Common use of Second Release Clause in Contracts

Second Release. In exchange for additional severance benefits to which I would not otherwise be entitled, set forth in Section 2.B of the attached transition services and separation agreement dated as of June 14, 2011 (the “Agreement”), the terms of which are incorporated by reference in this second release (this “Second Release”), I (and anyone acting on my behalf) agree to release every past and present right or claim of any kind, whether legal, equitable or otherwise, against Xxxxxx Group Inc. (the “Company”), including, without limitation, any and all related entities, corporations, partnerships, subsidiaries, joint ventures and divisions of the Company. I give up such rights and claims against the Company, its employee benefit plans and anyone else related to the Company (such as, without limitation, the Company’s present and former employees, officers, directors, stockholders, representatives, agents and insurers). I agree that I executed this Second Release on my own behalf and also on behalf of any heirs, agents, representatives, successors and assigns that I have now or may have in the future. These rights and claims include, but are not limited to, those that I may have under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964 and Executive Order 11246, which prohibit discrimination in employment based on race, color, national origin, religion or sex; the Americans With Disabilities Act of 1990, which prohibits discrimination in employment based on a handicap or disability; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; any claims under the Worker Adjustment and Retraining Notification Act of 1988 or any similar law, which requires, among other things, that advance notice be given of certain work force reductions; and all claims under the Employee Retirement Income Security Act of 1974, such as claims relating to pension, profit sharing, or health plan benefits, except as noted in the following paragraph; the Family and Medical Leave Act of 1993; all claims under any state Fair Employment Practices Act as well as any other federal, state or local laws or regulations; all claims for alleged physical or personal injury or emotional distress; and any other claims which could arise from employment or separation from employment, whether in express or implied contract (whether written or oral), or claims for breach of any covenant of good faith and fair dealing (express or implied), or in tort (including without limitation, defamation, assault, battery, false imprisonment, interference with contractual or advantageous business relationship, and invasion of privacy) or for wrongful or retaliatory discharge, whether based on common law or otherwise. The foregoing list is meant to be illustrative rather than inclusive. Nothing in this Second Release shall prohibit me from filing a claim with, cooperating with, or participating in any investigation or proceeding conducted by, the federal Equal Employment Opportunity Commission or a state Fair Employment Practices Agency (although I acknowledge and agree that I shall not be able to recover any monetary benefits in connection with such claim or proceeding). I keep any right, however, that I may have to (1) receive severance benefits under the Executive Separation Pay Plan; (2) elect health care coverage under the federal continuation of health coverage law known as “COBRA,” or under any applicable state law concerning continuation of health coverage, unless I am ineligible for such coverage under such law; (3) exercise exercisable stock options in accordance with the applicable stock option agreements; (4) receive payouts in accordance with the applicable Performance Share Unit agreement, and (5) indemnification or advancement of expenses under applicable law, the Certificate of Incorporation or by-laws of the Company, any agreement between me and the Company, or the Company’s officers’ and directors’ liability insurance policies. This Second Release covers both claims that I know about and those I may not know about. I expressly give up and waive all rights afforded by any statute which limits the effect of a release with respect to claims that are presently unknown. I understand the significance of my release of unknown claims and my waiver of statutory protection against a release of unknown claims. This Second Release does not give up or waive any rights or claims, which arise after the date that this Second Release is signed by me. I have been given a period of at least twenty-one (21) calendar days from the date of my receipt of this Second Release to review and consider this Second Release before signing it. I may take as much of this period of time to consider this Second Release as I wish prior to signing it. I understand that if I sign this Second Release, it is in exchange for receiving the additional payments and the other benefits described in the Agreement. I acknowledge that I have received twenty-one (21) calendar days to review this Second Release from when it was first given to me. I acknowledge and agree that any changes made to this Second Release before I sign it will not entitle me to an additional twenty-one (21) calendar days to review the new version of this Second Release. I also understand that under no circumstances will Enhanced Severance be paid unless I sign this Second Release and deliver it to the Company within twenty-one (21) calendar days after the Termination Date and do not revoke the Second Release. I am hereby advised by the Company to consult with an attorney before signing this Second Release. I understand that whether or not to do so is my decision. I have not relied on any representations, promises, or agreements of any kind made to me in connection with my decision to sign this Second Release except for those set forth in the documents attached to or referred to by this Second Release. I may revoke or cancel this Second Release within seven (7) calendar days after I sign it. The last day on which this Second Release can be revoked is called the “Last Revocation Day.” Revocation can only be made by delivering a written notice of revocation to Xxxx X. Xxxxxxx, Senior Vice President, Human Resources at the Company’s Corporate Office, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000. For this revocation to be effective, a written notice of revocation must be sent on or before the Last Revocation Day for delivery to the foregoing address on the next business day. I acknowledge that this Second Release can be revoked only in its entirety and that once revoked, I will only receive the minimum severance payment and benefits described in Section 2.A of the Agreement and the other benefits that similarly situated employees who do not sign a Second Release receive. If I do not revoke this Second Release, it shall go into effect on the day after the Last Revocation Day and I will receive the additional severance payments described in Section 2.B. of the Agreement and the other benefits described therein. A finding that any term or provision of this Second Release is invalid, unlawful or unenforceable will not affect the remaining terms and provisions of this Second Release. This Second Release, and the documents referenced in or attached to this Second Release, set forth the entire agreement between me and the Company and supersede and render null and void any and all prior or contemporaneous oral or written understandings, statements, representations or promises pertaining to the matters set forth herein except for those set forth in the documents attached to or referred to by this Second Release and except for any and all previously agreed to noncompetition or confidentiality obligations to the Company to which I specifically agree to remain bound after signing this Second Release, including without limitation my obligations under the Xxxxxx Group Inc. Code of Business Ethics and Conduct. If I violate any part of the Agreement, I will be responsible for all costs incurred by the Company that flow from that violation, including the Company’s legal fees and other costs associated with any legal action that arises from that violation. If I violate any part of the Agreement, I will also be required to return all payments and reimburse the Company for all benefits provided to me in exchange for signing this Second Release, except for the sum of $500, which I agree constitutes ongoing valid consideration for this waiver and release. Agreed and accepted: Xxxxx X. Xxxxxx Date

Second Release. In exchange for additional severance benefits to which I would not otherwise be entitled, set forth in Section 2.B consideration of the attached transition services and separation agreement dated as payments specified in Option 1 of June 14Paragraph 1 of my Transition Employment Agreement of , 2011 2008 with the Company (the “Agreement”), upon the terms Effective Date as defined below, I, on behalf of which are incorporated by reference in this second myself and my heirs, executors, administrators, assigns, successors and legal representatives, release (this “Second Release”), I (and anyone acting on my behalf) agree to release every past and present right or claim of any kind, whether legal, equitable or otherwise, against Xxxxxx Group Inc. (the “Company”), including, without limitation, any and all related entities, corporations, partnerships, subsidiaries, joint ventures and divisions of the Company. I give up such rights and claims against forever discharge the Company, its employee benefit plans affiliates, parent or subsidiary entities or corporations, and anyone else related to the Company (such as, without limitation, the Company’s present its and former employees, their officers, directors, stockholdersshareholders, representatives, agents and insurers). I agree that I executed this Second Release on my own behalf and also on behalf of any heirsemployees, agents, representatives, insurers, successors and assigns that (“Company Affiliates”), from any and all claims, liabilities, demands, sums of money, agreements, promises, damages, sums of money, costs or expenses, attorneys fees, causes of action and liabilities of any kind or character whatsoever, including all known and unknown claims, arising after the date of the Agreement and before the Effective Date (as hereafter defined), which I now have now or may hereafter have against the Company or any Company Affiliate (other than the obligations described in the futureAgreement). These rights and My release includes any claims include, but are not limited to, those that or causes of action I may might have under any local, federal or state law, including the Illinois Human Rights Act; the Federal Age Discrimination in Employment ActAct of 1967, which prohibits age discrimination in employmentas amended; Title VII of the Civil Rights Act of 1964 and Executive Order 112461964, which prohibit discrimination in employment based on race, color, national origin, religion or sexas amended; the Americans With [Employee] Date Page 7 with Disabilities Act of 1990, which prohibits discrimination in employment based on a handicap or disabilityAct; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; any claims under the Worker Adjustment and Retraining Notification Act of 1988 or any similar law, which requires, among other things, that advance notice be given of certain work force reductions; and all claims under the Employee Retirement Income Security Act of 1974, such as claims relating to pension, profit sharing, or health plan benefits, except as noted in the following paragraphamended; the Family and Medical Leave Act of 1993; all claims under any state Fair Employment Practices the Civil Rights Act as well as any other federalof April 9, state or local laws or regulations1866; all claims for alleged physical or personal injury or emotional distressthe Federal Occupation Safety and Health Act; and any other claims which could arise from employment or separation from employment, whether in express or implied contract (whether written or oral), or claims for breach of any covenant of good faith and fair dealing (express or implied), or in tort (including without limitation, defamation, assault, battery, false imprisonment, interference with contractual or advantageous business relationship, and invasion of privacy) or for wrongful or retaliatory discharge, whether based on common law or otherwise. The foregoing list is meant to be illustrative rather than inclusive. Nothing in this Second Release shall prohibit me from filing a claim with, cooperating with, or participating in any investigation or proceeding conducted by, the federal Equal Employment Opportunity Commission or a state Fair Employment Practices Agency (although I acknowledge and agree that I shall not be able to recover any monetary benefits in connection with such claim or proceeding). I keep any right, however, that I may have to (1) receive severance benefits under the Executive Separation Pay Plan; (2) elect health care coverage under the federal continuation of health coverage law known as “COBRA,” or under any applicable state law concerning continuation of health coverage, unless I am ineligible for such coverage under such law; (3) exercise exercisable stock options in accordance with the applicable stock option agreements; (4) receive payouts in accordance with the applicable Performance Share Unit agreement, and (5) indemnification or advancement of expenses under applicable law, the Certificate of Incorporation or by-laws of the Company, any agreement between me and the Company, or the Company’s officers’ and directors’ liability insurance policiesChicago Human Rights Ordinance. This Second Release covers both claims that I know about and those I may not know about. I expressly give up and waive all rights afforded by any statute which limits the effect of a release with respect to claims that are presently unknown. I understand the significance of my release of unknown claims and my waiver of statutory protection against a release of unknown claims. This Second Release does not give up or waive any rights or claims, which arise after will become effective on the date that this Second Release is signed by me. I have been given a period sign and return copies of at least twenty-one (21) calendar days from the date of my receipt of this Second Release to review and consider this Second Release before signing it. I may take as much of this period of time to consider this Second Release as I wish prior to signing it. I understand that if I sign this Second Release, it is in exchange for receiving the additional payments and the other benefits described in the Agreement. I acknowledge that I have received twenty-one (21) calendar days to review this Second Release from when it was first given to me. I acknowledge and agree that any changes made to this Second Release before I sign it will not entitle me to an additional twenty-one (21) calendar days to review the new version of this Second Release. I also understand that under no circumstances will Enhanced Severance be paid unless I sign this Second Release and deliver it to the Company within twenty-one (21) calendar days after the Termination Date and do not revoke the Second Release. I am hereby advised by the Company to consult with an attorney before signing this Second Release. I understand that whether or not to do so is my decision. I have not relied on any representations, promises, or agreements of any kind made to me in connection with my decision to sign this Second Release except for those set forth in the documents attached to or referred to by this Second Release. I may revoke or cancel this Second Release within seven (7) calendar days after I sign it. The last day on which this Second Release can be revoked is called the “Last Revocation Day.” Revocation can only be made by delivering a written notice Effective Date”). Approved and Accepted this day of revocation to Xxxx X. Xxxxxxx, Senior Vice President, Human Resources at the Company’s Corporate Office, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 000002008. For this revocation to be effective, a written notice of revocation must be sent on or before the Last Revocation Day for delivery to the foregoing address on the next business day. I acknowledge that this Second Release can be revoked only in its entirety and that once revoked, I will only receive the minimum severance payment and benefits described in Section 2.A of the Agreement and the other benefits that similarly situated employees who do not sign a Second Release receive. If I do not revoke this Second Release, it shall go into effect on the day after the Last Revocation Day and I will receive the additional severance payments described in Section 2.B. of the Agreement and the other benefits described therein. A finding that any term or provision of this Second Release is invalid, unlawful or unenforceable will not affect the remaining terms and provisions of this Second Release. This Second Release, and the documents referenced in or attached to this Second Release, set forth the entire agreement between me and the Company and supersede and render null and void any and all prior or contemporaneous oral or written understandings, statements, representations or promises pertaining to the matters set forth herein except for those set forth in the documents attached to or referred to by this Second Release and except for any and all previously agreed to noncompetition or confidentiality obligations to the Company to which I specifically agree to remain bound after signing this Second Release, including without limitation my obligations under the Xxxxxx Group Inc. Code of Business Ethics and Conduct. If I violate any part of the Agreement, I will be responsible for all costs incurred by the Company that flow from that violation, including the Company’s legal fees and other costs associated with any legal action that arises from that violation. If I violate any part of the Agreement, I will also be required to return all payments and reimburse the Company for all benefits provided to me in exchange for signing this Second Release, except for the sum of $500, which I agree constitutes ongoing valid consideration for this waiver and release. Agreed and accepted: Xxxxx X. Xxxxxx Date_______________________________ Employee

Second Release. In exchange for additional severance benefits to which I would not otherwise be entitled, set forth in Section 2.B consideration of the attached transition services and separation agreement dated as payments specified in Option 1 of June 14, 2011 Paragraph 1 of my Transition Employment Agreement of December 31 with the Company (the “Agreement”), upon the terms Effective Date as defined below, I, on behalf of which are incorporated by reference in this second myself and my heirs, executors, administrators, assigns, successors and legal representatives, release (this “Second Release”), I (and anyone acting on my behalf) agree to release every past and present right or claim of any kind, whether legal, equitable or otherwise, against Xxxxxx Group Inc. (the “Company”), including, without limitation, any and all related entities, corporations, partnerships, subsidiaries, joint ventures and divisions of the Company. I give up such rights and claims against forever discharge the Company, its employee benefit plans affiliates, parent or subsidiary entities or corporations, and anyone else related to the Company (such as, without limitation, the Company’s present its and former employees, their officers, directors, stockholdersshareholders, representatives, agents and insurers). I agree that I executed this Second Release on my own behalf and also on behalf of any heirsemployees, agents, representatives, insurers, successors and assigns that (“Company Affiliates”), from any and all claims, liabilities, demands, sums of money, agreements, promises, damages, sums of money, costs or expenses, attorneys fees, causes of action and liabilities of any kind or character whatsoever, including all known and unknown claims, arising after the date of the Agreement and before the Effective Date (as hereafter defined), which I now have now or may hereafter have against the Company or any Company Affiliate (other than the obligations described in the futureAgreement). These rights and My release includes any claims include, but are not limited to, those that or causes of action I may might have under any local, federal or state law, including the Illinois Human Rights Act; the Federal Age Discrimination in Employment ActAct of 1967, which prohibits age discrimination in employmentas amended; Title VII of the Civil Rights Act of 1964 and Executive Order 112461964, which prohibit discrimination in employment based on race, color, national origin, religion or sexas amended; the Americans With with Disabilities Act of 1990, which prohibits discrimination in employment based on a handicap or disabilityAct; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; any claims under the Worker Adjustment and Retraining Notification Act of 1988 or any similar law, which requires, among other things, that advance notice be given of certain work force reductions; and all claims under the Employee Retirement Income Security Act of 1974, such as claims relating to pension, profit sharing, or health plan benefits, except as noted in the following paragraphamended; the Family and Medical Leave Act of 1993; all claims under any state Fair Employment Practices the Civil Rights Act as well as any other federalof April 9, state or local laws or regulations1866; all claims for alleged physical or personal injury or emotional distressthe Federal Occupation Safety and Health Act; and any other claims which could arise from employment or separation from employment, whether in express or implied contract (whether written or oral), or claims for breach of any covenant of good faith and fair dealing (express or implied), or in tort (including without limitation, defamation, assault, battery, false imprisonment, interference with contractual or advantageous business relationship, and invasion of privacy) or for wrongful or retaliatory discharge, whether based on common law or otherwisethe Chicago Human Rights Ordinance. The foregoing list is meant to be illustrative rather than inclusive. Nothing in I understand that I may revoke this Second Release shall prohibit me from filing a claim with, cooperating with, or participating in any investigation or proceeding conducted by, the federal Equal Employment Opportunity Commission or a state Fair Employment Practices Agency (although I acknowledge and agree that I shall not be able by sending written notice to recover any monetary benefits in connection with such claim or proceeding). I keep any right, however, that I may have to (1) receive severance benefits under the Executive Separation Pay Plan; (2) elect health care coverage under the federal continuation of health coverage law known as “COBRA,” or under any applicable state law concerning continuation of health coverage, unless I am ineligible for such coverage under such law; (3) exercise exercisable stock options in accordance with the applicable stock option agreements; (4) receive payouts in accordance with the applicable Performance Share Unit agreement, and (5) indemnification or advancement of expenses under applicable law, the Certificate of Incorporation or by-laws of the Company, any agreement between me and Attention: General Counsel, within seven days of the Company, or date I sign the Company’s officers’ and directors’ liability insurance policiesAgreement. This Second Release covers both claims that I know about and those I may not know about. I expressly give up and waive all rights afforded by any statute which limits the effect of a release with respect to claims that are presently unknown. I understand the significance of my release of unknown claims and my waiver of statutory protection against a release of unknown claims. This Second Release does not give up or waive any rights or claims, which arise after the date that this Second Release is signed by me. I have been given a period of at least twenty-one (21) calendar days from the date of my receipt of this Second Release to review and consider this Second Release before signing it. I may take as much of this period of time to consider this Second Release as I wish prior to signing it. I understand that if I sign this Second Release, it is in exchange for receiving the additional payments and the other benefits described in the Agreement. I acknowledge that I have received twenty-one (21) calendar days to review this Second Release from when it was first given to me. I acknowledge and agree that any changes made to this Second Release before I sign it will not entitle me to an additional twenty-one become effective until this seven day period has expired (21) calendar days to review the new version of this Second Release. I also understand that under no circumstances will Enhanced Severance be paid unless I sign this Second Release and deliver it to the Company within twenty-one (21) calendar days after the Termination Date and do not revoke the Second Release. I am hereby advised by the Company to consult with an attorney before signing this Second Release. I understand that whether or not to do so is my decision. I have not relied on any representations, promises, or agreements of any kind made to me in connection with my decision to sign this Second Release except for those set forth in the documents attached to or referred to by this Second Release. I may revoke or cancel this Second Release within seven (7) calendar days after I sign it. The last day on which this Second Release can be revoked is called the “Last Revocation Day.” Revocation can only be made by delivering a written notice Effective Date”). Approved and Accepted this day of revocation to , 2008. Xxxx X. Xxxxxxx, Senior Vice President, Human Resources at the Company’s Corporate Office, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000. For this revocation to be effective, a written notice of revocation must be sent on or before the Last Revocation Day for delivery to the foregoing address on the next business day. I acknowledge that this Second Release can be revoked only in its entirety and that once revoked, I will only receive the minimum severance payment and benefits described in Section 2.A of the Agreement and the other benefits that similarly situated employees who do not sign a Second Release receive. If I do not revoke this Second Release, it shall go into effect on the day after the Last Revocation Day and I will receive the additional severance payments described in Section 2.B. of the Agreement and the other benefits described therein. A finding that any term or provision of this Second Release is invalid, unlawful or unenforceable will not affect the remaining terms and provisions of this Second Release. This Second Release, and the documents referenced in or attached to this Second Release, set forth the entire agreement between me and the Company and supersede and render null and void any and all prior or contemporaneous oral or written understandings, statements, representations or promises pertaining to the matters set forth herein except for those set forth in the documents attached to or referred to by this Second Release and except for any and all previously agreed to noncompetition or confidentiality obligations to the Company to which I specifically agree to remain bound after signing this Second Release, including without limitation my obligations under the Xxxxxx Group Inc. Code of Business Ethics and Conduct. If I violate any part of the Agreement, I will be responsible for all costs incurred by the Company that flow from that violation, including the Company’s legal fees and other costs associated with any legal action that arises from that violation. If I violate any part of the Agreement, I will also be required to return all payments and reimburse the Company for all benefits provided to me in exchange for signing this Second Release, except for the sum of $500, which I agree constitutes ongoing valid consideration for this waiver and release. Agreed and accepted: Xxxxx X. Xxxxxx DateXxxxxxxxxxxx

Second Release. In exchange consideration for additional severance benefits to which I would not otherwise be entitled, set forth the Severance Benefits described in Section 2.B of the attached transition services agreement, I, Executive hereby fully, forever, irrevocably and separation agreement dated as unconditionally release, remise and discharge Playa Management USA, LLC, Playa Hotel & Resorts, N.V., Playa Resorts Management, LLC,, and their related affiliates, subsidiaries, parents, predecessors, and successors, and all of June 14, 2011 (the “Agreement”), the terms of which are incorporated by reference in this second release (this “Second Release”), I (and anyone acting on my behalf) agree to release every their respective past and present right or claim of any kind, whether legal, equitable or otherwise, against Xxxxxx Group Inc. (the “Company”), including, without limitation, any and all related entities, corporations, partnerships, subsidiaries, joint ventures and divisions of the Company. I give up such rights and claims against the Company, its employee benefit plans and anyone else related to the Company (such as, without limitation, the Company’s present and former employees, officers, directors, stockholders, representativespartners, agents and insurers). I agree that I executed this Second Release on my own behalf and also on behalf of any heirsmembers, executives, agents, representatives, successors plan administrators, attorneys, insurers and assigns fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that I have Executive ever had or now has against any or may have in all of the future. These rights and claims includeReleased Parties, including, but are not limited to, those that I may have any and all claims arising out of or relating to Executive’s employment with and/or separation from the Company, including, but not limited to, all claims under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964 and Executive Order 112461964, which prohibit discrimination in employment based on race, color, national origin, religion or sex; the Americans With Disabilities Act of 1990, which prohibits discrimination the Age Discrimination in employment based on a handicap or disability; the Equal Pay Employment Act, which prohibits paying men the Genetic Information Nondiscrimination Act of 2008, the Family and women unequal pay for equal work; any claims under Medical Leave Act, the Worker Adjustment and Retraining Notification Act, Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, the Rehabilitation Act of 1973, Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, Sections 1981 and 1983 of the Civil Rights Act of 1866, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Immigration Reform and Control Act, the Equal Pay Act, any local, state, federal or any similar foreign whistleblower statute, regulation, ordinance or law, which requiresincluding the Florida Whistleblower Act of 1986 and 1991, among other thingsthe Fair Labor Standards Act, that advance notice be given of certain work force reductions; the Consolidated Omnibus Reconciliation Act, the Occupational Safety and all claims under Health Act, the Employee Fair Credit Reporting Act, the Older Workers’ Benefits Protection Act, and the Executive Retirement Income Security Act of 1974, such the Florida Civil Rights Act, the Virginia Human Rights Act, the Virginians with Disabilities Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law, all as amended; any foreign, federal, state and/or local law, statute, regulation or ordinance prohibiting discrimination, retaliation and/or harassment or governing wage or commission payment claims; all common law claims relating to pensionincluding, profit sharingbut not limited to, or health plan benefitsactions in defamation, except as noted in the following paragraph; the Family intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and Medical Leave Act breach of 1993contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, and any claim or damage arising out of Executive’s employment with and/or separation from the Company (including a claim for retaliation) under any state Fair Employment Practices Act as well as common law theory or any other federal, state or local laws statute or regulationsordinance not expressly referenced above. Executive understands that, by releasing all of Executive’s legally waivable claims, known or unknown, against the Released Parties, Executive is releasing all of Executive’s rights to bring any claims against any of them based on any actions, decisions or events occurring through the date Executive signs this Agreement including the terms and conditions of Executive’s employment and the termination of Executive’s employment. Further, this release does not extend to, and has no effect upon: (i) any benefits that have accrued, and to which the Executive has become vested, under any employee benefit plan; all (ii) the Executive’s right to enforce the terms and conditions of this Agreement; or (iii) any claims which cannot be waived as a matter of law, such as claims for alleged physical unemployment benefit rights and workers' compensation. By signing below, Executive acknowledges and agrees that Executive has been paid for all salary, wages, and compensation earned through his last day worked, and that Executive is not entitled to receive, and shall not claim from the Company, any compensation, payments or personal injury benefits except for those payments and benefits that are expressly set forth in the attached Agreement. As a part of this Second General Release, Executive expressly agrees to the release of any rights or emotional distress; and any other claims which could arise from employment or separation from employmentarising out of the Age Discrimination in Employment Act (“ADEA,” 29 U.S.C. § 621, whether in express or implied contract (whether written or oralet seq.), or claims for breach of any covenant of good faith and fair dealing (express or implied), or in tort (including without limitation, defamation, assault, battery, false imprisonment, interference with contractual or advantageous business relationship, and invasion of privacy) or for wrongful or retaliatory discharge, whether based on common law or otherwise. The foregoing list is meant to be illustrative rather than inclusive. Nothing in this Second Release shall prohibit me from filing a claim with, cooperating with, or participating in any investigation or proceeding conducted by, the federal Equal Employment Opportunity Commission or a state Fair Employment Practices Agency (although I acknowledge and agree that I shall not be able to recover any monetary benefits in connection with such claim or proceeding). I keep any right, however, that I may have waiver: (a) Executive is hereby advised to (1) receive severance benefits under the Executive Separation Pay Planconsult with an attorney prior to signing this Second Release; (2b) elect health care coverage under the federal continuation of health coverage law known as “COBRA,” or under any applicable state law concerning continuation of health coverage, unless I am ineligible for such coverage under such law; (3) exercise exercisable stock options in accordance with the applicable stock option agreements; (4) receive payouts in accordance with the applicable Performance Share Unit agreement, and (5) indemnification or advancement of expenses under applicable law, the Certificate of Incorporation or by-laws of the Company, any agreement between me and the Company, or the Company’s officers’ and directors’ liability insurance policies. This Second Release covers both claims that I know about and those I may not know about. I expressly give up and waive all rights afforded by any statute which limits the effect of a release with respect to claims that are presently unknown. I understand the significance of my release of unknown claims and my waiver of statutory protection against a release of unknown claims. This Second Release does not give up or waive any rights or claims, which arise after the date that this Second Release is signed by me. I Executive shall have been given a period of at least twenty-one (21) calendar days from the date of my receipt of this Agreement and Second Release in which to review consider the terms of this Agreement and consider Second Release; and (c) Executive may revoke this Second Release before signing itat any time during the first seven (7) days following his execution of the Second Release (the “Revocation Period”) by notifying Xxxxx Xxxxx, the Company’s Vice President of Human Resources, in writing, and the waiver and release shall not be effective or enforceable until the seven (7) day period has expired. I As between Executive and the Released Parties, this Agreement does not constitute a waiver of any claim under the ADEA that may take as much arise after the date of the execution of this period Agreement. Executive understands that, by releasing all of time his legally waiveable claims, known or unknown, against the Released Parties, Executive is releasing all of his rights to consider bring any claims against any of them based on any actions, decisions or events occurring through the date of he signs this Second Release as I wish prior including the terms and conditions of his employment and the termination of his employment. Nothing in this Agreement shall be construed to prohibit Executive from contacting, filing a charge or participating in any proceeding or investigation by the Securities and Exchange Commission (“SEC”), U.S. Equal Employment Opportunity Commission (the “EEOC”), the Department of Labor (the “DOL”), the National Labor Relations Board (the “NLRB”), or any other federal state or local governmental agency or commission; provided, however, this Agreement waives Executive’s right to receive any monetary damages associated with any such charge, complaint, investigation or other action, with the exception of any award by the SEC. Executive further understands and agrees that he may be waiving significant legal rights by signing it. I understand that if I sign this Second Release, it is and represents that he has entered into this Release voluntarily, with a full understanding of and in exchange for receiving the additional payments agreement with all of its terms. Executive further acknowledges that he has read and the other benefits described in the Agreement. I acknowledge that I have received twenty-one (21) calendar days to review fully understands this Second Release from when it was first given to me. I acknowledge and agree that any changes made to this Second Release before I sign it will not entitle me to an additional twenty-one (21) calendar days to review the new version of this Second Release. I Executive also understand acknowledges that under no circumstances will Enhanced Severance be paid unless I sign this Second Release does not waive any claims that may arise after this Release is signed. Executive has been advised to, and deliver it to the Company within twenty-one (21) calendar days after the Termination Date and do not revoke the Second Release. I am hereby advised by the Company to has had an opportunity to, consult with an attorney before signing it. Any disputes or claims between the Company and Executive in any way concerning this Second General Release. I understand that whether , its enforcement or not any other matter relating thereto shall be submitted at the initiative of either Party to do so is my decision. I have not relied on any representations, promisesmandatory arbitration in the Commonwealth of Virginia before a single arbitrator under the Federal Arbitration Act and pursuant to the Commercial Arbitration Rules of the American Arbitration Association, or agreements its successor, then in effect. The decision of the arbitrator shall be rendered in writing, shall be final, and may be entered as a judgment in any kind made to me in connection with my decision to sign this Second Release except for those set forth court in the documents attached to Commonwealth of Virginia or referred to by this Second Release. I may revoke or cancel this Second Release within seven (7) calendar days after I sign itelsewhere. The last day on which this Second Release can be revoked is called the “Last Revocation Day.” Revocation can only be made by delivering a written notice of revocation to Xxxx X. Xxxxxxx, Senior Vice President, Human Resources at the Company’s Corporate Office, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000. For this revocation to be effective, a written notice of revocation must be sent on or before the Last Revocation Day for delivery Parties irrevocably consent to the foregoing address on jurisdiction of the next business dayfederal and state courts located in Virginia for this purpose. I acknowledge that this Second Release can Each Party shall be revoked only responsible for its or his own costs incurred in such arbitration and in enforcing any arbitration award, including attorneys’ fees and expenses. Notwithstanding the foregoing, the Company in its entirety sole and that once revokedabsolute discretion, I will only receive may bring an action in any court of competent jurisdiction to seek injunctive relief, for damages and such other relief as the minimum severance payment and benefits described in Company shall elect to enjoin, enforce, or seek recovery for the breach of Executive’s covenants under Section 2.A 4 of the Agreement or the Offer Letter. Such covenants shall be construed as agreements independent of any other provisions of the Offer Letter and the other benefits that similarly situated employees who do existence of any claim or cause of action Executive may have against the Company, whether based on this Agreement or otherwise, shall not sign constitute a Second Release receive. If I do not revoke this Second Release, it shall go into effect on defense to the day after the Last Revocation Day and I will receive the additional severance payments described in Section 2.B. of the Agreement and the other benefits described therein. A finding that any term or provision of this Second Release is invalid, unlawful or unenforceable will not affect the remaining terms and provisions of this Second Release. This Second Release, and the documents referenced in or attached to this Second Release, set forth the entire agreement between me and enforcement by the Company and supersede and render null and void of such covenants. Executive understands that this document is a complete release of any and all prior existing claims, known or contemporaneous oral or written understandingsunknown, statementswhich he may have against the Released Parties. EXECUTIVE: WITNESS: Print Name: Print Name: Dated:___________________ Exhibit B Summary of Treatment of Outstanding Equity Awards Grant Date Award Type # of Original Shares Treatment upon Termination Date per Award Agreement May 16, representations or promises pertaining 2017 Transaction shares 32,500 Forfeit May 26, 2017 Time-vesting shares 14,734 Pro rata vesting per award agreement formula7,198 shares vesting at Nov. 11, 2018 May 26, 2017 Performance-vesting shares 14,734 Pro rata vesting per award agreement formula, subject to the matters set forth herein except for those set forth in the documents attached to or referred to by this Second Release 2017-2019 performance results14,600 shares remain outstanding and except for any and all previously agreed to noncompetition or confidentiality obligations to the Company to which I specifically agree to remain bound after signing this Second Release, including without limitation my obligations under the Xxxxxx Group Inc. Code of Business Ethics and Conduct. If I violate any part of the Agreement, I will be responsible adjusted for all costs incurred by the Company that flow from that violation2017-2019 EBITDA and TSR performance, including the Company’s legal fees and other costs associated with any legal action that arises from that violation. If I violate any part of the Agreementto be vested in early 2020 January 2, I will also be required to return all payments and reimburse the Company for all benefits provided to me in exchange for signing this Second Release2018 Time-vesting shares 15,272 Forfeit January 2, except for the sum of $500, which I agree constitutes ongoing valid consideration for this waiver and release. Agreed and accepted: Xxxxx X. Xxxxxx Date2018 Performance-vesting shares 15,272 Forfeit

Second Release. In exchange for additional severance benefits to which I would not otherwise be entitled, set forth in Section 2.B consideration of the attached transition services and separation agreement dated as payments specified in Option 1 of June 14Paragraph 1 of my Transition Employment Agreement of , 2011 2008 with the Company (the “Agreement”), upon the terms Effective Date as defined below, I, on behalf of which are incorporated by reference in this second myself and my heirs, executors, administrators, assigns, successors and legal representatives, release (this “Second Release”), I (and anyone acting on my behalf) agree to release every past and present right or claim of any kind, whether legal, equitable or otherwise, against Xxxxxx Group Inc. (the “Company”), including, without limitation, any and all related entities, corporations, partnerships, subsidiaries, joint ventures and divisions of the Company. I give up such rights and claims against forever discharge the Company, its employee benefit plans affiliates, parent or subsidiary entities or corporations, and anyone else related to the Company (such as, without limitation, the Company’s present its and former employees, their officers, directors, stockholdersshareholders, representatives, agents and insurers). I agree that I executed this Second Release on my own behalf and also on behalf of any heirsemployees, agents, representatives, insurers, successors and assigns that (“Company Affiliates”), from any and all claims, liabilities, demands, sums of money, agreements, promises, damages, sums of money, costs or expenses, attorneys fees, causes of action and liabilities of any kind or character whatsoever, including all known and unknown claims, arising after the date of the Agreement and before the Effective Date (as hereafter defined), which I now have now or may hereafter have against the Company or any Company Affiliate (other than the obligations described in the futureAgreement). These rights and My release includes any claims include, but are not limited to, those that or causes of action I may might have under any local, federal or state law, including the Illinois Human Rights Act; the Federal Age Discrimination in Employment ActAct of 1967, which prohibits age discrimination in employmentas amended; Title VII of the Civil Rights Act of 1964 and Executive Order 112461964, which prohibit discrimination in employment based on race, color, national origin, religion or sexas amended; the Americans With [Employee] Date Page 7 with Disabilities Act of 1990, which prohibits discrimination in employment based on a handicap or disabilityAct; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; any claims under the Worker Adjustment and Retraining Notification Act of 1988 or any similar law, which requires, among other things, that advance notice be given of certain work force reductions; and all claims under the Employee Retirement Income Security Act of 1974, such as claims relating to pension, profit sharing, or health plan benefits, except as noted in the following paragraphamended; the Family and Medical Leave Act of 1993; all claims under any state Fair Employment Practices the Civil Rights Act as well as any other federalof April 9, state or local laws or regulations1866; all claims for alleged physical or personal injury or emotional distressthe Federal Occupation Safety and Health Act; and any other claims which could arise from employment or separation from employment, whether in express or implied contract (whether written or oral), or claims for breach of any covenant of good faith and fair dealing (express or implied), or in tort (including without limitation, defamation, assault, battery, false imprisonment, interference with contractual or advantageous business relationship, and invasion of privacy) or for wrongful or retaliatory discharge, whether based on common law or otherwisethe Chicago Human Rights Ordinance. The foregoing list is meant to be illustrative rather than inclusive. Nothing in I understand that I may revoke this Second Release shall prohibit me from filing a claim with, cooperating with, or participating in any investigation or proceeding conducted by, the federal Equal Employment Opportunity Commission or a state Fair Employment Practices Agency (although I acknowledge and agree that I shall not be able by sending written notice to recover any monetary benefits in connection with such claim or proceeding). I keep any right, however, that I may have to (1) receive severance benefits under the Executive Separation Pay Plan; (2) elect health care coverage under the federal continuation of health coverage law known as “COBRA,” or under any applicable state law concerning continuation of health coverage, unless I am ineligible for such coverage under such law; (3) exercise exercisable stock options in accordance with the applicable stock option agreements; (4) receive payouts in accordance with the applicable Performance Share Unit agreement, and (5) indemnification or advancement of expenses under applicable law, the Certificate of Incorporation or by-laws of the Company, any agreement between me and Attention: General Counsel, within seven days of the Company, or date I sign the Company’s officers’ and directors’ liability insurance policiesAgreement. This Second Release covers both claims that I know about will not become effective until this seven day period has expired (the “Effective Date”). Approved and those I may not know aboutAccepted this day of , 2008. I expressly give up and waive all rights afforded by any statute which limits the effect of a release _______________________________ Employee [DEERFIELD CAPITAL LETTERHEAD] [date], 2008 [Employee Name] Re: Transition Employment Agreement Dear : This letter (our “Agreement”) will confirm our understanding with respect to claims that are presently unknown. I understand the significance your termination as an employee of my release of unknown claims and my waiver of statutory protection against a release of unknown claims. This Second Release does not give up or waive any rights or claims, which arise after the date that this Second Release is signed by me. I have been given a period of at least twenty-one Deerfield Capital Management LLC (21) calendar days from the date of my receipt of this Second Release to review and consider this Second Release before signing it. I may take as much of this period of time to consider this Second Release as I wish prior to signing it. I understand that if I sign this Second Release, it is in exchange for receiving the additional payments and the other benefits described in the Agreement. I acknowledge that I have received twenty-one (21) calendar days to review this Second Release from when it was first given to me. I acknowledge and agree that any changes made to this Second Release before I sign it will not entitle me to an additional twenty-one (21) calendar days to review the new version of this Second Release. I also understand that under no circumstances will Enhanced Severance be paid unless I sign this Second Release and deliver it to the Company within twenty-one (21) calendar days after the Termination Date and do not revoke the Second Release. I am hereby advised by the Company to consult with an attorney before signing this Second Release. I understand that whether or not to do so is my decision. I have not relied on any representations, promises, or agreements of any kind made to me in connection with my decision to sign this Second Release except for those set forth in the documents attached to or referred to by this Second Release. I may revoke or cancel this Second Release within seven (7) calendar days after I sign it. The last day on which this Second Release can be revoked is called the “Last Revocation Day.” Revocation can only be made by delivering Company”) as a written notice result of revocation to Xxxx X. Xxxxxxx, Senior Vice President, Human Resources at the Company’s Corporate Office, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000a reduction in force. For this revocation to be effective, a written notice of revocation must be sent on or before the Last Revocation Day for delivery to the foregoing address on the next business day. I You acknowledge that this Second Release can be revoked Agreement is intended only in its entirety to resolve matters relating to your employment with the Company and that once revoked, I will only receive the minimum severance payment and benefits described in Section 2.A is not an admission of the Agreement and the other benefits that similarly situated employees who do not sign a Second Release receive. If I do not revoke this Second Release, it shall go into effect fault or liability on the day after part of you or the Last Revocation Day and I will receive Company. Subject to your continuing to comply with the additional severance payments described in Section 2.B. of the Agreement and the other benefits described therein. A finding that any term or provision terms of this Second Release is invalidAgreement, unlawful or unenforceable will not affect the remaining terms and provisions of this Second Release. This Second Release, and the documents referenced in or attached to this Second Release, set forth the entire agreement between me you and the Company and supersede and render null and void any and all prior or contemporaneous oral or written understandings, statements, representations or promises pertaining to the matters set forth herein except for those set forth in the documents attached to or referred to by this Second Release and except for any and all previously agreed to noncompetition or confidentiality obligations to the Company to which I specifically agree to remain bound after signing this Second Release, including without limitation my obligations under the Xxxxxx Group Inc. Code of Business Ethics and Conduct. If I violate any part of the Agreement, I will be responsible for all costs incurred by the Company that flow from that violation, including the Company’s legal fees and other costs associated with any legal action that arises from that violation. If I violate any part of the Agreement, I will also be required to return all payments and reimburse the Company for all benefits provided to me in exchange for signing this Second Release, except for the sum of $500, which I agree constitutes ongoing valid consideration for this waiver and release. Agreed and accepted: Xxxxx X. Xxxxxx Dateas follows: