Common use of Waiver and Release of Claims Clause in Contracts

Waiver and Release of Claims. Executive hereby acknowledges and agrees to hereby irrevocably waive, release and forever discharge the Company and its current and former parents, subsidiaries and affiliates, and their respective current and former successors, assigns, representatives, agents, attorneys, equity holders, lenders, officers, directors and employees, both individually and in their official capacities (collectively, the “Releasees”) from all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages, expenses, claims or demands, in law or in equity, which Executive ever had or now has, or which may arise in the future, regarding any matter arising on or before the date of Executive’s execution of this Agreement, including but not limited to all claims (whether known or unknown) regarding Executive’s employment with the Company or any other Releasee or the termination thereof, any contract (express or implied), any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, citizenship, handicap, disability, genetic information or other protected characteristic under federal, state or local law, or retaliation, including any claim, asserted or unasserted, which could arise under Title VII of the Civil Rights Act of 1964; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; the Civil Rights Act of 1866,42 U.S.C. § 1981; the Civil Rights Act of 1871; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act of 1973; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act of 1988; the Genetic Information Nondiscrimination Act of 2008; and any other federal, state or local laws, rules or regulations, including, without limitation, all laws, rules or regulations relating to employment, termination of employment or otherwise, or any right under any Company pension, welfare, or stock plans; provided, however, that (i) Executive does not waive his right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, and (ii) the released claims do not include (A) claims which by law may not be released, (B) any claims that Executive may have against any Releasees as of the date of your execution of this Agreement of which you are not aware as of such date because of willful concealment by the applicable Releasee, or (C) claims that directly or indirectly result from any illegal conduct, act of fraud, theft, embezzlement, violation of regulation or law or other willful gross misconduct committed by an Releasee. This Agreement may not be cited as, and does not constitute any admission by any Releasee of, any violation of any such law or legal obligation with respect to any aspect of your employment or the termination thereof. Nothing in this Agreement shall be construed to prevent you from filing a charge, testifying, assisting, or participating in any manner in an investigation, hearing or proceeding; responding to any inquiry; or otherwise communicating with, any administrative or regulatory agency or authority, including, but not limited to, the Equal Employment Opportunity Commission (EEOC) and the National Labor Relations Board (NLRB); provided, however, that, by signing this Agreement, Executive waives his right to recover any damages or obtain any other individual relief through any such claim or proceeding, except to the extent such waiver of individual relief is prohibited by applicable law. Executive represents and agrees that Executive has not filed any lawsuits or arbitrations against any of the Releasees, or filed or caused to be filed any charges or complaints against any Releasee in any administrative, judicial, arbitral or other forum with any municipal, state or federal agency charged with the enforcement of any law, and that you are not aware of any factual or legal basis for any legitimate claim that any Releasee is in violation of any whistleblower, corporate compliance, or other regulatory obligation of any Releasee under international, federal, state or local law, rule or policy of such Releasee. Executive further represents, warrants, and agrees that if Executive was ever aware of any such basis for a legitimate claim against any Releasee, Executive have informed the Company of same.

Waiver and Release of Claims. Executive By signing this Agreement, Employee agrees that the payments described above are adequate consideration for the release of the claims described in this Agreement. Employee further agrees that Employee is acting of his own free will, voluntarily and on behalf of himself, his heirs, administrators, executors, successors and assigns. Employee hereby acknowledges and agrees to hereby irrevocably waive, release fully and forever discharge the relieves, releases and completely discharges Company and its current and former parentsparent, subsidiaries and subsidiaries, affiliates, and their respective current and former successors, assigns, representatives, agents, attorneys, equity holders, lendersdirectors, officers, directors and employees, both individually volunteers, shareholders, members, their insurers and in their official capacities agents and each of them (collectively, the “ReleaseesCompany Released Parties”) ), from any and all debts, obligations, promisesclaims, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of actiondemands, judgments, or causes of action of any kind whatsoever, in tort, contract, by statute, or on any other basis, for compensatory, punitive, or other damages, expenses, claims or demands, in law or in equity, which Executive ever had or now hasreimbursements, or which may arise in the futurecosts of any kind, regarding any matter arising on whether known or before the date of Executive’s execution of this Agreementunknown, including suspected or unsuspected, including, but not limited to any and all claims (whether known or unknown) regarding Executiveclaims, demands, rights, and/or causes of action arising out of Employee’s employment with the Company or any other Releasee or the termination thereofCompany, including, but not limited to, any contract (express or implied), any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, citizenship, handicap, disability, genetic information or other protected characteristic under federal, state or local law, or retaliation, including any claim, asserted or unassertedunasserted employment discrimination or violations of civil rights such as, which could arise but not limited to, those arising under Title VII of the Civil Rights Act of 1964; , as amended, the Civil Rights Act of 1991, as amended, The Americans With Disabilities Act of 1990, as amended, Executive Order 11246, the Equal Pay Act of 1963; , as amended, the Age Discrimination in Employment Rehabilitation Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; the Civil Rights Act of 1866,42 U.S.C. § 1981; the Civil Rights Act of 1871; 1973, the Employee Retirement Income Security Act of or 1974; the Rehabilitation Act of 1973; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1991; the , as amended (ERISA), The Worker Adjustment and Retraining Notification Act of 1988; Act, as amended, Fair Labor Standards Act, as amended, the Genetic Information Nondiscrimination Act of 2008; Older Workers Benefit Protection Act, as amended, The Family and Medical Leave Act, as amended, or any other applicable federal, state state, or local laws, rules regulations or regulations, including, without limitation, all laws, rules or regulations relating to employment, termination of ordinance prohibiting employment or otherwise, or any right under any Company pension, welfare, or stock plans; provided, however, that (i) Executive does not waive his right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002discrimination, or any other whistleblower protection provisions claim (except claims under the Age Discrimination in Employment Act, which are addressed in paragraph 6 below), whether statutory, regulatory or based on common law. The intent of this Agreement is to release all claims Employee may have against Company and the Released Parties, including but not limited to those arising: (i) by reason of Employee’s employment with Company or his separation from employment or the circumstances related to the separation; (ii) by reason of any other matter, cause, or thing whatsoever, from the first date of employment to the date of execution of this Agreement; (iii) out of claims for breach of contract, mental pain, suffering and anguish, emotional upset, impairment of economic opportunities, unlawful interference with employment or contractual rights, defamation, intentional or negligent infliction of emotional distress, fraud, wrongful termination, wrongful discharge in violation of public policy, personal injury, constructive discharge, breach of any express or implied covenant of good faith and fair dealing, that the Company has dealt with Employee unfairly or in bad faith, and any other statutory, contract or tort claim of any nature, whether arising under state or law, federal law or regulationthe laws of any foreign jurisdiction. Employee represents and warrants to Company that he has not given, and sold or otherwise assigned any portion of any claim discussed in this Agreement to anyone. This Agreement does not waive, release or otherwise discharge (iia) the released claims do not include (A) claims which by law may any claim or cause of action that cannot be releasedlegally waived by private agreement between Employee and Company, (Bb) any claims that Executive may have against vested benefits provided under the terms of any Releasees as of the date of your execution of this Agreement of which you are not aware as of such date because of willful concealment by the employee benefit plan applicable Releaseeto Employee, or (Cc) claims that directly any claim or indirectly result from any illegal conductcause of action to enforce Employee’s rights under this Agreement. In addition, act of fraud, theft, embezzlement, violation of regulation or law or other willful gross misconduct committed by an Releasee. This Agreement may not be cited as, and does not constitute any admission by any Releasee of, any violation of any such law or legal obligation with respect to any aspect of your employment or the termination thereof. Nothing in this Agreement shall be construed will not release, waive or discharge any rights or claims Employee may have that arise from actions or omissions after this Agreement is signed by Employee. Employee has the right to prevent you from filing file a charge, testifying, assisting, charge with or participating in any manner participate in an investigation, hearing or proceeding; responding to any inquiry; or otherwise communicating with, any administrative or regulatory agency or authority, including, but not limited to, investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) and the National Labor Relations Board (NLRB); provided, however, that, by signing this Agreement, Executive waives his right to recover or any damages or obtain any other individual relief through any such claim or proceeding, except to the extent such waiver of individual relief is prohibited by applicable law. Executive represents and agrees that Executive has not filed any lawsuits or arbitrations against any of the Releasees, or filed or caused to be filed any charges or complaints against any Releasee in any administrative, judicial, arbitral or other forum with any municipal, state or federal agency charged with the enforcement of any law, and that you are not aware of any factual or legal basis for any legitimate claim that any Releasee is in violation of any whistleblower, corporate compliance, or other regulatory obligation of any Releasee under international, federal, state or local lawfair employment practices agency; however, rule Employee waives any right to monetary recovery or policy of such Releasee. Executive further represents, warrants, and agrees that if Executive was ever aware of other relief should the EEOC or any such basis for other agency pursue a legitimate claim against any Releasee, Executive have informed the Company of sameon Employee’s behalf.

Waiver and Release of Claims. Executive hereby acknowledges With the express exception of the promises made herein, Xx. Xxxxxx and agrees to hereby irrevocably waiveeach of his indemnities, release and forever discharge the Company and its current and former parentsinsurers, subsidiaries and affiliatespredecessors, and their respective current and former successors, assigns, representatives, agents, attorneys, equity holdersexecutors and/or heirs (the “Employee Releasors”), lendersdo hereby release, acquit and forever discharge the Company, and each of its respective owners, directors, officers, directors and employees, both individually and in their official capacities agents, parent corporations, affiliates, subsidiaries, sister corporations, privies, indemnities, insurers, successors, assigns, representatives and/or heirs (collectively, the “Company Releasees”) ), from and against any and all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actionsclaims, causes of action, judgmentssuits, liabilities, damages, expensesdemands or other matters, claims or demandsthat the Employee Releasors now have, in law the past have had, or in equity, which Executive ever had or now has, or which the future may arise in the future, regarding any matter arising have based on or before facts existing to and including the date of Executive’s execution of this Agreement, including those that are known or unknown, which relate in any way to his hiring, the tenure of his employment, and the separation of his employment from any position, currently or formerly held, with the Company. This means the Employee Releasors release any and all existing rights to relief of any kind from Company, including but not limited to: (A) all claims arising out of or relating to Xx. Xxxxxx’x past employment with Company, the separation of that employment, or the statements or actions of Company or Company Releasees; (B) all claims under any federal, state, or local statute, ordinance, or regulation, including but not limited to all claims (whether known or unknown) regarding Executive’s employment with the Company for any alleged unlawful discrimination or any other Releasee or alleged unlawful employment practices under the termination thereofFair Labor Standards Act, any contract (express or implied)the Equal Pay Act, any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, citizenship, handicap, disability, genetic information or other protected characteristic under federal, state or local law, or retaliation, including any claim, asserted or unasserted, which could arise under Title VII of the Civil Rights Act of 1964; , the Equal Pay Americans with Disabilities Act, the Civil Rights Act of 1963; 1991, the Civil Rights Act of 1866, the National Labor Relations Act, the Employment Retirement Notification Act, the Family and Medical Leave Act, the Workers Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act of 1967; , the Iowa Civil Rights Act, the Federal False Claims Act and the Federal Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; the Civil Rights Act of 1866,42 U.S.C. § 1981; the Civil Rights Act of 1871; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act of 1973; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act of 1988; the Genetic Information Nondiscrimination Act of 2008; and any other federal, state or local laws, rules or regulations, including, without limitation, all laws, rules or regulations relating to employment, termination of employment or otherwise, or any right under any Company pension, welfare, or stock plans; provided, however, that (i) Executive does not waive his right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, and (ii) the released claims do not include (A) claims which by law may not be released, (B) any claims that Executive may have against any Releasees as of the date of your execution of this Agreement of which you are not aware as of such date because of willful concealment by the applicable Releasee, or Act; (C) all claims that directly or indirectly result from under any illegal conductprinciple of common law, act of fraud, theft, embezzlement, violation of regulation or law or other willful gross misconduct committed by an Releasee. This Agreement may not be cited as, and does not constitute any admission by any Releasee of, any violation of any such law or legal obligation with respect to any aspect of your employment or the termination thereof. Nothing in this Agreement shall be construed to prevent you from filing a charge, testifying, assisting, or participating in any manner in an investigation, hearing or proceeding; responding to any inquiry; or otherwise communicating with, any administrative or regulatory agency or authority, including, including but not limited to, claims for alleged unpaid salary, overtime, and bonuses; harassment; retaliation or reprisal; assault or battery; defamation; intentional or negligent infliction of emotional distress; invasion of privacy; false imprisonment; fraud; intentional or negligent misrepresentation; interference with contractual or business relationships; violation of public policy; negligence; breach of contract; breach of fiduciary duty; breach of the Equal Employment Opportunity Commission (EEOC) covenant of good faith and the National Labor Relations Board (NLRB)fair dealing; provided, however, that, by signing this Agreement, Executive waives his right to recover any damages promissory or obtain equitable estoppel; wrongful discharge claims; and any other individual wrongful employment practices; (D) all claims for any type of relief through from Company or Company Releasees including but not limited to, claims for back pay, front pay, lost benefits, reinstatement, liquidated damages, multiple damages, punitive damages, and damages for any such claim alleged breach of contract, any tort claim, or proceedingany alleged personal injury or emotional injury or damage, except whether or not compensable under any workers’ compensation statutes; and (E) all claims for attorneys’ fees, costs, and disbursements. On or around his retirement date of January 2, 2018, Xx. Xxxxxx will execute and deliver to EMC a second release, covering the time between the execution of this Agreement and January 2, 2018, to the extent such waiver of individual relief is prohibited by applicable lawnot already released herein. Executive represents and agrees that Executive has Said release will provide the same releases set forth in this Paragraph 5. Xx. Xxxxxx shall not filed any lawsuits or arbitrations against be entitled to any of the Releasees, or filed or caused considerations set forth in this Agreement unless and until he signs such second release. Xx. Xxxxxx agrees and acknowledges that the consideration for both the release contained herein and the second release to be filed any charges signed on or complaints against any Releasee around January 2, 2018 are the benefits provided for in any administrative, judicial, arbitral or other forum with any municipal, state or federal agency charged with the enforcement of any law, and that you are not aware of any factual or legal basis for any legitimate claim that any Releasee is in violation of any whistleblower, corporate compliance, or other regulatory obligation of any Releasee under international, federal, state or local law, rule or policy of such Releasee. Executive further represents, warrants, and agrees that if Executive was ever aware of any such basis for a legitimate claim against any Releasee, Executive have informed the Company of samethis Agreement.

Waiver and Release of Claims. In consideration of the receipt of payments and benefits described in the Sections 6 and 9 of the attached Executive hereby acknowledges Employment Agreement between the Executive and the Company, the Executive, as a free, knowing and voluntary act, agrees to hereby irrevocably waive, release and forever discharge waive his or her right to file individually or participate as a class member in any claims or lawsuits with federal or state agencies or courts against the Company and its current their successors and former parentsthe directors, subsidiaries and affiliatesofficers, and their respective current and former successors, assigns, representativesemployees, agents, attorneys, equity holders, lenders, officers, directors attorneys and employees, both individually and in their official capacities representatives of all of them (collectively, the “ReleaseesCompany entities”) from for any and all claims, demands, rights and/or causes of action that Executive might have or assert against the Company (1) by reason of active employment by the Company and all circumstances related thereto up to the date of execution of this Waiver and Release of Claims (“Waiver”), or (2) by reason of any other matter, case or thing whatsoever that may have occurred prior to the date of execution of this Waiver. This Waiver includes, but is not limited to, any and all debts, obligations, promisesdemands, covenantsclaims, agreements, contracts, endorsements, bonds, controversies, suits, actions, judgments or causes of actionaction of any kind whatsoever, judgmentswhether now known or unknown, in tort, in contract, by statute, or any other basis for compensatory, punitive or other damages, expenses, claims reimbursements or demandscosts of any kind, in law including those that might arise out of allegations relating to claimed breach of an alleged oral or in equity, which Executive ever had or now haswritten contract, or which may arise in the futurerelated purported employment discrimination or civil rights violations including, regarding any matter arising on or before the date of Executive’s execution of this Agreement, including but not limited to all claims (whether known or unknown) regarding Executive’s employment with the Company or any other Releasee or the termination thereofto, any contract (express or implied), any claim for equitable relief or recovery alleged violations of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, citizenship, handicap, disability, genetic information or other protected characteristic under federal, state or local law, or retaliation, including any claim, asserted or unasserted, which could arise under Title VII of the Civil Rights Act of 1964, as amended; claims under the Equal Pay Civil Rights Act of 19631991; claims under the Age Discrimination in Employment Act of 1967, as amended; the Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; the Civil Rights Act of 1866,42 claims under 42 U.S.C. § 1981, § 1981a, § 0000, § 1985, or § 1988; the Civil Rights Act of 1871; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act of 1973; claims under the Family and Medical Leave Act of 1993; claims under the Civil Rights Americans with Disabilities Act of 19911990, as amended; claims under the Fair Labor Standards Act of 1938, as amended; claims under the Employee Retirement Income Security Act of 1974, as amended; claims under the Colorado Anti-Discrimination Act; the Worker Adjustment and Retraining Notification Act of 1988Act; the Genetic Information Nondiscrimination Act of 2008; and or claims under any other similar federal, state or local laws, rules or regulations, including, without limitation, all laws, rules or regulations relating to employment, termination of employment or otherwise, or any right under any Company pension, welfare, or stock plans; provided, however, that (i) Executive does not waive his right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, and (ii) the released claims do not include (A) claims which by law may not be released, (B) any claims that Executive may have against any Releasees as of the date of your execution of this Agreement of which you are not aware as of such date because of willful concealment by the applicable Releasee, or (C) claims that directly or indirectly result from any illegal conduct, act of fraud, theft, embezzlement, violation of regulation or law or other willful gross misconduct committed by an Releasee. This Agreement may not be cited as, and does not constitute any admission by any Releasee of, any violation of any such law or legal obligation with respect to any aspect of your employment or the termination thereof. Nothing in this Agreement shall be construed to prevent you from filing a charge, testifying, assisting, or participating in any manner in an investigation, hearing or proceeding; responding to any inquiry; or otherwise communicating with, any administrative or regulatory agency or authority, including, but not limited to, the Equal Employment Opportunity Commission (EEOC) and the National Labor Relations Board (NLRB); provided, however, that, by signing this Agreement, Executive waives his right to recover any damages or obtain any other individual relief through any such claim or proceeding, except to the extent such waiver of individual relief is prohibited by applicable law. Executive represents and agrees that Executive has not filed any lawsuits or arbitrations against any of the Releasees, or filed or caused to be filed any charges or complaints against any Releasee in any administrative, judicial, arbitral or other forum with any municipal, state or federal agency charged with the enforcement of any law, and that you are not aware of any factual or legal basis for any legitimate claim that any Releasee is in violation of any whistleblower, corporate compliance, or other regulatory obligation of any Releasee under international, federal, state or local law, rule or policy of such Releasee. Executive further represents, warrants, and agrees that if Executive was ever aware of any such basis for a legitimate claim against any Releasee, Executive have informed the Company of same.

Waiver and Release of Claims. Executive hereby acknowledges and agrees You agree to hereby irrevocably waive, release and forever discharge the Company Five Star and its current and former parentsrespective successors, subsidiaries and predecessors, parent companies, affiliates, and their respective current and former successorssubsidiaries, assigns, representativesofficers, directors, members, managers, shared services providers, employees, agents, attorneys, equity holdersand representatives from any and all claims, lendersdemands, officers, directors and employees, both individually and in their official capacities (collectively, the “Releasees”) from all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of actionaction of whatever kind or nature, judgments, damages, expenses, claims or demands, in law or in equity, which Executive ever had or now has, or which may arise in the future, regarding any matter arising on or before the date of Executive’s execution of this Agreement, including but not limited to all claims (whether known or unknown) regarding Executive’s , suspected or unsuspected, which you have or at any time heretofore may have had against Five Star and its respective successors, predecessors, parent companies, affiliates, subsidiaries, assigns, officers, directors, members, managers, shared services providers, employees, agents, attorneys, and representatives from the beginning of the world until the date of this Exhibit C, including without limiting the generality of the foregoing, any claims arising from or relating to your employment with Five Star, breach of contract, breach of the Company implied covenant of good faith and fair dealing, intentional infliction of emotional distress, retaliation, negligence, gross negligence, wrongful discharge, personal injuries or any other Releasee or occurrence to the termination thereof, date of this Agreement; any contract (express or implied), any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, citizenship, handicap, disability, genetic information or other protected characteristic under federal, state or local law, or retaliation, including any claim, asserted or unasserted, which could arise arising under Title VII of the Civil Rights Act of 1964; the Equal Pay Act of 1963, as amended; the Age Discrimination in Employment Act of 1967, as amended; The Equal Pay Act, as amended; the Fair Labor Standards Act, as amended; the Employment Retirement Income Security Act, as amended; the Americans with Disabilities Act of 1990, as amended; the Occupational Safety and Health Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the Older Workers Benefit Benefits Protection Act of 1990; the Americans With Disabilities Act of 1990; the Civil Rights Act of 1866,42 U.S.C. § 1981; the Civil Rights Act of 1871; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act of 1973; the Family and Medical Leave Act of 1993Act; the Civil Rights Act of 1991, as amended; the Worker Adjustment Family and Retraining Notification Act of 1988Medical Leave Act, as amended; any claims under 42 U.S.C. §§ 1981, 12001; the Genetic Information Nondiscrimination Act of 2008Massachusetts Fair Employment Practices Act; the Massachusetts Civil Rights Act; Massachusetts Wage Act; and the Massachusetts Equal Rights Act; and any other federalstatutory, state common law or local laws, rules other legal or regulations, including, without limitation, all laws, rules or regulations relating to employment, termination equitable claims of any nature whatsoever arising out of your employment or otherwise, or any right under any Company pension, welfare, or stock plans; provided, however, that (i) Executive with Five Star. This release does not waive his right to report possible violations of federal law or regulation apply to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, and (ii) the released claims do not include (A) claims claim which by law may not be released, (B) any claims that Executive may have against any Releasees as of arises from conduct occurring subsequent to the date of your the execution of this Agreement of which you are not aware as of such date because of willful concealment by the applicable Releasee, or (C) claims that directly or indirectly result from any illegal conduct, act of fraud, theft, embezzlement, violation of regulation or law or other willful gross misconduct committed by an Releasee. This Agreement may not be cited as, and does not constitute any admission by any Releasee of, any violation of any such law or legal obligation with respect to any aspect of your employment or the termination thereof. Nothing in this Agreement shall be construed to prevent you from filing a charge, testifying, assisting, or participating in any manner in an investigation, hearing or proceeding; responding to any inquiry; or otherwise communicating with, any administrative or regulatory agency or authority, including, but not limited to, the Equal Employment Opportunity Commission (EEOC) and the National Labor Relations Board (NLRB); provided, however, that, by signing this Agreement, Executive waives his right to recover any damages or obtain any other individual relief through any such claim or proceeding, except to the extent such waiver of individual relief is prohibited by applicable law. Executive represents and agrees that Executive has not filed any lawsuits or arbitrations against any of the Releasees, or filed or caused to be filed any charges or complaints against any Releasee in any administrative, judicial, arbitral or other forum with any municipal, state or federal agency charged with the enforcement of any law, and that you are not aware of any factual or legal basis for any legitimate claim that any Releasee is in violation of any whistleblower, corporate compliance, or other regulatory obligation of any Releasee under international, federal, state or local law, rule or policy of such Releasee. Executive further represents, warrants, and agrees that if Executive was ever aware of any such basis for a legitimate claim against any Releasee, Executive have informed the Company of same.Exhibit C.

Waiver and Release of Claims. (a) Executive Understanding of Laws -- Executive understands that there are various state, federal, and local laws that prohibit employment discrimination on the basis of age, sex, race, color, national origin, religion, handicap, veteran status, and other protected categories and that these laws are enforced through the Equal Employment Opportunity Commission, the U. S. Department of Labor, and other agencies. (b) Executive's Release of Company -- In consideration for the Termination Payments, Executive hereby acknowledges irrevocably, unconditionally and generally releases, and agrees not to hereby irrevocably waivecommence in any forum, release and forever discharge any action or proceeding against the Company and its current and former parentsparent, subsidiaries and subsidiaries, affiliates, successors and their respective current and former successors, assigns, representatives, agents, attorneys, equity holders, lenders, officers, directors and employees, both individually and in their official capacities (collectively, the “Releasees”) from all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of actionassigns for damages, judgments, damages, expensesor any liability, claims or demands, in law known or in equityunknown and of any nature whatsoever and whenever, which Executive ever had arising directly or now has, or which may arise in the future, regarding any matter arising on or before the date indirectly out of Executive’s execution of this Agreement, including but not limited to all claims (whether known or unknown) regarding Executive’s 's employment with the Company or the termination of such employment or services. Without in any way limiting the generality of the foregoing, Executive hereby waives and releases any rights, claims or causes of action that Executive may have for salary, bonus, severance pay, pay or distributions pursuant to any Company Long Term Incentive Plan or Supplemental Executive Retirement Plan or any other Releasee or the termination thereofbenefit plan (excluding 401k), vacation pay, any contract (express rights, claims or implied), any claim for equitable relief or recovery causes of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, citizenship, handicap, disability, genetic information or other protected characteristic action arising under federal, state or local law, or retaliation, including any claim, asserted or unasserted, which could arise under Title VII of the Civil Rights Act of 1964; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967; 1967 (the Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; "ADEA"), as amended, the Civil Rights Act of 1866,42 U.S.C. § 1981; 1964, as amended, the Civil Rights Act of 1871; 1991, as amended, the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974; , the Rehabilitation Fair Labor Standards Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1973; 1985, the Federal Family and Medical Leave Act of 1993; Act, the Civil Rights Act of 1991; the Worker Workers Adjustment and Retraining Notification Act of 1988; Act, the Genetic Information Nondiscrimination Act of 2008; Connecticut Fair Employment Practices Act, and any rights, claims or causes of action in tort or in contract or pursuant to any other federal, applicable state or local laws. Executive intends to waive and release any rights Executive has under these and other laws of contract or tort, rules or regulations, including, without limitation, all laws, rules or regulations relating to employment, termination of employment or otherwise, or any right under any Company pension, welfare, or stock plans; provided, however, that (i) but Executive does not intend to and does not waive his right to report possible violations of federal law any rights or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, and (ii) the released claims do not include (A) claims which by law may not be released, (B) any claims that Executive may have against any Releasees as of after the date of your execution of Executive signs this Agreement of which you are not aware as of such date because of willful concealment by the applicable Releasee, or (C) claims Agreement. Executive acknowledges that directly or indirectly result from any illegal conduct, act of fraud, theft, embezzlement, violation of regulation or law or other willful gross misconduct committed by an Releasee. This Agreement may not be cited as, and Executive does not constitute have any admission by any Releasee ofcurrent action, any violation of any such law proceeding, charge or legal obligation with respect to any aspect of your employment or complaint against the termination thereofCompany pending regarding Executive's employment. Nothing in this Agreement shall be construed to prevent you from filing a charge, testifying, assisting, or participating in any manner in an investigation, hearing or proceeding; responding to any inquiry; or otherwise communicating with, any administrative or regulatory agency or authority, including, but not limited to, may affect the rights and responsibilities of the Equal Employment Opportunity Commission (EEOCthe "Commission) and to enforce the National Labor Relations Board (NLRB); providedADEA, however, that, or used to justify interfering with the protected right of Executive to file a charge or participate in an investigation or proceeding conducted by signing this Agreementthe Commission under the ADEA. However, Executive agrees not to accept any relief or recovery from any charge or complaint filed against the Company with any federal, state, or local administrative agency or court with regard to claims arising from Executive's employment. Nothing contained herein waives his right or expands any rights that Executive may have to recover indemnification or the advancement of legal fees pursuant to any damages applicable Directors and Officers Insurance Policy or obtain any other individual relief through any such claim the Amended and Restated Bylaws of Terex Corporation, dated as of March 9, 1998 (the "Bylaws"), or proceeding, except as otherwise amended to the extent such waiver of individual relief is prohibited by comply with applicable law. Executive represents and agrees that Executive has not filed , for any lawsuits actions or arbitrations against any of the Releaseesinvestigations, or filed claims, issues or caused to be filed any charges or complaints against any Releasee in any administrative, judicial, arbitral or other forum matters associated with any municipal, state action or federal agency charged with investigation. Any right or limitations to indemnification of Executive are derived only from the enforcement of Bylaws and/or any law, applicable Directors and that you are not aware of any factual or legal basis for any legitimate claim that any Releasee is in violation of any whistleblower, corporate compliance, or other regulatory obligation of any Releasee under international, federal, state or local law, rule or policy of such Releasee. Executive further represents, warrants, and agrees that if Executive was ever aware of any such basis for a legitimate claim against any Releasee, Executive have informed the Company of sameOfficers Insurance Policy.

Waiver and Release of Claims. Executive (a) In exchange for the Release Consideration and other consideration provided pursuant to this Agreement, Xx. Xxxxxxxxxxx hereby acknowledges and agrees to hereby irrevocably waivereleases, release discharges and forever discharge acquits the Company Company, each of its affiliates and its current and former parents, subsidiaries and affiliates, and their respective current past, present and former successorsfuture stockholders, assignsmembers, representativespartners (including but not limited to general partners and limited partners), directors, officers, managers, employees, agents, attorneys, equity holdersheirs, lenderslegal representatives, officerssuccessors and assigns, directors and employees, both individually and in their official personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of such plans, in their personal and representative capacities (collectively, the “ReleaseesCompany Parties”) ), from liability for, and hereby waives, any and all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgmentsclaims, damages, expensesor causes of action of any kind related to Xx. Xxxxxxxxxxx’x employment or consultancy with any Company Party, claims the termination of such employment or demandsconsultancy, in law and any other acts or in equity, which Executive ever had or now has, or which may arise in the future, regarding omissions related to any matter arising occurring on or before prior to the date of Executive’s execution of this AgreementEffective Date, including but not limited to all claims (whether known or unknown) regarding Executive’s employment with the Company or any other Releasee or the termination thereofincluding, without limitation, any contract alleged violation through the Effective Date of: (express or implied)i) the Age Discrimination in Employment Act of 1967, any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, citizenship, handicap, disability, genetic information or other protected characteristic under federal, state or local law, or retaliation, including any claim, asserted or unasserted, which could arise under as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; (iii) the Civil Rights Act of 1866,42 U.S.C. § 19811991, as amended; (iv) Sections 1981 through 1988 of Title 42 of the Civil Rights Act of 1871United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Rehabilitation Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 19731990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act of 1988; the Genetic Information Nondiscrimination Act of 2008; and (xi) any other federal, state or local laws, rules or regulations, including, without limitation, all laws, rules or regulations relating to employment, termination of employment or otherwise, or any right under any Company pension, welfare, or stock plans; provided, however, that (i) Executive does not waive his right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, and (ii) the released claims do not include (A) claims which by law may not be releasedanti-discrimination law, (Bxii) any claims that Executive may have against any Releasees as of the date of your execution of this Agreement of which you are not aware as of such date because of willful concealment by the applicable Releasee, or (C) claims that directly or indirectly result from any illegal conduct, act of fraud, theft, embezzlement, violation of regulation or law or other willful gross misconduct committed by an Releasee. This Agreement may not be cited as, and does not constitute any admission by any Releasee of, any violation of any such law or legal obligation with respect to any aspect of your employment or the termination thereof. Nothing in this Agreement shall be construed to prevent you from filing a charge, testifying, assisting, or participating in any manner in an investigation, hearing or proceeding; responding to any inquiry; or otherwise communicating with, any administrative or regulatory agency or authority, including, but not limited to, the Equal Employment Opportunity Commission (EEOC) and the National Labor Relations Board (NLRB); provided, however, that, by signing this Agreement, Executive waives his right to recover any damages or obtain any other individual relief through any such claim or proceeding, except to the extent such waiver of individual relief is prohibited by applicable law. Executive represents and agrees that Executive has not filed any lawsuits or arbitrations against any of the Releasees, or filed or caused to be filed any charges or complaints against any Releasee in any administrative, judicial, arbitral or other forum with any municipal, state or federal agency charged with the enforcement of wage and hour law; (xiii) any other local, state, federal or foreign law, and that you are not aware of regulation or ordinance; (xiv) any factual public policy, contract, tort, or legal basis common law claim; (xv) any allegation for any legitimate claim that any Releasee is in violation of any whistleblowercosts, corporate compliancefees, or other regulatory obligation expenses including attorneys’ fees incurred in the matters referenced herein; and (xvi) any and all claims Xx. Xxxxxxxxxxx may have arising as the result of any Releasee under international, federal, state or local law, rule or policy of such Releasee. Executive further represents, warrants, and agrees that if Executive was ever aware of any such basis for a legitimate claim against any Releasee, Executive have informed the Company of same.alleged Release Agreement

Waiver and Release of Claims. (a) Executive Understanding of Laws -- Executive understands that there are various state, federal, and local laws that prohibit employment discrimination on the basis of age, sex, race, color, national origin, religion, handicap, veteran status, and other protected categories and that these laws are enforced through the Equal Employment Opportunity Commission, the U. S. Department of Labor, and other agencies. (b) Executive's Release of Company -- In consideration for the Termination Payments, Executive hereby acknowledges irrevocably, unconditionally and generally releases, and agrees not to hereby irrevocably waivecommence in any forum, release and forever discharge any action or proceeding against the Company and its current and former parentsparent, subsidiaries and subsidiaries, affiliates, successors and their respective current and former successors, assigns, representatives, agents, attorneys, equity holders, lenders, officers, directors and employees, both individually and in their official capacities (collectively, the “Releasees”) from all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of actionassigns for damages, judgments, damages, expensesor any liability, claims or demands, in law known or in equityunknown and of any nature whatsoever and whenever, which Executive ever had arising directly or now has, or which may arise in the future, regarding any matter arising on or before the date indirectly out of Executive’s execution of this Agreement, including but not limited to all claims (whether known or unknown) regarding Executive’s 's employment with the Company or the termination of such employment or services. Without in any way limiting the generality of the foregoing, Executive hereby waives and releases any rights, claims or causes of action that Executive may have for salary, bonus, severance pay, pay or distributions pursuant to any Company Long Term Incentive Plan or Supplemental Executive Retirement Plan or any other Releasee or the termination thereofbenefit plan (excluding 401k), vacation pay, any contract (express rights, claims or implied), any claim for equitable relief or recovery causes of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, citizenship, handicap, disability, genetic information or other protected characteristic action arising under federal, state or local law, or retaliation, including any claim, asserted or unasserted, which could arise under Title VII of the Civil Rights Act of 1964; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967; 1967 (the Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; "ADEA"), as amended, the Civil Rights Act of 1866,42 U.S.C. § 1981; 1964, as amended, the Civil Rights Act of 1871; 1991, as amended, the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974; , the Rehabilitation Fair Labor Standards Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1973; 1985, the Federal Family and Medical Leave Act of 1993; Act, the Civil Rights Act of 1991; the Worker Workers Adjustment and Retraining Notification Act of 1988; Act, the Genetic Information Nondiscrimination Act of 2008; Connecticut Fair Employment Practices Act, and any rights, claims or causes of action in tort or in contract or pursuant to any other federal, applicable state or local laws, rules or regulations, including, without limitation, all laws, rules or regulations relating to employment, termination of employment or otherwise, or any right under any Company pension, welfare, or stock plans; provided, however, that (i) Executive does not waive his right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, and (ii) the released claims do not include (A) claims which by law may not be released, (B) any claims that Executive may have against any Releasees as of the date of your execution of this Agreement of which you are not aware as of such date because of willful concealment by the applicable Releasee, or (C) claims that directly or indirectly result from any illegal conduct, act of fraud, theft, embezzlement, violation of regulation or law or other willful gross misconduct committed by an Releasee. This Agreement may not be cited as, and does not constitute any admission by any Releasee of, any violation of any such law or legal obligation with respect to any aspect of your employment or the termination thereof. Nothing in this Agreement shall be construed to prevent you from filing a charge, testifying, assisting, or participating in any manner in an investigation, hearing or proceeding; responding to any inquiry; or otherwise communicating with, any administrative or regulatory agency or authority, including, but not limited to, the Equal Employment Opportunity Commission (EEOC) and the National Labor Relations Board (NLRB); provided, however, that, by signing this Agreement, Executive waives his right to recover any damages or obtain any other individual relief through any such claim or proceeding, except to the extent such waiver of individual relief is prohibited by applicable law. Executive represents and agrees that Executive has not filed any lawsuits or arbitrations against any of the Releasees, or filed or caused to be filed any charges or complaints against any Releasee in any administrative, judicial, arbitral or other forum with any municipal, state or federal agency charged with the enforcement of any law, and that you are not aware of any factual or legal basis for any legitimate claim that any Releasee is in violation of any whistleblower, corporate compliance, or other regulatory obligation of any Releasee under international, federal, state or local law, rule or policy of such Releasee. Executive further represents, warrants, and agrees that if Executive was ever aware of any such basis for a legitimate claim against any Releasee, Executive have informed the Company of same.

Waiver and Release of Claims. Executive (a) In exchange for the Release Consideration and any other consideration provided pursuant to this Agreement, Xx. XxXxxxx hereby acknowledges and agrees to hereby irrevocably waivereleases, release discharges and forever discharge acquits the Company Company, each of its affiliates and its current and former parents, subsidiaries and affiliates, and their respective current past, present and former successorsfuture stockholders, assignsmembers, representativespartners (including but not limited to general partners and limited partners), directors, officers, managers, employees, agents, attorneys, equity holdersheirs, lenderslegal representatives, officerssuccessors and assigns, directors and employees, both individually and in their official personal and representative capacities, as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of such plans, in their personal and representative capacities (each a “Company Party” and, collectively, the “ReleaseesCompany Parties”) ), from liability for, and hereby waives, any and all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgmentsclaims, damages, expensesor causes of action of any kind related in any way to, claims Xx. XxXxxxx’x employment with any Company Party, the termination of such employment, and any other acts or demands, in law or in equity, which Executive ever had or now has, or which may arise in the future, regarding omissions related to any matter arising occurring on or before prior to the date of Executive’s execution of this AgreementEffective Date, including but not limited to all claims (whether known or unknown) regarding Executive’s employment with the Company or any other Releasee or the termination thereofincluding, without limitation, any contract alleged violation through the Effective Date of: (express or implied)i) the Age Discrimination in Employment Act of 1967, any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, citizenship, handicap, disability, genetic information or other protected characteristic under federal, state or local law, or retaliation, including any claim, asserted or unasserted, which could arise under as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; (iii) the Civil Rights Act of 1866,42 U.S.C. § 19811991, as amended; (iv) Sections 1981 through 1988 of Title 42 of the Civil Rights Act of 1871United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Rehabilitation Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 19731990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993, as amended; (xi) any state or federal anti-discrimination law, (xii) any state or federal wage and hour law; (xiii) any other local, state, federal or foreign law, regulation or ordinance; (xiv) any public policy, contract, tort, or common law claim; (xv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act of 1988; the Genetic Information Nondiscrimination Act of 2008matters referenced herein; and (xvi) any other federal, state or local laws, rules or regulations, including, without limitation, and all laws, rules or regulations relating to employment, termination claims Xx. XxXxxxx may have arising as the result of any alleged breach of any employment or otherwiseagreement, or breach of any right under any Company pension, welfare, restricted stock or stock plans; provided, however, that (i) Executive does not waive his right to report possible violations of federal law equity agreement or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, option plan or any other whistleblower protection provisions contract, incentive compensation plan or other agreement with any Company Party (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xx. XxXxxxx is agreeing that, in exchange for the Release Consideration, any and all potential claims of state or federal law or regulation, and (ii) the released claims do not include (A) claims which by law may not be released, (B) any claims this nature that Executive Xx. XxXxxxx may have against any Releasees as the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. By signing this Agreement, Xx. XxXxxxx acknowledges and agrees to be bound by the date of your execution release obligations set forth in this Section 2 of this Agreement Agreement. Anyone who succeeds to Xx. XxXxxxx’x rights and responsibilities, such as heirs or the executor of which you are not aware as of such date because of willful concealment Xx. XxXxxxx’x estate, is also bound by the applicable Releasee, or (C) claims that directly or indirectly result from any illegal conduct, act release obligations set forth in this Section 2 of fraud, theft, embezzlement, violation of regulation or law or other willful gross misconduct committed by an Releaseethis Agreement. This Agreement may not be cited as, and does not constitute release also applies to any admission claims brought by any Releasee ofother person or agency or class action under which Xx. XxXxxxx may have a right or benefit. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, any violation INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) Notwithstanding this release of any such law or legal obligation with respect to any aspect of your employment or the termination thereof. Nothing liability, nothing in this Agreement shall be construed to prevent you prevents Xx. XxXxxxx from filing any non-legally waivable claim (including a charge, testifying, assisting, or participating in any manner in an investigation, hearing or proceeding; responding challenge to any inquiry; or otherwise communicating with, any administrative or regulatory agency or authority, including, but not limited to, the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) and the National Labor Relations Board (NLRB)or with any other federal, state, or local agency or commission or from participating in any investigation or proceeding conducted by any federal, state, or local agency or commission; provided, however, that, by signing this Agreement, Executive waives his right Xx. XxXxxxx understands and agrees that he is waiving any and all rights to recover any damages monetary or obtain any other individual personal relief through or recovery as a result of the outcome of any such federal, state, or local agency proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim which arises after the Effective Date, or proceeding, except (ii) any claim to the extent such waiver of individual relief is prohibited by applicable lawfully-vested benefits under an employee benefit plan. (c) Xx. Executive XxXxxxx represents and agrees that Executive he has not brought or joined any lawsuit or filed any lawsuits charge or arbitrations claim against any of the Releasees, Company Parties in any court or filed before any government agency and has made no assignment of any rights that he has asserted or caused to be filed any charges or complaints may have against any Releasee of the Company Parties to any person or entity, in each case, with respect to any administrativeReleased Claims. Xx. XxXxxxx also represents that, judicialas of the date he signs this Agreement, arbitral or he has received all leaves (paid and unpaid) to which he was entitled as well as all wages and other forum with any municipalcompensation to which he was entitled. (d) By executing and delivering this Agreement, state or federal agency charged with Xx. XxXxxxx expressly acknowledges that: (i) he has carefully read this Agreement; (ii) he has had at least twenty-one (21) days to consider this Agreement before the enforcement of any lawexecution and delivery hereof to the Company; (iii) he has been, and hereby is, advised in writing to discuss this Agreement with an attorney of his choice and that you he has had adequate opportunity to do so prior to executing this Agreement; and (iv) he fully understands and agrees to each of the terms of this Agreement and the final and binding effect of this Agreement, the only promises made to him to sign this Agreement are not aware of any factual or legal basis for any legitimate claim that any Releasee is in violation of any whistleblower, corporate compliance, or other regulatory obligation of any Releasee under international, federal, state or local law, rule or policy of such Releasee. Executive further represents, warrantsthose stated herein, and agrees that if Executive was ever aware he is signing this Agreement voluntarily and of any such basis for a legitimate claim against any Releaseehis own free will. Notwithstanding the initial effectiveness of this Agreement, Executive have informed Xx. XxXxxxx may revoke the delivery (and therefore the effectiveness) of this Agreement within the seven (7) day period beginning on the date on which Xx. XxXxxxx delivers this Agreement to the Company (such seven (7) day period being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing and signed by Xx. XxXxxxx and must be delivered to the Company, care of samethe Company’s Legal Department, before 11:59 p.m. Houston, Texas time, on the last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force or effect and shall be null and void ab initio. For the sake of clarity, no consideration shall be provided pursuant to this Agreement if this Agreement is revoked by Xx. XxXxxxx in the foregoing manner.

Waiver and Release of Claims. Executive You hereby acknowledges acknowledge and agrees to agree that you, and anyone claiming through you (including without limitation your heirs, and agents, representatives and assigns), hereby irrevocably waive, release and forever discharge the Company and its current and former parents, subsidiaries and affiliates, and their respective current and former successors, assigns, representatives, agents, attorneys, equity holdersequityholders, lenders, officers, directors and employees, both individually and in their official capacities (collectively, the “Releasees”) from all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages, expenses, claims or demands, in law or in equity, which Executive you ever had or now hashave, or which may arise in the future, regarding any matter arising on or before the date of Executive’s your execution of this Agreement, including but not limited to all claims (whether known or unknown) regarding Executive’s your employment with the Company or any other Releasee or the termination thereof, any contract (express or implied), any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national origin, citizenship, handicap, disability, genetic information or other protected characteristic under federal, state or local law, or retaliation, including any claim, asserted or unasserted, which could arise under Title VII of the Civil Rights Act of 1964; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; the Civil Rights Act of 1866,42 U.S.C. § 1981; the Civil Rights Act of 1871; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act of 1973; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act of 1988; the Genetic Information Nondiscrimination Act of 2008; Ohio Civil Rights Act; Ohio's equal pay statute; the Ohio wage payment anti-retaliation statute; Ohio Whistleblower's Protection Act; and Ohio Workers' Compensation anti-retaliation statute; and any other federal, state or local laws, rules or regulations, including, without limitation, all laws, rules or regulations relating to employment, termination of employment or otherwise, or any right under any Company pension, welfare, or stock plans; provided, however, that (i) Executive does you do not waive his your right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, and (ii) the released claims do not include (A) claims which by law may not be released, (B) any claims that Executive you may have against any Releasees as of the date of your execution of this Agreement of which you are not aware as of such date because of willful concealment by the applicable Releasee, or (C) claims that directly or indirectly result from any illegal conduct, act of fraud, theft, embezzlement, violation of regulation or law or other willful gross misconduct committed by an Releasee. This Agreement may not be cited as, and does not constitute any admission by any Releasee of, any violation of any such law or legal obligation with respect to any aspect of your employment or the termination thereof. Nothing in this Agreement shall be construed to prevent you from filing a charge, testifying, assisting, or participating in any manner in an investigation, hearing or proceeding; responding to any inquiry; or otherwise communicating with, any administrative or regulatory agency or authority, including, but not limited to, the Equal Employment Opportunity Commission (EEOC) and the National Labor Relations Board (NLRB); provided, however, that, by signing this Agreement, Executive waives his you waive your right to recover any damages or obtain any other individual relief through any such claim or proceeding, except to the extent such waiver of individual relief is prohibited by applicable law. Executive represents You represent and agrees agree that Executive has you have not filed any lawsuits or arbitrations against any of the Releasees, or filed or caused to be filed any charges or complaints against any Releasee in any administrative, judicial, arbitral or other forum with any municipal, state or federal agency charged with the enforcement of any law, and that you are not aware of any factual or legal basis for any legitimate claim that any Releasee is in violation of any whistleblower, corporate compliance, or other regulatory obligation of any Releasee under international, federal, state or local law, rule or policy of such Releasee. Executive You further representsrepresent, warrants, warrant and agrees agree that if Executive was you were ever aware of any such basis for a legitimate claim against any Releasee, Executive you have informed the Company of same.