Common use of Resignation from Employment Clause in Contracts

Resignation from Employment. (a) I hereby tender my resignation as an employee of the Company and any of its parents, subsidiaries and affiliates (the “Affiliates”) as of March 29, 2018 (the “Resignation Date”). I agree to sign any documentation of my resignation reasonably required by the Company. (b) Through the Resignation Date, the Company will continue to pay me my current annual salary at the rate of $360,000 US dollars on its regular payroll pay dates, and will continue to provide me with employee benefits in accordance with the terms of the Company’s employee benefit plans applicable to employees generally and executives, through the Resignation Date. Further, on the Resignation Date the Company will pay me any accrued salary previously unpaid, including my accrued, unused vacation pay. (c) Except as set forth in this Agreement, I understand that I am giving up any right or claim to future employment at the Company, including without limitation, any future compensation or benefits, except as set forth in this Agreement, and that any provisions of the Term Sheet are satisfied in full by this Agreement. (d) I understand and agree that I am not and will not be entitled to any payment pursuant to Sections 6(b) or (c) of the Employment Agreement. (e) I will submit any unreimbursed business expenses on or before the Resignation Date, which will be reimbursed in accordance with Company policy, and agree that I will not incur any future business expenses after the date this Agreement was presented to me without express written approval of the Company. (f) On or before the Resignation Date, I will return to the Company all property of the Company, including without limitation, documents and records, all keys, access cards, credit cards, calling cards, computer hardware and software, cellular phones and other mobile communications devices. (g) Subject to Section 11, I will cooperate fully with the Company and its Affiliates concerning reasonable requests for information about the business of the Company or its parents, subsidiaries or affiliates or your involvement and participation therein; the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates which relate to events or occurrences that transpired while you were employed by the Company; and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the Securities and Exchange Commission and the Financial Industry Regulatory Authority, Inc.) as any such investigation or review relates to events or occurrences that transpired while you were employed by the Company. I agree that, upon reasonable request and taking into account my other obligations, to be available to meet and speak with officers or employees of the Company, its parents, subsidiaries and affiliates and/or their counsel at reasonable times and locations, executing accurate and truthful documents, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. The Company will reimburse me for reasonable expenses incurred by me in response to Company requests pursuant to this Section 1(f).

Resignation from Employment. (a) I hereby tender my resignation as an employee As consideration for Executive’s execution of the Company and any of its parentsthis Agreement, subsidiaries and affiliates (the “Affiliates”) as of March 29Employer will consider Executive to have voluntarily resigned his employment effective September 25, 2018 (the “Resignation Termination Date”). I agree As further consideration, Employer will not dispute any claim for unemployment compensation benefits made by Executive. Except as otherwise expressly provided in this Agreement, all benefits and compensation, perquisites, deferred compensation and matching contributions, contributions or participation in LTI or Deferred Comp. Plan, and any equity, units, stock, options, RSU, PSU, and any other rights of Executive with the Employer or its holder, parent or subsidiary entities, or any Affiliate (as defined below), including claims or rights to sign any documentation form of my resignation reasonably required incentive or bonus pay, shall cease as of the Termination Date, and no further salary, bonus, stock, equity, options, RSU, PSU, incentives, benefits or payments shall be due from, owed, or paid by the Company. (b) Through Employer to Executive. As of the Resignation Termination Date, Executive shall no longer be eligible to make contributions in the Company will continue to pay me my current annual salary at the rate of $360,000 US dollars on its regular payroll pay datesDeferred Compensation Plan, and will continue Employer shall not longer make any match funding on Executive’s behalf to provide me the Deferred Compensation Plan, nor shall Executive be eligible to participate in the LTI. As Executive was not a participant in the 401(k) Plan made available to Executives of the Employer, he is not entitled to any benefits therein. Executive’s rights with employee benefits respect to monies in the Deferred Compensation Plan and/or units in the LTI shall be determined in accordance with the terms of such Plan(s). This Agreement shall not be deemed an amendment to any benefit plan, and the Company’s employee Employer reserves the right to establish, amend or terminate any such benefit plans applicable plan. “Affiliate” as used in this Agreement means a party, person, or entity that, directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such party, where “control”, “controlled by” and “under common control with” means the possession, directly or indirectly, of the power to employees generally direct or cause the direction of the management and executivespolicies of such party, whether through the Resignation Date. Furtherownership of voting securities, on the Resignation Date the Company will pay me any accrued salary previously unpaidby voting trust, including my accruedcontract, unused vacation payor similar arrangement. (c) Except as set forth in this Agreement, I understand that I am giving up any right or claim to future employment at the Company, including without limitation, any future compensation or benefits, except as set forth in this Agreement, and that any provisions of the Term Sheet are satisfied in full by this Agreement. (d) I understand and agree that I am not and will not be entitled to any payment pursuant to Sections 6(b) or (c) of the Employment Agreement. (e) I will submit any unreimbursed business expenses on or before the Resignation Date, which will be reimbursed in accordance with Company policy, and agree that I will not incur any future business expenses after the date this Agreement was presented to me without express written approval of the Company. (f) On or before the Resignation Date, I will return to the Company all property of the Company, including without limitation, documents and records, all keys, access cards, credit cards, calling cards, computer hardware and software, cellular phones and other mobile communications devices. (g) Subject to Section 11, I will cooperate fully with the Company and its Affiliates concerning reasonable requests for information about the business of the Company or its parents, subsidiaries or affiliates or your involvement and participation therein; the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates which relate to events or occurrences that transpired while you were employed by the Company; and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the Securities and Exchange Commission and the Financial Industry Regulatory Authority, Inc.) as any such investigation or review relates to events or occurrences that transpired while you were employed by the Company. I agree that, upon reasonable request and taking into account my other obligations, to be available to meet and speak with officers or employees of the Company, its parents, subsidiaries and affiliates and/or their counsel at reasonable times and locations, executing accurate and truthful documents, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. The Company will reimburse me for reasonable expenses incurred by me in response to Company requests pursuant to this Section 1(f).

Resignation from Employment. (a) I hereby tender my resignation as an officer and employee of the Company and any of its parents, subsidiaries and affiliates (the “Affiliates”) as of March 29August 1, 2018 2019 (the “Resignation Date”). I agree to sign any documentation of my resignation reasonably required by the Company. (b) Through I acknowledge and agree that, on the Resignation Date, the Company will continue to pay me my current annual salary at the rate of $360,000 US dollars on its regular payroll pay dates, and will continue to provide me with employee benefits in accordance with the terms of the Company’s employee benefit plans applicable to employees generally and executives, through the Resignation Date. Further, on the Resignation Date the Company will pay me any accrued salary previously unpaid, including my accrued, unused vacation pay, earned through the Resignation Date, subject to standard payroll deductions and withholdings. I acknowledge that I am entitled to these payments regardless of whether I execute this Agreement. (c) Except as set forth in this Agreement, I understand that I am giving up any right or claim to future employment at the Company, including without limitation, any future compensation or benefits, except as set forth in this Agreement, and that any provisions of the Term Sheet are satisfied in full by this Agreement. (d) I understand and agree that I am not and will not be entitled to any payment pursuant to Sections 6(b) or (c) of the Employment Agreement. (e) I will submit have submitted any unreimbursed business expenses on or before the Resignation Date, which will be reimbursed in accordance with Company policy, and agree that I will have not incur incurred any future business expenses after the date this Agreement was presented to me without express written approval of the Company. I acknowledge that I am entitled to these reimbursements regardless of whether I execute this Agreement. (f) On or before the Resignation Date, I will return to the Company all property of the Company, including without limitation, documents and records, all keys, access cards, credit cards, calling cards, computer hardware and software, cellular phones and other mobile communications devices. (g) Subject to Section 11 below, I hereby reaffirm the covenants, terms and conditions set forth in the Confidential Information, Inventions Assignment and Arbitration Agreement between the Company and me dated as of January 18, 2016 (the “Confidentiality Agreement”) and acknowledge that the Confidentiality Agreement shall survive termination of my employment and remain in full force and effect in accordance with its terms, including, without limitation, the confidentiality information and non-solicitation restrictive covenants set forth therein. (h) Subject to Section 11, I will cooperate fully with the Company and its Affiliates concerning reasonable requests for information about the business of the Company or its parents, subsidiaries Affiliates or affiliates or your my involvement and participation therein; the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates which relate to events or occurrences that transpired while you were I was employed by the Company; and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the Securities and Exchange Commission and the Financial Industry Regulatory Authority, Inc.) as any such investigation or review relates to events or occurrences that transpired while you were I was employed by the Company. I agree that, upon reasonable request and taking into account my other obligations, to be available to meet and speak with officers or employees of the Company, its parents, subsidiaries and affiliates Affiliates and/or their counsel at reasonable times and locations, executing accurate and truthful documents, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. The Company will reimburse me for reasonable expenses incurred by me in response to Company requests pursuant to this Section 1(f1(h). (i) I acknowledge that the payment and arrangements herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to me as a result of my employment with the Company and the termination thereof. I further acknowledge that, other than the Confidentiality Agreement and the agreements evidencing my outstanding equity awards (as amended by Section 2 below), this Agreement shall supersede each agreement entered into between Executive and the Company regarding Executive’s employment, including, without limitation, that the Employment Agreement. Each such agreement superseded hereby shall be deemed terminated and of no further effect as of the Resignation Date.

Resignation from Employment. (a) I hereby tender my resignation as an employee of Executive shall be deemed to have resigned from his employment with the Company and from all offices and directorships (if any) held with the Company and any of its the Company’s parents, affiliates and/or subsidiaries and affiliates (the “Affiliates”) on the Last Date of Employment. Executive shall retire on May 1, 2011. Executive shall promptly execute such documents as of March 29the Company and/or its Affiliates may reasonably deem necessary or desirable to effectuate the foregoing retirement, 2018 (so long as such documents are consistent with this Agreement. Executive acknowledges that, except as provided or referenced in this Agreement, he shall have no further rights to any compensation or benefits from the “Resignation Date”). I agree to sign any documentation of my resignation reasonably required by the CompanyCompany or its Affiliates. (b) Until the Last Date of Employment, Executive will, as requested by the Company, (i) continue to devote his best skill and perform his duties as Chief Operating Officer, (ii) cooperate and participate in employee meetings, and (iii) cooperate in communications with media, investment community, regulators, elected officials, and other policymakers, government officials and other stakeholders. (c) Through the Resignation DateLast Date of Employment, the Company will Executive shall continue to pay me my current annual receive his base salary at and benefits as in effect on March 31, 2011. (d) On the rate Last Date of $360,000 US dollars on its regular payroll pay datesEmployment, Executive shall be paid any unpaid base salary through the Last Date of Employment and will continue to provide me any accrued, unused vacation. (e) After Executive’s Last Day of Employment and upon his May 1, 2011 retirement, Executive shall be eligible for benefits under the Pacific Gas and Electric Company Retirement Plan and the Supplemental Executive Retirement Plan of PG&E Corporation in accordance with employee benefits the terms of those plans and Executive’s distribution elections. (f) After Executive’s Last Date of Employment and upon his May 1, 2011 retirement, in accordance with the terms of the Company’s employee benefit plans applicable to employees generally and executivesPG&E Corporation Long-Term Incentive Plan (the “LTIP”), through Executive shall be eligible for continued vesting of benefits under the Resignation Date. Further, on the Resignation Date the Company will pay me any accrued salary previously unpaid, including my accrued, unused vacation payLTIP. (cg) Except as set forth After Executive’s Last Date of Employment and upon his May 1, 2011 retirement, in this Agreementaccordance with the terms of the PG&E Corporation Special Incentive Stock Ownership Premiums Plan (the “SISOP”), I understand that I am giving all unvested SISOPs shall immediately vest. (h) Executive gives up any right or claim to future employment at with the CompanyCompany and/or its Affiliates, including without limitation, any future compensation or benefits, except as set forth in this Agreement, Agreement and that any provisions the parties’ Settlement Agreement executed concurrently with this Agreement and Mortgage Subsidy Agreement Executive will submit within thirty (30) days of the Term Sheet are satisfied in full by this Agreement. (d) I understand Last Date of Employment a request for reimbursement of any and agree that I am not and will not be entitled to any payment pursuant to Sections 6(b) or (c) of the Employment Agreement. (e) I will submit any unreimbursed all reasonable business expenses not reimbursed on or before the Resignation Date, Last Date of Employment which he has incurred. Any request submitted by him will be reviewed and expenses reimbursed in accordance with Company policy, and agree that I will not incur any future business expenses after the date this Agreement was presented to me without express written approval of the Company’s normal reimbursement process and requirements. (fi) On Executive shall make a diligent search for, and deliver to the Company, by the Last Date of Employment, (i) any document, materials, files or before computer files, or copies, reproductions, duplicates, transcriptions or replicas thereof relating to the Resignation Date, I will return Company’s business or affairs or belonging to the Company or any of its Affiliates, which are in his possession or control and (ii) all other Company property of the Company, including without limitation, documents and records, all keys, access cards, credit cards, calling cards, computer hardware and software, cellular phones and other mobile communications devices. (g) Subject to Section 11, I will cooperate fully with the Company and its Affiliates concerning reasonable requests for information about the business of the Company or its parents, subsidiaries or affiliates or your involvement and participation therein; the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates which relate to events or occurrences that transpired while you were employed by the Company; and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the Securities and Exchange Commission and the Financial Industry Regulatory Authoritylaptop computer, Inc.blackberry, identification cards, security access cards, credit cards etc.) as any such investigation that are in his possession or review relates to events or occurrences that transpired while you were employed by the Company. I agree that, upon reasonable request and taking into account my other obligations, to be available to meet and speak with officers or employees of the Company, its parents, subsidiaries and affiliates and/or their counsel at reasonable times and locations, executing accurate and truthful documents, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. The Company will reimburse me for reasonable expenses incurred by me in response to Company requests pursuant to this Section 1(f)control.

Resignation from Employment. (a) I The Consultant hereby tender my resignation resigns from his employment with the Company, effective as an employee of close of business on the Date of Termination, and concurrently resigns from all offices and directorships he holds with the Company and or any of its parents, subsidiaries affiliates. (b) Subject to the Consultant’s compliance with the terms of this Agreement and affiliates the restrictive covenants set forth below and his execution of a Release Agreement in the form attached hereto as Exhibit A (the “AffiliatesRelease”) as on the Date of March 29Termination and the Consultant not revoking such Release during the applicable revocation period, 2018 the Company agrees immediately to: (i) Grant the Consultant 18,600 unrestricted shares of Company common stock pursuant to the Company’s 2011 Equity Compensation Plan (the “Resignation DatePlan”). I agree . (ii) Accelerate the vesting of (A) all unvested stock options granted to sign the Consultant on June 16, 2011 (it being understood that pursuant to the terms of the Plan and the applicable award agreements thereunder, any documentation stock options held by the Consultant as of my resignation reasonably required by the Date of Termination shall remain exercisable throughout the Consulting Term (as defined below) and the applicable post-termination exercise period, which post-termination exercise period shall not commence until the termination of the Consulting Term) and (B) all of the restricted stock granted to Consultant on May 14, 2013 that vests solely based on the Consultant’s continued service with the Company. (biii) Through Deem the Resignation Date, Consultant’s resignation to be a termination by the Company will continue without Cause for Termination following the end of the Measurement Period (as defined in the Performance-Based Restricted Stock Agreement, dated as of May 14, 2013) for the purposes of the performance-based restricted stock award granted to pay me my current the Consultant on May 14, 2013. (iv) Pay the Consultant any annual salary at bonus earned with respect to 2013 performance pursuant to the rate terms of $360,000 US dollars on its regular payroll pay datesthe Management Incentive Program (the “MIP”), and will continue with the amount of such annual bonus to provide me with employee benefits be determined by the Compensation Committee of the Company’s Board of Directors (the “Board”) in accordance with the terms of the CompanyMIP (but without any loss of eligibility due to the Consultant’s employee benefit plans applicable termination of employment prior to employees generally and executivesthe payment date). The annual bonus, if any, will be paid to the Consultant at the same time as annual bonus payments under the MIP are made to other participants in the MIP who continue to be employed by the Company through the Resignation Date. Further, on the Resignation Date the Company will pay me any accrued salary previously unpaid, including my accrued, unused vacation payapplicable payment date. (c) Except as set forth provided in this AgreementSection 1(b), I understand that I am giving up the Consultant shall be entitled to no other compensation and/or benefits of any right or claim to future employment at kind from the Company in connection with his service as an employee of the Company, including without limitationother than any earned but unpaid salary, payment for any future compensation or benefits, except as set forth in this Agreementaccrued but unused vacation, and any benefits that any provisions are accrued and vested as of the Term Sheet are satisfied Date of Termination under employee benefit plans of the Company in full by this Agreementwhich the Consultant participates as of the Date of Termination. (d) I understand and agree that I am not and will not be entitled to any payment pursuant to Sections 6(b) or (c) of the Employment Agreement. (e) I will submit any unreimbursed business expenses on or before the Resignation Date, which will be reimbursed in accordance with Company policy, and agree that I will not incur any future business expenses after the date this Agreement was presented to me without express written approval of the Company. (f) On or before the Resignation Date, I will return to the Company all property of the Company, including without limitation, documents and records, all keys, access cards, credit cards, calling cards, computer hardware and software, cellular phones and other mobile communications devices. (g) Subject to Section 11, I will cooperate fully with the Company and its Affiliates concerning reasonable requests for information about the business of the Company or its parents, subsidiaries or affiliates or your involvement and participation therein; the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates which relate to events or occurrences that transpired while you were employed by the Company; and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the Securities and Exchange Commission and the Financial Industry Regulatory Authority, Inc.) as any such investigation or review relates to events or occurrences that transpired while you were employed by the Company. I agree that, upon reasonable request and taking into account my other obligations, to be available to meet and speak with officers or employees of the Company, its parents, subsidiaries and affiliates and/or their counsel at reasonable times and locations, executing accurate and truthful documents, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. The Company will reimburse me for reasonable expenses incurred by me in response to Company requests may withhold from any amounts payable pursuant to this Section 1(f)1, or any other benefits received pursuant to this Section 1, any Federal, state and/or local taxes as shall be required to be withheld under any applicable law or regulation.

Resignation from Employment. (a) I hereby tender my resignation as an officer and employee of the Company and any of its parents, subsidiaries and affiliates (the “Affiliates”) as of March 29April 1, 2018 2019 (the “Resignation Date”). I agree to sign any documentation of my resignation reasonably required by the Company. (b) Through I acknowledge and agree that, on the Resignation Date, the Company will continue to pay me my current annual salary at the rate of $360,000 US dollars on its regular payroll pay dates, and will continue to provide me with employee benefits in accordance with the terms of the Company’s employee benefit plans applicable to employees generally and executives, through the Resignation Date. Further, on the Resignation Date the Company will pay me any accrued salary previously unpaid, including my accrued, unused vacation pay, earned through the Resignation Date, subject to standard payroll deductions and withholdings. I acknowledge that I am entitled to these payments regardless of whether I execute this Agreement. (c) Except as set forth in this Agreement, I understand that I am giving up any right or claim to future employment at the Company, including without limitation, any future compensation or benefits, except as set forth in this Agreement, and that any provisions of the Term Sheet are satisfied in full by this Agreement. (d) I understand and agree that I am not and will not be entitled to any payment pursuant to Sections 6(b) or (c) of the Employment Agreement. (e) I will submit have submitted any unreimbursed business expenses on or before the Resignation Date, which will be reimbursed in accordance with Company policy, and agree that I will have not incur incurred any future business expenses after the date this Agreement was presented to me without express written approval of the Company. I acknowledge that I am entitled to these reimbursements regardless of whether I execute this Agreement. (f) On or before the Resignation Date, I will return to the Company all property of the Company, including without limitation, documents and records, all keys, access cards, credit cards, calling cards, computer hardware and software, cellular phones and other mobile communications devices. (g) Subject to Section 11 below, I hereby reaffirm the covenants, terms and conditions set forth in the Employee Proprietary Information and Inventions Assignment Agreement between the Company and me dated as of April 19, 2018 (the “Confidentiality Agreement”) and acknowledge that the Confidentiality Agreement shall survive termination of my employment and remain in full force and effect in accordance with its terms, including, without limitation, the confidentiality information and non-solicitation restrictive covenants set forth therein. (h) Subject to Section 11, I will cooperate fully with the Company and its Affiliates concerning reasonable requests for information about the business of the Company or its parents, subsidiaries Affiliates or affiliates or your my involvement and participation therein; the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates which relate to events or occurrences that transpired while you were I was employed by the Company; and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the Securities and Exchange Commission and the Financial Industry Regulatory Authority, Inc.) as any such investigation or review relates to events or occurrences that transpired while you were I was employed by the Company. I agree that, upon reasonable request and taking into account my other obligations, to be available to meet and speak with officers or employees of the Company, its parents, subsidiaries and affiliates Affiliates and/or their counsel at reasonable times and locations, executing accurate and truthful documents, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. The Company will reimburse me for reasonable expenses incurred by me in response to Company requests pursuant to this Section 1(f). (i) I acknowledge that the payment and arrangements herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to me as a result of my employment with the Company and the termination thereof. I further acknowledge that, other than the Confidentiality Agreement and the agreements evidencing my outstanding equity awards (as amended by Section 3 below), this Agreement shall supersede each agreement entered into between Executive and the Company regarding Executive’s employment, including, without limitation, that the Employment Agreement. Each such agreement superseded hereby shall be deemed terminated and of no further effect as of the Resignation Date.

Resignation from Employment. (a) I hereby tender my resignation as an employee of the Company and any of its parents1.1 Executive is resigning his employment with Dynamex effective July 5, subsidiaries and affiliates 2006 (the “Affiliates”) as of March 29, 2018 (the “Resignation Termination Date”). I agree After this date, Executive shall not accrue nor shall he be eligible or entitled to sign accrue or vest any documentation additional benefits, including auto allowance, 401K contributions, retirement benefits or vacation benefits, to which he may previously have been eligible or entitled and that are made available to Dynamex employees from time to time or which were provided to Executive during his employment with Dynamex. No later than the sixth day after the Termination Date, Dynamex will issue a check to Executive for all work performed through the Termination Date as well as payment for his accrued but unused vacation time. 1.2 In consideration for the release of my resignation reasonably required all claims and other agreements by Executive provided for herein, Dynamex agrees to pay Executive Two Hundred Thousand Dollars and no/100 ($200,000.00) (“Severance Payment”). The total Severance Payment will be paid out to Executive over a period of 12 months in 12 equal installments and will be subject to all applicable payroll withholdings. The first payment shall be made on or before the 28th day of July, 2006 after Executive executes this Agreement. Thereafter, the remaining payments shall be made on or before the 15th day of each remaining month. Executive acknowledges and agrees that the Severance Payment is new and separate consideration and is above and beyond any amounts to which he may have previously been entitled. 1.3 In exchange for consideration set forth in Section 1.2 above, Executive hereby fully and finally waives and releases and agrees to indemnify and hold harmless Dynamex (including all parents, subsidiaries, and affiliated entities), its shareholders, directors, officers, principals, vice-principals, partners, employees, agents, legal counsel and other legal representatives of every kind (collectively the “Released Parties”) from and with respect to any and all claims, actions, demands, and/or causes of action, of whatever kind or character, whether now known or unknown, arising from, relating to, or in any way connected with Executive’s employment or the termination thereof or any other, facts or events occurring on or before the Effective Date of this Agreement. Executive agrees that this Agreement specifically includes, without limitation, a release and waiver of any personal injury claims, negligence claims, contractual claims (express or implied), claims to the Company’s goodwill and Confidential Information (as defined below in Section 2.1(f.)), claims as to the enforceability of the restrictions and covenants set forth in Section 2. below (including any claim that the restrictions are overbroad or not supported by sufficient consideration), wrongful discharge claims, and claims of discrimination, retaliation and harassment of every possible kind, including but not limited to, claims on the basis of race, color, sex, national origin, religion, disability, or any other statute, regulation or ordinance, including but not limited to the Texas and U.S. Constitutions, the Texas Commission on Human Rights Act, the Texas Payday Act, the Texas Workers Compensation Act, Title VII of the Civil Rights Act of 1964, as amended by the CompanyCivil Rights Act of 1991, the Americans With Disabilities Act, the Fair Labor Standards Act, the Family Medical Leave Act, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Sxxxxxxx-Xxxxx Act of 2002 and/or the Consolidated Omnibus Reconciliation Act (“COBRA”) and any related attorney’s fees and costs claims, if any, that he may have against Released Parties. (b) Through 1.5 Executive waives and releases the Resignation DateReleased Parties from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make the Agreement not binding. Executive is not relying upon any representations by the Released Parties legal counsel in deciding to enter into this Agreement. Executive understands and agrees that by signing this Agreement he is giving up the right to pursue any legal claims that he may have against the Released Parties. Provided, nothing in this provision of the Company will continue Agreement shall be construed to pay me my current annual salary at the rate of $360,000 US dollars on its regular payroll pay dates, and will continue to provide me with employee benefits in accordance prohibit Executive from filing a charge or complaint with the terms Equal Employment Commission or equivalent state agency or from participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or equivalent state agency. However, Dynamex will assert all such claims have been released in a final binding settlement. 1.6 Executive agrees that any and all sums paid or to be paid to him pursuant to Section 1.2 will be forfeited and all sums previously paid will become immediately due and payable to Dynamex and that Dynamex will have no further obligations to Executive under Section 1.2 in the event that Executive asserts any claim, demand or cause of action, including any cause of action for indemnity and contribution or third-party action, arising out of, resulting from, or in any way related to any of the claims or potential claims encompassed within this Agreement, or any action to set aside, invalidate or avoid this Agreement, except as a result of the Company’s employee benefit plans applicable breach of this Agreement. Executive further agrees that Dynamex may cease payments and will have no further obligations to employees generally and executives, through Executive under Section 1.2 in the Resignation Date. Further, on event that Executive violates any of the Resignation Date the Company will pay me any accrued salary previously unpaid, including my accrued, unused vacation pay. (c) Except as restrictions set forth in this Agreement, I understand Section 2 below. Executive further agrees that I am giving up any right or claim to future employment at a breach of the Company, including without limitation, any future compensation or benefits, except as covenant set forth in Section 1.3 will entitle Dynamex and its successors and assigns to a full recovery in an action for damages, including, but not limited to, recovery of its or their costs, expenses and attorneys’ fees for investigation, prosecution or defense of any action brought in breach of this Agreement, and that any provisions covenant. Such recovery of monies shall not otherwise affect the Term Sheet are satisfied enforceability of this Agreement or of other individual promises contained in full by this Agreement. (d) I understand and agree that I am not and will not be entitled to any payment pursuant to Sections 6(b) or (c) of the Employment Agreement. (e) I will submit any unreimbursed business expenses on or before the Resignation Date, which will be reimbursed in accordance with Company policy, and agree that I will not incur any future business expenses after the date this Agreement was presented to me without express written approval of the Company. (f) On or before the Resignation Date, I will return to the Company all property of the Company, including without limitation, documents and records, all keys, access cards, credit cards, calling cards, computer hardware and software, cellular phones and other mobile communications devices. (g) Subject to Section 11, I will cooperate fully with the Company and its Affiliates concerning reasonable requests for information about the business of the Company or its parents, subsidiaries or affiliates or your involvement and participation therein; the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates which relate to events or occurrences that transpired while you were employed by the Company; and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the Securities and Exchange Commission and the Financial Industry Regulatory Authority, Inc.) as any such investigation or review relates to events or occurrences that transpired while you were employed by the Company. I agree that, upon reasonable request and taking into account my other obligations, to be available to meet and speak with officers or employees of the Company, its parents, subsidiaries and affiliates and/or their counsel at reasonable times and locations, executing accurate and truthful documents, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. The Company will reimburse me for reasonable expenses incurred by me in response to Company requests pursuant to this Section 1(f).