Common use of Waiver and Release by the Executive Clause in Contracts

Waiver and Release by the Executive. (a) In consideration of the payments and benefits set forth in this Agreement, except for the payment and benefits expressly provided herein, the Executive, for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Price Legacy Entities and their trustees, officers, affiliates, agents, and former and current employees and directors, and their successors, executors and assigns, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) (collectively, “Claims”) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law, which the Releasors had, now have, or may have in the future as a result of any facts or circumstances currently existing or which may have existed in the past (including, without limitation, any and all matters arising from the Executive’s employment by or service with the Company), but excluding any Claims arising from any action to enforce the Company’s obligations under this Agreement, the Master Separation Agreement or any other agreement or instrument entered into and delivered under this Agreement or the Master Separation Agreement, against each or any of the Releasees (collectively, the “Released Claims”). The Executive acknowledges and agrees that if he or any other Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of this Section 10(a), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable Releasee may recover from the Executive all costs incurred in connection with such action, claim or proceeding, including attorneys’ fees. (b) With respect to any and all Released Claims, the Executive stipulates and agrees that, upon execution of this Agreement, Releasors shall be deemed to have expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. The Releasors, upon execution of this Agreement, shall be deemed to have waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to Section 1542 of the California Civil Code. The Releasors may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but each Releasor, upon the execution of this Agreement by the Executive, shall be deemed to have fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. (c) The Executive affirms that he has been represented by counsel in connection with the negotiation and execution of this Agreement and the waiver and release in Section 10(a). (d) THE EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Waiver and Release by the Executive. (a) In consideration of the payments and benefits set forth in this Agreement, except for the payment and benefits expressly provided herein, the Executive, for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Price Legacy Entities and their trustees, officers, affiliates, agents, and former and current employees and directors, and their successors, executors and assigns, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) (collectively, “Claims”) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law, which the Releasors had, now have, or may have in the future as a result of any facts or circumstances currently existing or which may have existed in the past (including, without limitation, any and all matters arising from the Executive’s employment by or service with the Company), but excluding any Claims arising from any action to enforce the Company’s obligations under this Agreement, the Master Separation Agreement or any other agreement or instrument entered into and delivered under this Agreement or the Master Separation Agreement, against each or any of the Releasees (collectively, the “Released Claims”). The Executive acknowledges and agrees that if he or any other Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of this Section 10(a), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable Releasee may recover from the Executive all costs incurred in connection with such action, claim or proceeding, including attorneys’ fees. (b) With respect to any and all Released Claims, the Executive stipulates and agrees that, upon execution of this Agreement, Releasors shall be deemed to have expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. The Releasors, upon execution of this Agreement, shall be deemed to have waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to Section 1542 of the California Civil Code. The Releasors may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but each Releasor, upon the execution of this Agreement by the Executive, shall be deemed to have fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts.: (c) The Executive affirms that he has been represented by counsel in connection with the negotiation and execution of this Agreement and the waiver and release in Section 10(a). (d) THE EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Waiver and Release by the Executive. (a) In consideration of Subject to the payments and benefits exceptions set forth in this Agreement, except for the payment and benefits expressly provided hereinbelow, the Executive, for himself, his on behalf of himself and all heirs, administrators, personal representatives, executors, successors and assigns (collectively “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Price Legacy Entities and their trustees, officers, affiliates, agents, and former and current employees and directors, and their successors, executors and assigns, including without limitation all persons acting byforever and unconditionally waives, throughreleases and discharges the Company, under or its parent and subsidiary corporations, predecessors and successors and their respective subsidiaries and affiliates and, in concert with any of them their capacities as such, their respective officers, directors, employees, stockholders, agents and representatives (collectivelyeach a Releasee and together, “the Releasees”), ) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses claims (including attorneys’ fees and costs) (collectively, “Claims”) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law, which the Releasors had, now have, or may have in the future as a result of any facts or circumstances currently existing or which may have existed in the past (including, without limitation, any and all matters arising from the Executive’s employment by or service with the Company), but excluding any Claims arising from any action to enforce the Company’s obligations under this Agreement, the Master Separation Agreement or any other agreement or instrument entered into and delivered under this Agreement or the Master Separation Agreement, against each or any of the Releasees (collectively, the “Released Claims”). The Executive acknowledges and agrees that if he or any other Releasor should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of this Section 10(a), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable Releasee may recover from the Executive all costs incurred in connection with such action, claim or proceeding, including attorneys’ fees. (b) With respect to any and all Released Claims, the Executive stipulates and agrees that, upon execution of this Agreement, Releasors shall be deemed to have expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. The Releasors, upon execution of this Agreement, shall be deemed to have waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to Section 1542 of the California Civil Code. The Releasors may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but each Releasor, upon the execution of this Agreement by the Executive, shall be deemed to have fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct those relating to attorney fees), whether known or unknown, and regardless of type, cause or nature, which is negligentthe Executive had, intentional, with or without malicenow has, or a breach of any dutyhereafter may have, law arising from the Executive’s employment with the Company to date or rulehis termination therefrom as provided under this Agreement, including, without regard limitation, all claims arising in relation to salary, vacation, insurance, bonus, equity (including, but not limited to, all outstanding options granted to the subsequent discovery Executive pursuant to the stock option plans and/or award agreements of the Company, its parent or existence subsidiary corporations or affiliates or otherwise) and all other benefit plans, all federal and state anti-discrimination (including the Age Discrimination in Employment Act (ADEA)), civil rights and human rights laws; provided, however, that this waiver and release shall not apply with respect to a claim arising in the future to the extent that such waiver and release would be contrary to applicable law (including, without limitation, ADEA). Notwithstanding the foregoing, the Executive does not waive any rights that the Executive had, now has or may hereafter have to enforce the payment and other terms of such different this Agreement (including, without limitation, Sections 3 through 7 above), or additional facts. any vested rights that the Executive has under the Company’s employee benefit plans (cincluding, without limitation, the 401(k) Plan). The Executive’s right to receive the protection of indemnification and/or contribution as an officer, director and/or employee of the Company with respect to any liability incurred by the Executive as an officer, director or employee of the Company, as well as the Executive’s right to coverage under any Company liability insurance policies is expressly excluded from the foregoing release and, in each case, shall remain in effect. Waiver and Release by the Company. The Executive affirms represents to the Company that he has been represented by counsel not knowingly engaged in any activity in connection with his employment by the negotiation Company that would give rise to a claim by the Company, its affiliates and execution their respective shareholders against the Executive. Subject to the accuracy of the Executive’s representation, the Company, on behalf of itself and its parent and subsidiary corporations, and predecessors, successors and assigns, hereby forever and unconditionally waives, releases and discharges Executive and his heirs, personal representatives and assigns from any and all claims, whether known or unknown, and regardless of the type, cause or nature, that the Company and its parent and subsidiary corporations, and predecessors and successors and assigns had, now have or may hereafter have against the Executive arising from the Executive’s employment with the Company to date or his termination therefrom as provided under this Agreement and Agreement, except to the extent that such waiver and release in Section 10(a)would be contrary to applicable law. (d) THE EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.