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.

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 chargesclaims (including, complaintsbut not limited to, claimsthose relating to attorney fees), 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, whether known or unknown, whether in law and regardless of type, cause or equity and whether arising under federal, state or local lawnature, which the Releasors Executive had, now has, or hereafter may have, arising from the Executive’s employment with the Company to date or may have his termination therefrom as provided under this Agreement, including, without limitation, all claims arising in relation to salary, vacation, insurance, bonus, equity (including, but not limited to, all outstanding options granted to the Executive pursuant to the stock option plans and/or award agreements of the Company, its parent or 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 as a result of any facts or circumstances currently existing or which may have existed in to the past 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 this Agreement (including, without limitation, Sections 3 through 7 above), or any vested rights that the Executive has under the Company’s employee benefit plans (including, 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 represents to the Company that he has not knowingly engaged in any activity in connection with his employment by the Company that would give rise to a claim by the Company, its affiliates and 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 matters 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 by or service with the Company), but excluding any Claims arising from any action Company to enforce the Company’s obligations date or his termination therefrom as provided under this Agreement, except to 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 extent that if he or any other Releasor should hereafter make any claim or demand or commence or threaten such waiver would be contrary 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’ feeslaw.