Common use of Resignation and Release Clause in Contracts

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) within 21 days after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive executes the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 19.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1918.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in upon termination of employment for any reason, Employee shall be deemed to have resigned as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the ExecutiveEmployee’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive Employee or the ExecutiveEmployee’s legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company Advance and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive Employee and the ExecutiveEmployee’s estate, heirs and representatives, releasing the CompanyAdvance, and its Related Entities and each of the Company’s and such Related Entities’ their respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the ExecutiveEmployee’s employment with the CompanyAdvance; termination of the ExecutiveEmployee’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the CompanyAdvance; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company Advance or the Company’s its Related Entities or their respective employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive Employee executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the ExecutiveEmployee, and, even if the Executive Employee does not execute the release, the Executive Employee shall be bound by the post-termination provisions of this Agreement, including without limitation Section 19.10. 5

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in upon termination of employment for any reason, Employee shall be deemed to have resigned as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the ExecutiveEmployee’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive Employee or the ExecutiveEmployee’s legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company Advance and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive Employee and the ExecutiveEmployee’s estate, heirs and representatives, releasing the CompanyAdvance, and its Related Entities and each of the Company’s and such Related Entities’ their respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the ExecutiveEmployee’s employment with the CompanyAdvance; termination of the ExecutiveEmployee’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the CompanyAdvance; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company Advance or the Company’s its Related Entities or their respective employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive Employee executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the ExecutiveEmployee, and, even if the Executive Employee does not execute the release, the Executive Employee shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1910. 6.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to EmployeeExecutive, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1918.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in order to be eligible to receive any payments or benefits hereunder as a result of unless the Company provides otherwise, upon termination of the Executive’s employmentemployment for Employment Agreement - Xxxxx XxXxxxxx - EXECUTION COPY - July 2019 any reason, in addition Executive shall be deemed to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must: (A) within 10 days after the termination date, resign have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related EntitiesEntities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive's employment, and (B) in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive's legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s 's estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s 's and such Related Entities’ ' respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s 's employment with the Company; termination of the Executive’s 's employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to EmployeeExecutive, including any claims for attorney’s 's fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s 's employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s 's continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s 's Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1918.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to EmployeeExecutive, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, Employment Agreement – Xxxxxxx X. Xxxxxxxx – EXECUTION COPY – September 2018 insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1918.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in order to be eligible to receive any payments or benefits hereunder as a result of unless the Company provides otherwise, upon termination of the Executive’s employmentemployment for any reason, in addition Executive shall be deemed to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must: (A) within 10 days after the termination date, resign have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related EntitiesEntities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive's employment, and (B) in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive's legal representative must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s 's estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s 's and such Related Entities’ ' respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s 's employment with the Company; termination of the Executive’s 's employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to EmployeeExecutive, including any claims for attorney’s 's fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s 's employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s 's continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his Executive's employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his Executive's employment under the Company’s 's Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his Executive's actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, and (iv) claims which the Company in good faith will considerby law cannot be waived by signing this Agreement. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1918.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Employment Agreement - Xxxxxxx X. Xxxxxxxxx EXECUTION COPY February 2018 Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1918.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) within 21 days after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive executes the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1918.

Resignation and Release. Notwithstanding anything in this Agreement A. Upon IFS's payment to the contrary, in order to be eligible to receive any payments or benefits hereunder as a result Star of the termination of first payment under the Executive’s employment, in addition to fulfilling all other conditions precedent to such receiptPromissory Note, the Executive or deposit and initial rent payment due under the Executive’s legal representative must: (A) within 10 days after Premises lease referred to in paragraph 12 hereof and the termination datefirst payment due under the Equipment lease referred to under paragraph 12 hereof, Xxxxxxxxx will resign from all of his positions as a an employee, officer and member of the Board of Directors of the Company, if applicableIFS, and any and all IFS subsidiaries and affiliates by executing the letter attached hereto as Exhibit A. Upon Xxxxxxxxx' resignation, Xxxxxxxxx shall have no right to represent himself as being an employee, officer, director, manager and employee agent or representative of the Company and its Related Entities, and (B) within 21 days after presentation of a release IFS or to represent to third parties that he is in form and substance reasonably satisfactory any manner authorized to the Company and its legal counsel, execute said release, act on behalf of IFS, and Xxxxxxxxx shall execute all documents reasonably necessary to effectuate the Executive terms of this provision by, for example and the Executive’s estatewithout limitation, executing such documents as are necessary to have his signature authority on any IFS bank account(s) removed and/or terminated. X. Xxxxxxxxx, his successors, assigns, heirs and representativesagents, releasing the Companyand Star, its Related Entities and each of the Company’s and such Related Entities’ respective subsidiaries, affiliates, officers, directors, agents and employees (collectively, the "Releasors"), hereby waive, release and discharge IFS, its employees, membersofficers, managersdirectors, agentsand agents and Xxxxx Xxxxxx, independent contractors, representatives, shareholders, successors Xxxxxxx Xxxxxx and assigns Xxxxxxx Xxxx (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce collectively the provisions thereof"Releasees'') from any and all claims related to claims, suits, actions, causes of action, judgments, demands, debts, accounts, sums of money, contracts, agreements, or damages whatsoever which against the Executive’s employment with Releasees the Company; termination Releasers have, ever had or hereafter can, shall or may have for, upon, or by reason of any matter from the beginning of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior world to the date of said release, including this Agreement with the exception of any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have claims arising under this Agreement, the Promissory Note or the Shareholder's Agreement. C. IFS, its officers, directors, successors, assigns, heirs and agents (iiicollectively, the "Releasors"), hereby waive, release and discharge Star, its employees, officers, directors, and agents (collectively the "Releasees") from any and all rights that claims, suits, actions, causes of action, judgments, demands, debts, accounts, sums of money, contracts, agreements, or damages whatsoever which against the Executive Releasees the Releasors have, ever had or hereafter can, shall or may have following for, upon, or by reason of any matter from the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member beginning of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments world to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive executes the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions date of this Agreement with the exception of any claims arising under this Agreement or the Shareholder's Agreement, including without limitation Section 19.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in upon termination of employment for any reason, Employee shall be deemed to have resigned as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the ExecutiveEmployee’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive Employee or the ExecutiveEmployee’s legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company Advance and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive Employee and the ExecutiveEmployee’s estate, heirs and representatives, releasing the CompanyAdvance, and its Related Entities and each of the Company’s and such Related Entities’ their respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the ExecutiveEmployee’s employment with the CompanyAdvance; termination of the ExecutiveEmployee’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the CompanyAdvance; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company Advance or the Company’s its Related Entities or their respective employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive Employee executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the ExecutiveEmployee, and, even if the Executive Employee does not execute the release, the Executive Employee shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1910.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to EmployeeExecutive, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his Executive’s employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his Executive’s employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his Executive’s actions or inactions as an officer, employee and/or member of the Board, and (iv) claims which by law cannot be waived by signing this Agreement. The Company confirms that it will maintain applicable directors and officers (D&O) insurance coverage for its directors and officers, including the Executive may, within five business days of receipt from during the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will considerExecutive’s employment period. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no Employment Agreement – Xxxx Xxxxxxxxx obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 19Paragraph 18.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Employment Agreement – Xxxxxx X. Xxxxx – EXECUTION COPY - August 2018 Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1918.

Resignation and Release. Notwithstanding anything in this Agreement to the contraryI, in order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment[ ], in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must: (A) within 10 days after the termination date, do hereby resign as a member of the Board of Directors of the Company, if applicabledirector and officer of, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) within 21 days after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related other offices, positions or other affiliations with, Fulcrum Retail Holdings LLC, a Texas limited liability company (“FRH”), and each of its direct and indirect subsidiaries, effective as of the Closing Date, as defined in that certain Purchase and Sale Agreement, dated as of August 24, 2011 (the “Purchase Agreement”), by and among Just Energy (U.S.) Corp., Just Energy Group Inc., FRH and Fulcrum Power Services L.P. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. Further, I do hereby irrevocably and unconditionally release, acquit and forever discharge, to the Executive’s employment with the Company; termination fullest extent permitted by law, each member of the Executive’s employment; all matters alleged Company Group and their respective subsidiaries and affiliated companies, and each of their respective past, present or which could have been alleged in future officers, managers, directors, stockholders, partners, members, affiliates, employees, counsel and agents (each, a charge or complaint “Company Party” and collectively, the “Company Parties”) of, from and against the Company; any and all injuriesactions, losses causes of action, claims, obligations, liabilities, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether in law or damages to Employeein equity, including any claims for attorney’s fees; any and all claims relating to the conduct that I or my successors or assigns ever had, now have or may have on or by reason of any employeematter, servantcause or thing whatsoever to and including the Closing Date, officerincluding, director without limitation, claims which I have or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted had against the Company Parties by reason of, arising out of, related to, or resulting from my serving as a director and/or officer of any member of the Company’s employeesCompany Group. I hereby agree not to, and agree to cause my respective assigns, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefromattorneys and legal representatives, and acknowledge the Executive’s continuing rights with respect each of their respective successors and assigns, not to, assert any claim released hereunder against the Company Parties. The release set forth in the above paragraph shall in no way acquit, remise, release or discharge any claims or rights of the undersigned against the Company Parties relating to any of the following: (i) all vested any rights of the undersigned to any accrued but unpaid salary, any accrued but unused vacation, and any accrued but unused paid time off in connection with the undersigned’s employment by any member of the Company Group; and (ii) any rights that the Executive undersigned may have under all welfare, retirement and other plans and programs to indemnification or exculpation pursuant to the Governing Documents of any member of the Company in which Group. I represent and warrant that: (a) I have carefully read the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive executes the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this AgreementResignation and Release; (b) I have had the opportunity to confer with counsel and enter into this Resignation and Release voluntarily and of my own free will; (c) I enter into this Resignation and Release relying solely upon my own judgment and the judgment of my legal counsel; (d) I have the full legal right, including without limitation Section 19power and capacity to execute this Resignation and Release; (e) the releases provided herein are not based on any representation of any party hereto as to the merit, legal liability or value of any claim or claims released herein; and (f) I have not assigned, sold, conveyed or otherwise transferred any claims that I have, had or will have against the Company Parties.

Resignation and Release. Notwithstanding anything Notwithue in this Agreement to the contrary, in order to be eligible to receive any payments or benefits hereunder as a result of below due to the termination of the Executive’s Employee's employment, in addition to fulfilling the fulfillment of all other conditions precedent to preceding such receipt, the Executive Employee or the Executive’s Employee's legal representative must: : (A) within 10 days after of the termination date, resign as a member of the Board of Directors of the Company. , if applicable, and as an officer, directorDirector, manager and employee of the Company and its Related Entitiesrelated entities, and and (B) within 21 days after of the presentation of a release in form and substance reasonably satisfactory to the Company and its legal counseladvice, execute said release, on behalf of the Executive Employee and the Executive’s Employee's estate, heirs and representatives, releasing the release of the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers's , directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns indicators (all of which persons and entities shall be third party beneficiaries of such release may be with full power to enforce the provisions thereof) from of any and all claims related to the Executive’s Employee's employment with the Company; termination of the Executive’s Employee's employment; all matters alleged claimed or which who could have been alleged be claimed in a charge complaint or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s 's fees; any and all claims relating to the conduct actions of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to that take place before the date of the said release, including any and all possible claims, known or unknown, which could have been asserted be claimed against the Company or the Company’s 's employees, agents, servants, officers officials or directors. Notwithstanding the foregoingstarters, the form of release shall shall, except out therefromthereon, and acknowledge the Executive’s continuing Employee's continued rights with in respect toof, the following: (i) all vested confirmed rights that the Executive Employee may have under all welfare, retirement and other plans and programs programmes of the Company in which the Executive was participating Employee may have at the time of his employment termination, service ending including all equity share plans and programs programmes of the Company with in respect to of which equity awards were made to the ExecutiveEmployee meets the , (ii) all continuing rights ongoing that the Executive may have under Employee in terms of this Agreement, and (iii) all rights that the Executive Employee may have following follow after the termination of his its employment under in terms of the Company’s 's Certificate of Incorporation and BylawsBy-law, any applicable Company insurance Insurance and any indemnity agreements to which the Executive Employee is a party which provide that provides for indemnificationindemnity, insurance or other, similar coverage for the Executive with respect Employee in relation to his actions or inactions as an officerinactions. , employee and/or member of the Boardand employee. Executive Employee may, within five business working days of receipt from after receiving the Company of from the form of release, provide comments comment to the Company regarding material provisions of the form of release, which the Company will consider in good faith will considerprofit. For clarificationclarity, unless and until the Executive executes Employee performs the release, the Company shall have no obligation to make any Termination Payment termination payment to the ExecutiveEmployee, and, and even if the Executive Employee does not execute carry out the release, the Executive Employee shall be bound by the post-termination provisions of this Agreement, including without limitation Section 19.the

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s Employee's employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive Employee or the Executive’s Employee's legal representative must: : (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and and (B) within 21 days after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, on behalf of the Executive Employee and the Executive’s Employee's estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s 's and such Related Entities’ ' respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s Employee's employment with the Company; termination of the Executive’s Employee's employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s 's fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s 's employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s Employee's continuing rights with respect to, the following: (i) all vested rights that the Executive Employee may have under all welfare, retirement and other plans and programs of the Company in which the Executive Employee was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the ExecutiveEmployee, (ii) all continuing rights that the Executive Employee may have under this Agreement, and (iii) all rights that the Executive Employee may have following the termination of his employment under the Company’s 's Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive Employee is a party which provide for indemnification, insurance or other, similar coverage for the Executive Employee with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive Employee may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive Employee executes the release, the Company shall have no obligation to make any Termination Payment to the ExecutiveEmployee, and, even if the Executive Employee does not execute the release, the Executive Employee shall be bound by the post-termination provisions of this Agreement, including without limitation Section 19.18.(l)

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s Employee's employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive Employee or the Executive’s Employee's legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) within 21 days after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, on behalf of the Executive Employee and the Executive’s Employee's estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s 's and such Related Entities’ ' respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s Employee's employment with the Company; termination of the Executive’s Employee's employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s 's fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s 's employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s Employee's continuing rights with respect to, the following: (i) all vested rights that the Executive Employee may have under all welfare, retirement and other plans and programs of the Company in which the Executive Employee was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the ExecutiveEmployee, (ii) all continuing rights that the Executive Employee may have under this Agreement, and (iii) all rights that the Executive Employee may have following the termination of his employment under the Company’s 's Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive Employee is a party which provide for indemnification, insurance or other, similar coverage for the Executive Employee with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive Employee may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive Employee executes the release, the Company shall have no obligation to make any Termination Payment to the ExecutiveEmployee, and, even if the Executive Employee does not execute the release, the Executive Employee shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1918.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in unless the Company provides otherwise, upon termination of employment for any reason, Executive shall be deemed to have resigned as a member of the Board of Employment Agreement – Xxxx Xxxxxxx (TM ID 546893) Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing as requested by the Company. In order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) must within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s and such Related Entities’ respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s employment with the Company; termination of the Executive’s employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to EmployeeExecutive, including any claims for attorney’s fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his Executive’s employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his Executive’s employment under the Company’s Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his Executive’s actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive executes the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 19.

Resignation and Release. Notwithstanding anything in this Agreement to the contrary, in order to be eligible to receive any payments or benefits hereunder as a result of the termination of the Executive’s 's employment, in addition to fulfilling all other conditions precedent to such receipt, the Executive or the Executive’s 's legal representative must: (A) within 10 days after the termination date, resign as a member of the Board of Directors of the Company, if applicable, and as an officer, director, manager and employee of the Company and its Related Entities, and (B) within 21 days (or such other period as required under applicable law) after presentation of a release in form and substance reasonably satisfactory to the Company and its legal counsel, execute said release, and within 7 days (or such other period as required under applicable law) after such execution not revoke said release, on behalf of the Executive and the Executive’s 's estate, heirs and representatives, releasing the Company, its Related Entities and each of the Company’s 's and such Related Entities’ ' respective officers, directors, employees, members, managers, agents, independent contractors, representatives, shareholders, successors and assigns (all of which persons and entities shall be third party beneficiaries of such release with full power to enforce the provisions thereof) from any and all claims related to the Executive’s 's employment with the Company; termination of the Executive’s 's employment; all matters alleged or which could have been alleged in a charge or complaint against the Company; any and all injuries, losses or damages to Employee, including any claims for attorney’s 's fees; any and all claims relating to the conduct of any employee, servant, officer, director or agent of the Company; and any and all matters, transactions or things occurring prior to the date of said release, including any and all possible claims, known or unknown, which could have been asserted against the Company or the Company’s 's employees, agents, servants, officers or directors. Notwithstanding the foregoing, the form of release shall except out therefrom, and acknowledge the Executive’s 's continuing rights with respect to, the following: (i) all vested rights that the Executive may have under all welfare, retirement and other plans and programs of the Company in which the Executive was participating at the time of his employment termination, including all equity plans and programs of the Company with respect to which equity awards were made to the Executive, (ii) all continuing rights that the Executive may have under this Agreement, and (iii) all rights that the Executive may have following the termination of his employment under the Company’s 's Certificate of Incorporation and Bylaws, any applicable Company insurance and any indemnity agreements to which the Executive is a party which provide for indemnification, insurance or other, similar coverage for the Executive with respect to his actions or inactions as an officer, employee and/or member of the Board. Executive may, within five business days of receipt from the Company of the form of release, provide comments to the Company regarding material provisions of the form of release, which the Company in good faith will consider. For clarification, unless and until the Executive executes and does not, within any applicable revocation period, revoke the release, the Company shall have no obligation to make any Termination Payment to the Executive, and, even if the Executive does not execute the release, the Executive shall be bound by the post-termination provisions of this Agreement, including without limitation Section 1918.