (iv) your rights to indemnification and defense, if any, pursuant to the Company’s certificate of incorporation and by-laws; or (v) your rights, if any, under the Company’s D&O insurance policies. (c) The term “Released Parties” as used in this Agreement to which you are not otherwise entitled, you hereby generally and completely release means: (i) the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or not they are wholly owned); (ii) the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, employees, shareholders, partners, agents, attorneysrepresentatives, members, associates, employees and attorneys of each entity listed in subpart (i) above; and (iii) the predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns of each entity listed in subparts (collectively “Released Party”i) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (Eii) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf.

Release of Claims. In consideration for(a) You, and as a condition of anyone claiming through you or on your behalf, waive the benefits right to assert and other consideration under this Agreement further agree to which you are not otherwise entitled, you hereby generally release and completely release discharge the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns the other Released Parties (collectively “Released Party”as defined below) from with respect to any and all claimsClaims (as defined below), liabilities and obligations, both whether currently known and or unknown, that arise out you now have, have ever had, or may ever have against the Company and any of the other Released Parties arising from or are in any way related to eventsany fact, actsagreement, conductact, omission, or omissions thing occurring or existing at any time prior to and including or on the date on which you sign this Agreement. This general release is Without limiting the foregoing, the Claims released by you hereunder include, but are not limited to: (i) all Claims for or related in any way to your employment, compensation, other terms and conditions of employment, or termination from employment with the maximum extent permitted Company, including without limitation all claims for salary, wages, bonus, incentive, commission, stock (including all Claims under the OIP, the MIP and the Awards, except for Claims related to vested stock options, RSUs and PSUs), stock options, severance pay, employee benefits or any other compensation or benefit; (ii) all Claims that were or could have been asserted by law and includes (without limitation) the followingyou or on your behalf: (A) all claims arising out of or in any way related to your employment with the Company federal, state, or the termination of that employmentlocal court, commission, or agency; (B) all claims related to your compensation under any common law theory; or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of under any contract, wrongful terminationtort, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and or local statutory claimslaw, including statute, regulation, ordinance, constitutional provision, administrative code, rule or executive order; and (without limitationiii) claims for discrimination, harassment, retaliation, attorneys’ fees, all Claims that were or other claims could have been asserted by you or on your behalf arising under any of the federal following laws, as amended from time to time: the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; Title VII of the Civil Rights Act of 1964 (as amended), 1964; the federal Americans with Disabilities Act; the Genetic Information Nondiscrimination Act; the Equal Pay Act of 1990 (as amended), 1963; the federal Age Discrimination in Employment Rehabilitation Act of 1967 (as amended) (“ADEA”), 1973;the National Labor Relations Act; the federal Employee Retirement Income Security Act; the Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act (as amended) Act; the Uniformed Services Employment & Reemployment Rights Act; the Massachusetts Fair Employment Practices Act, M.G.L. c. 151B, § 1 et seq.; the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and similar laws in other jurisdictions11I; the Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214, § 1C; the Employee Retirement Income Security Act Massachusetts Labor and Industries Act, M.G.L. c. 149, § 1 et seq.; the Massachusetts Payment of 1974 (as amended)Wages Act, M.G.L. c. 149, §§ 148 et seq.; the Family Massachusetts Privacy Act, M.G.L. c. 214, § 1B; and Medical the Massachusetts Maternity Leave Act of 1993 (as amended, M.G.L. c. 149, § 105(d); and all other federal, state and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by local laws, statutes, regulations or ordinances, including any “whistleblower” law, you also promise never directly statute, regulation or indirectly ordinance, prohibiting discrimination or pertaining to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding employment. (b) In addition to the above, you are awarded any money or other relief under such a claimforegoing, you hereby assign agree that you are waiving all rights under section 1542 of the money Civil Code of the State of California. Section 1542 provides that: “A general release does not extend to claims which the creditor or other relief releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” Pursuant to section 1542, you acknowledge that you may hereafter discover facts different from or in addition to facts which you now know or believe to be true with regard to the Company. Your waiver released Claims, and release specified further agree that this Agreement shall remain effective in this paragraph all respects notwithstanding such discovery of new or different facts, including any such facts which may give rise to currently unknown Claims, including but not limited to any Claims or rights which you may have under section 1542 of the California Civil Code or similar law or doctrine of any other state. (c) Notwithstanding the foregoing terms, you do not apply to waive or release (i) any rights claim for the Severance Benefits; (ii) any right or claims claim that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot legally be waived in a private agreement between employer and employee including waived; (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”iii) or any state or local fair employment practices agency vested benefits under the Company’s employee benefit plans and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfprograms.

Release of Claims. In exchange for the consideration for, and as a condition of the benefits and other consideration provided to you under this Agreement to which you are would not otherwise be entitled, you hereby generally and completely release the Company Company, and its affiliated, related, parent and subsidiary entities, and its and their current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities liabilities, demands, causes of action, and obligations, both known and unknown, that arise out of arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is to the maximum extent permitted by law and includes (without limitation) the followingnot limited to: (Aa) all claims arising out of from or in any way related to your employment with the Company or the termination of decision to transition or terminate that employment; (Bb) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership ownership, equity, or profits interests in the Company; (Cc) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (Dd) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (Ee) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 1990, the California Labor Code (as amended), the federal California Family Rights Act, the Age Discrimination in Employment Act of 1967 (“ADEA”) (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) ). For the avoidance of doubt and similar laws in other jurisdictions. To to the maximum extent permitted by law, you also promise never directly waive your right to institute in the future any complaint, claim, charge, lawsuit, or indirectly administrative proceeding, or action at law or otherwise against the Company, based on conduct occurring as of your execution of the Release. In addition, you agree not to bring accept any relief or participate in an recovery from any such action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law proceeding filed on your behalf. Furthermore, to the fullest extent permitted by applicable law, you agree that you will not knowingly permit yourself to be a member of any jurisdictionclass seeking relief against the Company, or allow a suit to be brought on your behalf, whether individually or collectively, regarding any claim released by this Agreement and the Release. If, notwithstanding Notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign agree that this Agreement and the money or other relief to Release does not affect the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release responsibilities of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state other human rights agency to enforce any applicable law or local fair employment practices agency and permit interference with your ability to participate in an investigation or proceeding conducted by the right for vested retirement benefits EEOC, although you agree not to accept any relief from such proceeding. Notwithstanding the foregoing, you are not releasing the Company hereby from: (i) any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any Company benefit planvalid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance; (ii) any claims that cannot be waived by law; and (iii) any claims for breach of this Agreement. You waiveacknowledge and agree that the foregoing release of claims is provided in exchange for your materially modified terms and conditions of employment during the Advisory Period, howevereligibility for certain severance benefits and other consideration provided by the Company in this Agreement, any right to any monetary recovery and not in exchange for a raise or other relief should the EEOC or any other agency pursue as a claim on your behalfcondition of continued employment.

Release of Claims. In consideration for, and as a condition of exchange for the severance benefits and other consideration under this Agreement to which you are would not otherwise be entitled, you you, on behalf of yourself, your descendants, ancestors, dependents, heirs, executors, administrators, personal representatives, assigns, and successors, past and present, and each of them, hereby generally fully release, acquit and completely release forever discharge the Company and its officers, directors, officers, employees, shareholdersstockholders, partnersrepresentatives, agents, attorneys, predecessorsinsurers, successors, parent assigns and subsidiary entities, insurers, affiliates, past and assigns (collectively “Released Party”) present, and each of them, in their individual and business capacities, of and from any and all claims, liabilities liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligationsobligations of every kind and nature, both in law, equity or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, actsdisclosed and undisclosed, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands arising out of or in any way connected with your employment with the Company or the termination of that employment; (B) all claims or demands related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, tips, vacation pay, expense reimbursements, severance pay, fringe benefits, expense reimbursements, stock, stock optionsoptions or any other ownership interest in the Company (including claims for fraud, misrepresentation, breach of fiduciary duty, or breach of any duty imposed by state corporate or federal securities laws), severance pay, or any other ownership interests in the Companyform of compensation; (C) all and claims for breach damages, attorneys’ fees, costs or other relief pursuant to any federal, state or local law, statute, or cause of contractaction including, but not limited to, the federal Civil Rights Act of 1964, as amended, the federal Americans with Disabilities Act of 1990; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Civil Rights Act of 1991; the Employee Retirement Security Act of 1974; the Worker Adjustment and Retraining Notification Act; those provisions of the California Labor Code which may lawfully be released; the California Business & Professions Code; the California Fair Employment and Housing Act, as amended; tort law, contract law, common law, public policy and the law of wrongful terminationdischarge, discrimination, harassment, fraud, defamation, emotional distress, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or claim under any other unfair competition law of any jurisdiction. Iffederal, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right law, regulation or ordinance which may lawfully be released; any claim for vested retirement benefits pursuant to costs, fees or other expenses including attorneys’ fees incurred in any Company benefit planof these matters (collectively, “Released Claims”). You waiverepresent and warrant to the Company that there are no other individuals or entities to whom or to which you have assigned any of the Released Claims and you are the sole and lawful owner of all right, however, any right title and interest in and to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfReleased Claims.

Release of Claims. In consideration for, and as a condition of exchange for the severance benefits and other consideration under this Agreement the Company is offering to which you are not otherwise entitledprovide to me pursuant to that certain transition and release agreement between me and the Company dated June __, you 2009 (the “Agreement”), I hereby generally and completely release the Company Company, its successors, predecessors, parents, subsidiaries, and its affiliates, and each of such entities’ officers, directors, officersagents, servants, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliatesshareholders, and assigns (collectively collectively, the “Released PartyParties”) ), of and from any and all claims, liabilities liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligationsobligations of every kind and nature, both in law, equity, or otherwise, known and unknown, that arise out of or are in any way related to eventssuspected and unsuspected, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your events, acts or omissions occurring any time up to and including the date I sign this Transition Date Release (the “Final Release”). This release of claims includes, but is not limited to: (a) all claims directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment; (Bb) all claims or demands related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, fees, retirement contributions, profit-sharing rights, commissions, stock, stock options, vacation pay, fringe benefits, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Companyform of compensation or benefit; and (Cc) all claims for breach pursuant to any federal, state or local law, statute or cause of contractaction in any jurisdiction, including, but not limited to, the federal Civil Rights Act of 1964, the federal Americans with Disabilities Act of 1990, the California Fair Employment and Housing Act, the federal Age Discrimination in Employment Act of 1967 (“ADEA”), the California Labor Code, Delaware law, federal securities law, tort law, contract law, wrongful terminationdischarge, discrimination, harassment, fraud, defamation, emotional distress, and breach of the implied covenant of good faith and fair dealing. Notwithstanding the foregoing, I am not releasing: (i) any rights I have under the Agreement or the agreements incorporated therein by reference; (Dii) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims for indemnification I may have pursuant to any written indemnification agreement to which I am a party or intended third-party beneficiary, the articles or bylaws of the Company or under applicable law; or (iii) any rights which are not waivable as a matter of law. In addition, I understand that may arise after the date you sign nothing in this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation statusprevents me from filing, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are cooperating with, or participating in any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by proceeding before the Equal Employment Opportunity Commission (“EEOC”) Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I acknowledge and agree that I shall not recover any state monetary benefits in connection with any such claim, charge or local fair employment practices agency and the right for vested retirement benefits pursuant proceeding with regard to any claim released herein. I hereby represent and warrant that, other than the Excluded Claims, I are not aware of any claims I have or might have against any of the Company benefit plan. You waive, however, any right to any monetary recovery or other relief should Parties that are not included in the EEOC or any other agency pursue a claim on your behalfReleased Claims.

Release of Claims. In Xxxxx agrees that, in consideration for, and as a condition of the benefits described above, she will, and other consideration under this Agreement to which you are not otherwise entitledhereby does, you hereby generally forever and completely irrevocably release and discharge the Company and Company, its officers, directors, officers, employees, shareholders, partnersindependent contractors, agents, attorneysaffiliates, parents, subsidiaries, divisions, predecessors, successorsemployee benefit plans, parent purchasers, assigns, representatives, successors and subsidiary entities, insurers, affiliates, and assigns successors in interest (herein collectively referred to as “Released PartyReleasees”) from any and all claims, liabilities and actions, causes of action, damages of any kind, demands, debts, defenses, grievances, obligations, both contracts, promises, judgments, expenses, compensation and liabilities, known and or unknown, that arise out of whatsoever which she now has, has had, or are may have, whether the same be at law, in equity, or mixed, in any way related arising from or relating to eventsany act, acts, conductoccurrence, or omissions occurring at any time prior to and including transaction on or before the date you sign of this Agreement. This general release is to the maximum extent permitted by law , including without limitation her employment and includes (without limitation) the following: (A) all claims arising out separation of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company. This is a General Release. Xxxxx expressly acknowledges that this General Release includes, including wagesbut is not limited to, salaryXxxxx’x intent to release the Company from any claim relating to her employment at the Company, variable compensationincluding, incentive paymentsbut not limited to, bonusestort and contract claims, commissionswrongful discharge claims, vacation paypension claims, expense reimbursementsemployee benefit claims, claims for severance pay, fringe pay or benefits, stockworkers’ compensation claims, stock optionsarbitration claims, statutory claims, compensation or bonus claims, injunction claims, claims for damages, claims under any state, local or federal wage and hour law or wage payment or collection law, and claims of discrimination, retaliation or harassment based on age, race, color, sex, religion, handicap, disability, national origin, ancestry, citizenship, marital status, sexual orientation, genetic information or any other protected basis, or any other ownership interests in the Company; (C) all claims for breach claim of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and local statutory claims, including (without limitation) claims for employment discrimination, harassment, retaliation, attorneys’ fees, retaliation or other claims arising harassment under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in In Employment Act of 1967 (as amended) (29 U.S.C. §§ 626 et seq., “ADEA”), Title VII of the federal Worker Adjustment Civil Rights Acts of 1964 and Retraining Notification Act 1991 as amended (as amended) and similar laws in other jurisdictions42 U.S.C. §§ 2000e et seq.), the Employee Retirement Income Security Act (29 U.S.C. §§ 1001 et seq.), the Consolidated Omnibus Budget Reconciliation Act of 1974 1985 (as amended29 U.S.C. §§ 1161 et seq.), the Americans With Disabilities Act (42 U.S.C. §§ 12101 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. §§ 701 et seq.), the Family and Medical Leave Act (“FMLA”) (29 U.S.C. §§ 2601 et seq.), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq.), the Annotated Code of 1993 (as amended)Maryland, and any other law, statute, regulation or ordinance prohibiting employment discrimination or governing employment. The Parties agree that this General Release provision, and the California Fair Employment convent not to xxx provision below, survives and Housing Act (as amended) remains in full force and similar laws effect in other jurisdictions. To the maximum extent permitted by law, you also promise never directly event the Company or indirectly to bring or participate in any Releasee institutes an action or proceeding against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law Xxxxx for breach of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign provision of this Agreement. This Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf.

Release of Claims. In Specifically in consideration for, and as a condition of the severance pay and benefits and other consideration under this Agreement described in Section 2, to which you are would not otherwise be entitled, by signing this Agreement you, for yourself and anyone who has or obtains legal rights or claims through you, agree to the following: a. Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California (see Section 3.f. below), you hereby generally do release and completely release forever discharge the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”Parties” (as defined in Section 3.e. below) of and from any and all manner of claims, liabilities demands, actions, causes of action, administrative claims, liability, damages, claims for punitive or liquidated damages, claims for attorney’s fees, costs and obligationsdisbursements, both individual or class action claims, or demands of any kind whatsoever, you have or might have against them or any of them, whether known and or unknown, that arise out of in law or are in any way related to eventsequity, actscontract or tort, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to connection with your employment with the Company Company, or the termination of that employment; (B) all claims related to your compensation , or benefits otherwise, and however originating or existing, from the Companybeginning of time through the date of your signing this Agreement. b. This release includes, including without limiting the generality of the foregoing, any claims you may have for wages, salary, variable compensation, incentive payments, bonuses, commissions, penalties, compensation, deferred compensation, vacation pay, expense reimbursementsequity rights (including all rights to stock options granted to you under the Company’s 2010 Equity Incentive Plan, severance payas amended, fringe the Company’s 2004 Stock Incentive Plan, as amended and the Company’s 2003 Stock Option Plan, as amended and all rights to any other stock options to acquire the Company’s common (whether granted pursuant to any stock or equity incentive plan or otherwise), other paid time off, separation pay or benefits, stockdefamation, stock optionsinvasion of privacy, or any other ownership interests in the Company; (C) all claims for negligence, emotional distress, breach of contract, wrongful terminationestoppel, and breach improper discharge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment), violation of the implied covenant of good faith United States Constitution, the California Constitution, the California Fair Employment and fair dealing; (D) all tort claimsHousing Act, including (without limitation) claims for fraudCal. Gov’t Code § 12900 et seq., defamationCalifornia Family Rights Act, emotional distressCal. Gov’t Code § 12945.1, and discharge in violation of public policy; and (E) all federalet seq., state, and local statutory claims, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal California Xxxxx Civil Rights Act Act, Cal. Civ. Code §§ 51-54.3, California Discrimination in Payment on Basis of 1964 (as amended)Sex, Cal. Lab. Code §§ 1197.5, 1199 and 1199.5, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act Act, 29 U.S.C. § 621 et seq., Title VII of 1967 (as amended) (“ADEA”)the Civil Rights Act, 42 U.S.C. § 2000e et seq., the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictionsAmericans with Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq., the Employee Retirement Income Security Act of 1974 (as amended)1976, 29 U.S.C. § 1001 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 210l, et seq., the Xxxxxxxx-Xxxxx Act of 1993 2002, any waivable claim arising under California codes, and any claim for retaliation, harassment or discrimination based on sex, pregnancy, race, color, religion, creed, age, national origin, ancestry, disability (as amendedphysical or mental), marital status, sexual orientation or affectional preference, genetic information, military status or discharge, or other protected class, or sexual or other harassment. You hereby waive any and the California Fair Employment all relief not provided for in this Agreement. You understand and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted agree that, by lawsigning this Agreement, you also promise never directly waive and release any past, present, or indirectly future claim to bring employment with the Company. c. If you file, or participate have filed on your behalf, a charge, complaint, or action, you agree that the payments and benefits described above in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law 2 is in complete satisfaction of any jurisdiction. Ifand all claims in connection with such charge, notwithstanding the abovecomplaint, or action and you are awarded waive, and agree not to take, any award of money or other relief under damages from such a claimcharge, complaint, or action. d. You are not, by signing this Agreement, releasing or waiving (1) any vested interest you hereby assign the money or other relief to may have in the Company. Your waiver ’s Amended and release specified Restated 2012 Change of Control Payment Plan, as amended, or in this paragraph do not apply to any 401(k) or profit sharing plan by virtue of your employment with the Company, (2) any rights or claims that may arise after the date Agreement is signed, (3) the post-employment payments and benefits specifically promised to you sign under Sections 1 and 2 of this Agreement. This Agreement includes a release , (4) the right to institute legal action for the purpose of claims enforcing the provisions of discrimination and retaliation on the basis of workers’ this Agreement, (5) any rights you have under workers compensation statuslaws, but does not include claims for workers’ (6) any rights you have under state unemployment compensation benefits. Excluded from this Agreement are any claims that by law cannot be waived in a private agreement between employer and employee including benefits laws, (without limitation7) the right to file a charge with or participate in an investigation conducted by a governmental agency such as the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You ), although, as noted above, you waive, howeverand agree not to take, any right to any monetary recovery award of money or other relief should the EEOC damages if you file such a charge or any other agency pursue have a claim charge filed on your behalf, (8) the right to testify, assist, or participate in an investigation, hearing, or proceeding conducted by a governmental agency, including the EEOC, or (9) any rights you have under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). e. The “Released Parties,” as used in this Agreement, shall mean Talon Therapeutics, Inc. and its parent, subsidiaries, divisions, insurers, if any, and its and their present and former officers, directors, shareholders, trustees, employees, agents, attorneys, representatives and consultants, and the successors and assigns of each, whether in their individual or official capacities, and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of the Company, in their official and individual capacities.

Release of Claims. In consideration forExcept as specified in paragraphs 3, 4, 5, 6, and 8 above and as a condition contemplated by paragraph 3 above, any accrued vested benefits available to you under the express terms and conditions of any employee benefit plan maintained by the Company, and your right to continue medical coverage at your own expense pursuant to section 4980B of the benefits Internal Revenue Code of 1986, as amended, you, on behalf of yourself and other consideration under this Agreement your family, agents, representatives, heirs, executors, trustees, administrators, successors and assigns (the “Releasors”), hereby irrevocably and unconditionally release, settle, cancel, acquit, discharge and acknowledge to which you are be fully satisfied, and covenant not otherwise entitled, you hereby generally and completely release to xxx the Company and each of its subsidiaries, affiliates, successors and assigns, and each of their respective predecessors, stockholders, partners, members, directors, managers, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliatesagents or other representatives, and assigns employee benefit plans of the Company (collectively including current and former trustees and administrators of these plans) (collectively, the “Released PartyReleasees”) from any and all claims, liabilities and contractual or otherwise, demands, costs, rights, causes of action, charges, debts, liens, promises, obligations, both complaints, losses, damages and all liability of whatever kind and nature, whether known and or unknown, and hereby waive any and all rights that arise out he, she or it may have from the beginning of or are in any way related to events, acts, conduct, or omissions occurring at any time prior up to and including the date time of signing this Agreement and ten (10) days thereafter if you sign do not revoke this Agreement as provided for in paragraph 18(i) of this Agreement. This general release , or that otherwise may exist or may arise in respect of work performed before your employment, your employment or separation from employment with the Company, or is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any way connected with or related to your employment with the Company any applicable compensatory or the termination of that employment; (B) all benefit plan, program, policy or arrangement, including, but not limited to, any claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or arising under any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state, and or local statutory claimslaws, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (1964, as amended), the federal Americans with Disabilities Civil Rights Act of 1990 (1991, as amended), the federal Age Discrimination in Employment Act of 1967 (1967, as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Equal Pay Act, the Americans with Disabilities Act (of 1990, as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (1974, as amended), the Family Workers Adjustment and Medical Leave Act of 1993 (as amended)Retraining Notification Act, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by lawAct, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & and Professions Code, the California Constitution, the California Labor Code (including, without limitation, Section 17200 132a), the California Civil Code and the California Family Rights Act, or any tort, contract, or alleged violation of any other legal obligation and any and all other federal, state or local laws, regulations, ordinances or public policies and any common law or equity claims, or claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of its affiliates and yourself, now or hereafter recognized, including claims for wrongful discharge, slander and defamation, as well as all claims for counsel fees and costs. In addition, in consideration of the promises and covenants of the Company, you, on behalf of yourself and the other unfair competition law Releasors, further agree to waive any and all rights under the laws of any jurisdictionjurisdiction in the United States, or any other country, that limit a general release to any of the foregoing actions, causes of action, claims or charges that are known or suspected to exist in your favor as of the date you execute this Agreement. IfIN THIS CONNECTION, notwithstanding the aboveYOU UNDERSTAND AND AGREE AS PART OF THE INDUCEMENT FOR THE CONSIDERATION GIVEN FOR THIS RELEASE THAT YOU ARE SPECIFICALLY WAIVING AND RELINQUISHING ALL RIGHTS AND BENEFITS AFFORDED BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, you are awarded any money or other relief under such a claimWHICH READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, you hereby assign the money or other relief WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. YOU ACKNOWLEDGE THAT YOU UNDERSTAND THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS HEREUNDER AND THIS WAIVER OF STATUTORY PROTECTION AGAINST THE RELEASE OF SUCH UNKNOWN CLAIMS. Anything to the Company. Your waiver and release specified contrary notwithstanding in this paragraph do not apply to Agreement, nothing herein shall release any rights Releasee from any claims and/or damages based on (a) any right or claims claim that may arise arises after the date you sign execute this AgreementAgreement pertaining to a matter that arises after such date, (b) any right you may have to pension benefits, health care or similar benefits pursuant to applicable law, (c) any right you may have to enforce this Agreement or (d) any right you may have to be indemnified by the Company to the extent such indemnification is permitted by applicable law or the by-laws of the Company. This By signing this Agreement includes a release of and accepting the benefits provided, you agree that, except for any claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded expressly excluded from this Agreement are release, you will not hereafter pursue any individual claims that (whether brought by law canyou, an administrative agency, or any other person on your behalf or which includes you in any class) against the Company or any other Releasee by means of a lawsuit, complaint, charge or otherwise, in any state or federal court or before any state or federal agency, including, by way of example and not be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by , the Equal Employment Opportunity Commission (“EEOC”) Commission, the Department of Labor or any state Human Rights Agencies, for or local fair employment practices agency and on account of anything, whether known or unknown, foreseen or unforeseen, which has occurred up to the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalfeffective date of this Agreement.

Release of Claims. (a) In consideration forfor the payments and benefits set forth in Section 2 hereof, Executive (on his own behalf and on behalf of his heirs, executors, and as a condition of the benefits administrators) agrees to and other consideration under this Agreement to which you are not otherwise entitledhereby does unconditionally waive, you hereby generally release and completely release forever discharge the Company and any and all of its past, present or future parents, subsidiaries, affiliates, and related persons or entities, including, but not limited, to all of its or their officers, directors, officersmanagers, employees, shareholders, members, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, successors and assigns (collectively the “Released PartyParties”) ), from any and all actions, claims, liabilities demands and obligationsdamages, both whether actual or potential, known and or unknown, that arise out which he has, may have or claim to have, against the Released Parties as of the date he signs this Agreement, including, without limitation, any and all claims related or are in any way related manner incidental to events, acts, conduct, or omissions occurring at (i) Executive’s employment with the Company through and including the Termination Date and (ii) any time events that have transpired prior to and including the date you sign this of the Agreement. This general release is to the maximum extent permitted All such claims are forever barred by law and includes (without limitation) the following: (A) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (B) all claims related to your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and breach this Agreement regardless of the implied covenant of good faith and fair dealing; forum in which such claims might be brought, including, but not limited to, claims (Dx) all tort claims, including (without limitation) claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all under any federal, statestate or local law governing the employment relationship through the Termination Date (including, and local statutory claimsbut not limited to, including (without limitation) claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under Title VII of the federal Civil Rights Act Acts of 1964 (as amended)and 1991, the federal Americans with Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictionsFamily Medical Leave Act, the Employee Retirement Income Security Act of 1974 (as amended)1974, the Family Rehabilitation Act, the Worker Adjustment and Medical Leave Act of 1993 (as amended)Retraining Notification Act, the New York State Human Rights Law and Sexual Orientation Non-Discrimination Act, the New York City Human Rights Law and any state, local, and other federal employment laws, and any amendments to any of the California Fair Employment and Housing Act foregoing or (as amendedy) and similar laws in other jurisdictionsunder the common law for breach of contract, wrongful discharge, personal injuries and/or torts. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such The Executive understands that this is a claim, you hereby assign the money or other relief to the Company. Your general waiver and release specified in of all claims, known or unknown, that he may have against the Released Parties based on any act, omission, matter, cause or thing that occurred through the date of his execution of this paragraph do Agreement. (b) The above release does not apply to any rights or waive claims (i) that may arise after the date you sign the Executive signs this Agreement, (ii) which cannot be released by private agreement or (iii) under this Agreement. This In addition, this Agreement includes a release of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not include claims for workers’ compensation benefits. Excluded extend to, release or modify any rights to indemnification or advancement of expenses to which the Executive is entitled from the Company or its insurers under the Company’s certificate of incorporation, bylaws, or other corporate governing documents or applicable law. (c) Additionally, the parties agree that this Agreement are shall not preclude the Executive from filing any claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) Commission, the National Labor Relations Board, or any state other governmental agency or local fair employment practices from in any way participating in any investigation, hearing, or proceeding of any government agency and (though the right for vested retirement benefits pursuant to any Company benefit plan. You waive, however, Executive affirmatively waives any right to any monetary recovery or other receive individual relief should in connection with his participation in such claims). (d) Executive acknowledges and agrees that he is providing the EEOC or any other agency pursue a claim on your behalfwaiver and release set forth herein in exchange for consideration in addition to anything of value to which Executive may already have been entitled.