Common use of Waiver and Release Agreement Clause in Contracts

Waiver and Release Agreement. 1. In consideration for the severance benefits to be provided to me under Section 2 of the Non-Competition, Non-Solicitation and Non-Disparagement Agreement between me and FSC CT, Inc. (the “Company”) dated as of [_____], 2014 (hereinafter referred to as the “Non-Competition Agreement Agreement”) and accelerated vesting of the Options and RSUs as provided for in Annex A to the letter agreement between me and the Company dated as of [_____], 2014 (hereinafter referred to as the “Employment Agreement”), I, Ixxxxx X. Xxxxxxxx, on behalf of myself and my heirs, executors, administrators, attorneys and assigns, hereby waive, release and forever discharge FSC CT, Inc., Fifth Street Management LLC, Fifth Street Asset Management Inc. (“FSAM”), Fifth Street Holdings, L.P., Fifth Street Finance Corp., Fifth Street Senior Floating Rate Corp., Fifth Street Senior Loan Fund I Operating Entity, LLC, Fifth Street Senior Loan Fund II Operating Entity, LLC, Fifth Street Credit Opportunities Fund, L.P., Fifth Street Mezzanine Partners II, L.P., Fifth Street Capital LLC, Fifth Street Capital West, Inc., FSC, Inc., FSC Midwest, Inc., and any entities formed after the date hereof which engage any such entity to provide services, and any affiliates of such entities formed after the date hereof together with each of their respective subsidiaries, divisions and affiliates, whether direct or indirect, their respective joint ventures and joint venturers (including each of their respective directors, officers, employees, stockholders, partners and agents, past, present, and future), and each of their respective successors and assigns, members, branches, divisions, business units or groups, portfolio companies, agencies, predecessors, successors, assigns, any employee benefit plans established or maintained by any of the foregoing entities and each and all of their past, present or future officers, directors, employees, partners, members, trustees, plan administrators, agents, fiduciaries, shareholders, attorneys, representatives and advisors (hereinafter collectively referred to as “Releasees”), from any and all known or unknown actions, causes of action, claims or liabilities of any kind which have been or could be asserted against the Releasees, including, without limitation, those arising out of or related to my employment with and/or separation from employment with the Company and/or any of the other Releasees up to and including the date of this Waiver and Release Agreement, including but not limited to claims, actions, causes of action or liabilities arising under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, as amended, the Connecticut Fair Employment Practices Act, the Connecticut Human Rights and Opportunities Act, the Connecticut Equal Pay Law, the Connecticut Family and Medical Leave Act, the Connecticut Whistleblower Protection Law, the Connecticut Worker’s Compensation Retaliation Law, Connecticut Age Discrimination and Employee Benefits Law, the Connecticut Employment Privacy Law, the Connecticut Wage Payment Laws, the Connecticut Occupational Safety and Health Act, the New York Labor Law, the New York State and New York City Human Rights Laws, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act, the Americans with Disabilities Act, The Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (other than with respect to any vested benefit as of the date of termination of employment), the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act and the Fair Labor Standards Act, and all other Federal, state or local laws. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in the Employment Agreement.

Waiver and Release Agreement. 1. In consideration for the severance benefits to be provided to me under Section 2 of the Non-Competition, Non-Solicitation and Non-Disparagement Agreement between me and FSC CT, Inc. (the “Company”) dated as of [_____], 2014 (hereinafter referred to as the “Non-Competition Agreement Agreement”) and accelerated vesting of the Options and RSUs as provided for in Annex A to the letter agreement between me and the Company dated as of [_____], 2014 (hereinafter referred to as the “Employment Agreement”), I, Ixxxxx Axxxxxxxx X. XxxxxxxxXxxxx, on behalf of myself and my heirs, executors, administrators, attorneys and assigns, hereby waive, release and forever discharge FSC CT, Inc., Fifth Street Management LLC, Fifth Street Asset Management Inc. (“FSAM”), Fifth Street Holdings, L.P., Fifth Street Finance Corp., Fifth Street Senior Floating Rate Corp., Fifth Street Senior Loan Fund I Operating Entity, LLC, Fifth Street Senior Loan Fund II Operating Entity, LLC, Fifth Street Credit Opportunities Fund, L.P., Fifth Street Mezzanine Partners II, L.P., Fifth Street Capital LLC, Fifth Street Capital West, Inc., FSC, Inc., FSC Midwest, Inc., and any entities formed after the date hereof which engage any such entity to provide services, and any affiliates of such entities formed after the date hereof together with each of their respective subsidiaries, divisions and affiliates, whether direct or indirect, their respective joint ventures and joint venturers (including each of their respective directors, officers, employees, stockholders, partners and agents, past, present, and future), and each of their respective successors and assigns, members, branches, divisions, business units or groups, portfolio companies, agencies, predecessors, successors, assigns, any employee benefit plans established or maintained by any of the foregoing entities and each and all of their past, present or future officers, directors, employees, partners, members, trustees, plan administrators, agents, fiduciaries, shareholders, attorneys, representatives and advisors (hereinafter collectively referred to as “Releasees”), from any and all known or unknown actions, causes of action, claims or liabilities of any kind which have been or could be asserted against the Releasees, including, without limitation, those arising out of or related to my employment with and/or separation from employment with the Company and/or any of the other Releasees up to and including the date of this Waiver and Release Agreement, including but not limited to claims, actions, causes of action or liabilities arising under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, as amended, the Connecticut Fair Employment Practices Act, the Connecticut Human Rights and Opportunities Act, the Connecticut Equal Pay Law, the Connecticut Family and Medical Leave Act, the Connecticut Whistleblower Protection Law, the Connecticut Worker’s Compensation Retaliation Law, Connecticut Age Discrimination and Employee Benefits Law, the Connecticut Employment Privacy Law, the Connecticut Wage Payment Laws, the Connecticut Occupational Safety and Health Act, the New York Labor Law, the New York State and New York City Human Rights Laws, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act, the Americans with Disabilities Act, The Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (other than with respect to any vested benefit as of the date of termination of employment), the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act and the Fair Labor Standards Act, and all other Federal, state or local laws. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in the Employment Agreement.

Waiver and Release Agreement. 1. In consideration for the severance benefits to be provided to me under Section 2 of the Non-Competition, Non-Solicitation and Non-Disparagement Agreement between me and FSC CT, Inc. (the “Company”) dated as of [_____], 2014 (hereinafter referred to as the “Non-Competition Agreement Agreement”) and accelerated vesting of the Options and RSUs as provided for in Annex A to the letter agreement between me and the Company dated as of [_____], 2014 (hereinafter referred to as the “Employment Agreement”), I, Ixxxxx Bxxxxxx X. XxxxxxxxXxxxxx, on behalf of myself and my heirs, executors, administrators, attorneys and assigns, hereby waive, release and forever discharge FSC CT, Inc., Fifth Street Management LLC, Fifth Street Asset Management Inc. (“FSAM”), Fifth Street Holdings, L.P., Fifth Street Finance Corp., Fifth Street Senior Floating Rate Corp., Fifth Street Senior Loan Fund I Operating Entity, LLC, Fifth Street Senior Loan Fund II Operating Entity, LLC, Fifth Street Credit Opportunities Fund, L.P., Fifth Street Mezzanine Partners II, L.P., Fifth Street Capital LLC, Fifth Street Capital West, Inc., FSC, Inc., FSC Midwest, Inc., and any entities formed after the date hereof which engage any such entity to provide services, and any affiliates of such entities formed after the date hereof together with each of their respective subsidiaries, divisions and affiliates, whether direct or indirect, their respective joint ventures and joint venturers (including each of their respective directors, officers, employees, stockholders, partners and agents, past, present, and future), and each of their respective successors and assigns, members, branches, divisions, business units or groups, portfolio companies, agencies, predecessors, successors, assigns, any employee benefit plans established or maintained by any of the foregoing entities and each and all of their past, present or future officers, directors, employees, partners, members, trustees, plan administrators, agents, fiduciaries, shareholders, attorneys, representatives and advisors (hereinafter collectively referred to as “Releasees”), from any and all known or unknown actions, causes of action, claims or liabilities of any kind which have been or could be asserted against the Releasees, including, without limitation, those arising out of or related to my employment with and/or separation from employment with the Company and/or any of the other Releasees up to and including the date of this Waiver and Release Agreement, including but not limited to claims, actions, causes of action or liabilities arising under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, as amended, the Connecticut Fair Employment Practices Act, the Connecticut Human Rights and Opportunities Act, the Connecticut Equal Pay Law, the Connecticut Family and Medical Leave Act, the Connecticut Whistleblower Protection Law, the Connecticut Worker’s Compensation Retaliation Law, Connecticut Age Discrimination and Employee Benefits Law, the Connecticut Employment Privacy Law, the Connecticut Wage Payment Laws, the Connecticut Occupational Safety and Health Act, the New York Labor Law, the New York State and New York City Human Rights Laws, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act, the Americans with Disabilities Act, The Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (other than with respect to any vested benefit as of the date of termination of employment), the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act and the Fair Labor Standards Act, and all other Federal, state or local laws. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in the Employment Agreement.