Common use of Waiver and Release Clause in Contracts

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21Washington Law Against Discrimination, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 2 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that he will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s 's Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s 's status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive he has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. a. In consideration of the payments and benefits made pursuant to this Severance Agreement the sufficiency of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, fully releases and discharges ChannelAdvisor (aand its officers, directors, employees, agents and representatives) Executiveof and from any and all debts, for and on behalf demands, actions, causes of himself and his heirs and assignsaction, hereby waives and releases any common lawsuits, statutory or other complaintspromises, representations, contracts, obligations, claims, charges counterclaims, defenses, rights of setoff, demands or causes liability whatsoever of action arising out of or relating to Executive’s employment or termination of employment withevery name and nature, or Executive’s serving both at law and in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group underequity including, by way of example and not limitation, rights and claims arising under [[Applicable only if over 40] the Age Discrimination in Employment Act of 1967 (the “ADEA”) of 1967, a law which prohibits discrimination on the basis of age against persons age 40 and older)as amended, the National Labor Relations Older Worker Benefit Protection Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, ] Title VII of the Civil Rights Act of 1964, as amended, Sections 0000 - 0000 xx Xxxxx 00 xx xxx Xxxxxx Xxxxxx Code, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, and any other applicable state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to provide Employee with additional stock in ChannelAdvisor), unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any ChannelAdvisor policy, practice or procedure, negligence, the Employee Income Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21, all as amended, and loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other federalclaims of tortious conduct which Employee or Employee’s successors in interest or assigns now have, state and local statutesever have had, ordinancesor can, regulations and shall or may have, as of the common lawdate hereof, and whether known or unknown, suspected or unsuspected, against ChannelAdvisor arising from or in any and all Claims manner related to Employee’s employment, or the termination thereof, for whatever cause, or arising out of from or relating to any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The other event occurring prior to the date Employee executes this Severance Agreement; provided however that this waiver and release set forth does not cover any claim Employee may have for breach of the terms of this Severance Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms of this Severance Agreement. Employee represents that Employee has no lawsuits, claims or actions pending in Employee’s name, or on behalf of any other person or entity, against ChannelAdvisor or any other person or entity subject to the release granted in this Section 3 Paragraph. Notwithstanding the foregoing, Employee is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing ChannelAdvisor from any claim or right claims that as a matter of law cannot be waived by law, Employee is not releasing ChannelAdvisor from any obligation undertaken in any preexisting obligation to indemnify Employee pursuant to ChannelAdvisor articles and bylaws or releasedapplicable law, including Executiveand Employee is not waiving Employee’s right to file a make any claim, charge or complaint with any governmental agency or participate in an investigation by any such agency. Employee is waiving, however, Employee’s right to any monetary or other relief if any governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission or other government agencythe federal or a state department of labor, pursues any claims on Employee’s behalf. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision b. In consideration of the Company’s Bylaws execution of this Severance Agreement by Employee, ChannelAdvisor hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, releases and discharges Employee of and from any and all debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights of setoff; demands or Certificate liability whatsoever of Incorporationevery name and nature, as amendedboth at Law and in Equity which ChannelAdvisor or its successors in interest or assigns now have, pursuant to any written indemnification agreement between the Executive and the Companyever have had, or pursuant to applicable law; (iv) any claims which the Executive can, shall or may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual have, whether known or alleged Claims that are released herebyunknown, that the same have not been assignedsuspected or unsuspected, transferred, or disposed of in fact, by operation of law, against Employee arising from or in any mannermanner related to Employee’s employment, and that he has or the full right and power termination thereof, for whatever cause, or arising from or relating to grant, execute and deliver any other event occurring prior to the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive date hereof. ChannelAdvisor represents that Executive ChannelAdvisor has not filed no lawsuits, claims or actions pending in ChannelAdvisor’s name, or on behalf of any complaintsperson or entity, charges or lawsuits against the Company with any governmental agency Employee or any court based on Claims that are released other person or entity subject to the release granted in this Paragraph. ChannelAdvisor warrants and waived by this Releasecovenants it shall maintain for at least six (6) years following Employee’s Termination Date, liability insurance coverage (Director’s and Officer’s liability insurance coverage or tail coverage), sufficient to cover (but no less than $3 million dollars) Employee’s actions as a director and/or officer of ChannelAdvisor with respect to matters arising prior to or as of Employee’s Termination Date.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21Washington Law Against Discrimination, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 2 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that he will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive he has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) ExecutiveEmployee unconditionally releases and discharges the Bank and its predecessors, for and on behalf of himself and his heirs successors and assigns, hereby waives its and releases their current and former parents, affiliates, subsidiaries, divisions, and joint ventures (individually and collectively, for purposes of this paragraph, “Bank”) from any common lawand all causes of action, statutory or other complaintssuits, damages, claims, charges or causes proceedings, controversies, promises, grievances, complaints, charges, liabilities, debts, taxes, allowances, demands, and remedies of action arising out of or relating to Executive’s employment or termination of employment withany type that the Employee has ever had, or Executive’s serving in any capacity in respect of any member of may now have, against the Company Group (collectivelyBank, “Claims”). The Claims waived and released by this Release include any and all Claimswhether asserted or unasserted, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against concerning any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) matter occurring up to and including the date of Executive’s execution the signing of this Agreement. The Claims waived . b) Employee acknowledges that he is waiving and released releasing, to the full extent permitted by this Release includelaw, without limitationall claims against the Bank, including (but not limited to) all claims arising out of, or related in any way to, his employment with the Bank or the termination of that employment, including (but not limited to) any and all Claims arising out breach of Executive’s contract claims, tort claims, claims of wrongful discharge, claims for breach of an express or implied employment with contract, defamation claims, claims under the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Civil Rights Act of 1967 (“ADEA”1866, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990race or color, Title VII of the Civil Rights Act of 19641964 as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex, the Civil Right Act of 1991, which modifies the 1964 Act by providing for the right to trial by jury on discrimination claims, the Family and Medical Leave Act of 1993, which provides for unpaid leave for family or medical reasons, the Equal Pay Act of 1963, which prohibits paying men and women unequal pay for equal work, the Age Discrimination in Employment Act of 1967, which prohibits age discrimination in employment, the Americans with Disabilities Act of 1990, which prohibits discrimination based on disability, the Rehabilitation Act of 1973, which prohibits discrimination on the basis of disability, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Actwhich regulates employee benefit plans, the Securities Fair Labor Standards Act of 19331938, which establishes a national minimum wage, regulates overtime compensation, and prohibits employment of a minor, the Securities Exchange Older Workers Benefit Protection Act of 19341990, which prohibits age discrimination related to employee benefits, the Occupational Safety and Health Act of 1970, which governs occupational health and safety in the workplace, the Xxxxxxxx-Xxxxx Act of 2002, which establishes standards of conduct for all U.S. public company boards, management, and public accounting firms, the Texas Labor Code Chapter 21South Carolina Human Affairs Law, all as amended, any and all other federalapplicable local, state and local federal non-discrimination statutes, ordinancesthe South Carolina Payment of Wages Law and all other statutes or regulations relating to employment, regulations and the common lawlaw of the State of South Carolina, or any other state, and any and all Claims arising out claims for attorneys’ fees. This General Release includes a release of all claims based on the treatment of any express payments hereunder under Section 409A of the Internal Revenue Code (the “Code”) including specifically any penalties thereunder. This General Release also includes a release of all compensation and benefit claims, including, without limitation, claims concerning salary, bonus, and any award(s), grant(s), or implied contractpurchase(s) under any equity and incentive compensation plan or program, except as described in Paragraphs 2(b) and 2(c) belowseparation pay under any Bank severance plan. c) This Waiver and Release provision (b(a) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency. through (c) Notwithstanding anything else in of this Releaseparagraph) shall be construed to release all claims to the full extent allowed by law. If any term of this paragraph shall be declared unenforceable by a court or other tribunal of competent jurisdiction, Executive it shall not adversely affect the enforceability of the remainder of this paragraph. d) The Bank unconditionally releases and discharges Employee from any and all causes of action, suits, damages, claims, proceedings, and demands that the Bank has ever had, or may now have, against Employee, whether asserted or unasserted, whether known or unknown, concerning any matter occurring up to and including the date of the signing of this Agreement with the exception of any claims for breach of trust, or any act which constitutes a felony or crime involving dishonesty, theft, or fraud. e) The parties specifically agree that this release does not waive cover, and Employee expressly reserves, indemnification rights existing to him as a current or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision former director and/or officer of the Company’s Bank under the Articles and Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive Bank and the Company, or pursuant to applicable law; (iv) state law and in accordance with any claims which the Executive may have solely by virtue D&O insurance policy existing for former officers and directors of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable lawBank. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) ExecutiveEmployee unconditionally releases and discharges the Bank and its predecessors, for and on behalf of himself and his heirs successors and assigns, hereby waives its and releases their current and former parents, affiliates, subsidiaries, divisions, and joint ventures (individually and collectively, for purposes of this paragraph, “Bank”) from any common lawand all causes of action, statutory or other complaintssuits, damages, claims, charges or causes proceedings, controversies, promises, grievances, complaints, charges, liabilities, debts, taxes, allowances, demands, and remedies of action arising out of or relating to Executive’s employment or termination of employment withany type that the Employee has ever had, or Executive’s serving in any capacity in respect of any member of may now have, against the Company Group (collectivelyBank, “Claims”). The Claims waived and released by this Release include any and all Claimswhether asserted or unasserted, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against concerning any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) matter occurring up to and including the date of Executive’s execution the signing of this Agreement. The Claims waived . b) Employee acknowledges that he is waiving and released releasing, to the full extent permitted by this Release includelaw, without limitationall claims against the Bank, including (but not limited to) all claims arising out of, or related in any way to, his employment with the Bank or the termination of that employment, including (but not limited to) any and all Claims arising out breach of Executive’s contract claims, tort claims, claims of wrongful discharge, claims for breach of an express or implied employment with contract, defamation claims, claims under the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Civil Rights Act of 1967 (“ADEA”1866, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990race or color, Title VII of the Civil Rights Act of 19641964 as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex, the Civil Right Act of 1991, which modifies the 1964 Act by providing for the right to trial by jury on discrimination claims, the Family and Medical Leave Act of 1993, which provides for unpaid leave for family or medical reasons, the Equal Pay Act of 1963, which prohibits paying men and women unequal pay for equal work, the Age Discrimination in Employment Act of 1967, which prohibits age discrimination in employment, the Americans with Disabilities Act of 1990, which prohibits discrimination based on disability, the Rehabilitation Act of 1973, which prohibits discrimination on the basis of disability, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Actwhich regulates employee benefit plans, the Securities Fair Labor Standards Act of 19331938, which establishes a national minimum wage, regulates overtime compensation, and prohibits employment of a minor, the Securities Exchange Older Workers Benefit Protection Act of 19341990, which prohibits age discrimination related to employee benefits, the Occupational Safety and Health Act of 1970, which governs occupational health and safety in the workplace, the Xxxxxxxx-Xxxxx Act of 2002, which establishes standards of conduct for all U.S. public company boards, management, and public accounting firms, the Texas Labor Code Chapter 21South Carolina Human Affairs Law, all as amended, any and all other federalapplicable local, state and local federal non-discrimination statutes, ordinancesthe South Carolina Payment of Wages Law and all other statutes or regulations relating to employment, regulations and the common lawlaw of the State of South Carolina, or any other state, and any and all Claims arising out claims for attorneys’ fees. This General Release includes a release of all claims based on the treatment of any express payments hereunder under Section 409A of the Internal Revenue Code (the “Code”) including specifically any penalties thereunder. This General Release also includes a release of all compensation and benefit claims, including, without limitation, claims concerning salary, bonus, and any award(s), grant(s), or implied contractpurchase(s) under any equity and incentive compensation plan or program, except as described in Paragraphs 2(b) and 2(c) belowseparation pay under any Bank severance plan. c) This Waiver and Release provision (b(a) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency. through (c) Notwithstanding anything else in of this Release, Executive does not waive or paragraph) shall be construed to release all claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement;full extent allowed by law. If any term of this paragraph shall be declared unenforceable by a court or other tribunal of competent jurisdiction, it shall not adversely affect the enforceability of the remainder of this paragraph. (iid) vested benefits The Bank unconditionally releases and discharges Employee from any and all causes of action, suits, damages, claims, proceedings, and demands that the Bank has ever had, or payments specifically may now have, against Employee, whether asserted or unasserted, whether known or unknown, concerning any matter occurring up to be provided to and including the Executive pursuant to date of the Employment signing of this Agreement with the exception of any claims for breach of trust, or any Company employee benefit plans act which constitutes a felony or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporationcrime involving dishonesty, as amended, pursuant to any written indemnification agreement between the Executive and the Companytheft, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable lawfraud. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 2 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that he will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive he has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby fully and forever waives and releases any and all contractual, common law, statutory or other complaints, claims, charges or causes of action relating to or arising out of any matter arising on or before the date this Agreement is executed by Executive, including all claims arising out of or relating to Executive’s employment or termination of employment withwith the Company Group, or the Employment Agreement, Executive’s serving services, in any capacity in respect of capacity, with the Company Group, and any member of and all other disputes between Executive and the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any past, present and future shareholder, employee, advisor, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group or Avantax Wealth Management, Tax Act (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Employment Agreement, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21Code, the Texas Constitutions, any statute or laws of the State of Texas, any other federal, state, local, municipal or common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and any other Claims arising under state, federal, local, municipal or common law, as well as any expenses, costs or attorneys’ fees. Except as required by law, Executive agrees that Executive will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the Company or any of the Company Releasees arising from, concerned with, or otherwise relating to, in whole or in part, Executive’s employment, the terms and conditions of Executive’s employment, or Executive’s separation from employment with the Company, resignation from the Board, or any of the matters or Claims discharged and released in this Release. Executive acknowledges that the payments and benefits provided for in Section 2 of this Release constitute good and valuable consideration for the release contained in this Section 3. This Release is a full and final general release by Executive of all unknown, undisclosed, and unanticipated losses, wrongs, injuries, claims, and damages that arise wholly or in part from any act or omission occurring before this Release becomes effective, as well as a general release by Release of all claimed losses, wrongs, injuries, claims, and damages, now known or disclosed, that arise in whole or in part as a result of any act or omission occurring before this Release becomes effective. all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs Sections 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself herself and his her heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21Washington Law Against Discrimination, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 2 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that he will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he she is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he she has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive she has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 2 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that he will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s 's Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s 's status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive he has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21Washington Law Against Discrimination, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 2 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that he will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive he has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself herself and his her heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholderstockholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21Washington Law Against Discrimination, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 2 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that she will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment AgreementAgreements; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement Agreements or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder stockholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he she is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he she has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive she has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National 1 Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: : (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; ; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; ; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; ; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby fully and forever waives and releases any and all contractual, common law, statutory or other complaints, claims, charges or causes of action relating to or arising out of any matter arising on or before the date this Agreement is executed by Executive, including all claims arising out of or relating to Executive’s employment or termination of employment withwith the Company Group, or the Employment Agreement, Executive’s serving services, in any capacity in respect of capacity, with the Company Group, and any member of and all other disputes between Executive and the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any past, present and future shareholder, employee, advisor, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group or Avantax Wealth Management, Tax Act (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Employment Agreement, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Exhibit B - 1 Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21Code, the Texas Constitutions, any statute or laws of the State of Texas, any other federal, state, local, municipal or common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and any other Claims arising under state, federal, local, municipal or common law, as well as any expenses, costs or attorneys’ fees. Except as required by law, Executive agrees that Executive will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the Company or any of the Company Releasees arising from, concerned with, or otherwise relating to, in whole or in part, Executive’s employment, the terms and conditions of Executive’s employment, or Executive’s separation from employment with the Company, resignation from the Board, or any of the matters or Claims discharged and released in this Release. Executive acknowledges that the payments and benefits provided for in Section 2 of this Release constitute good and valuable consideration for the release contained in this Section 3. This Release is a full and final general release by Executive of all unknown, undisclosed, and unanticipated losses, wrongs, injuries, claims, and damages that arise wholly or in part from any act or omission occurring before this Release becomes effective, as well as a general release by Release of all claimed losses, wrongs, injuries, claims, and damages, now known or disclosed, that arise in whole or in part as a result of any act or omission occurring before this Release becomes effective. all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs Sections 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21Washington Law Against Discrimination, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 2 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that he will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s 's Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s 's status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. Notwithstanding anything to the contrary in this Section 2(c), this Release shall fully waive and release any claims against the Company with respect to Section 5(c) of the Agreement. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive he has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. You hereby waive and release the Company (aincluding each of its past and present related entities including affiliated associations, parent companies, employee benefit plans, including the Company’s 401(k) Executiveplan, for and on behalf of himself and his heirs insurers, subcontractors, successors and assigns, hereby waives and releases any common lawand all of its and their past, statutory current, and future officers, directors, employees, and agents and all persons acting by, through, under, or other complaintsin concert with any of them, both individually and as agents or representatives of these entities) from, all claims, rights, administrative charges, and causes of action, both known and unknown, in law or in equity, of any kind whatsoever, that you have or could have made against the Company through the date of signing this Agreement. You waive and release the Company from all claims, rights, charges and causes of action relating to or arising out of your employment with, conditions of employment with, compensation by, or separation and/or termination of employment from the Company, including, without limitation, any claims, rights, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, under Title VII of the Civil Rights Act of 1964, as amended; the Employee Age Discrimination in Employment Act of 1967, as amended; the Older Workers Benefit Protection Act of 1990; Executive Order Nos. 11246 and 11478; the Equal Pay Act of 1963, as amended; the Retirement Income Security Act of 1974, as amended; the Rehabilitation Act of 1973, as amended; the Americans With Disabilities Act of 1990, as amended; the Family and Medical Leave Act, the Securities Act of 1933, 1993; the Securities Exchange Occupational Safety and Health Act of 19341970, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended; the Florida Civil Rights Act of 1992, as amended; any Florida or federal Whistleblower laws; Florida Statutes, Sec.112.3187, 440.205, and 448.102 and any other federal or state law or local ordinance whether dealing with discrimination or otherwise, including any suit in tort (including negligence and personal injury) or contract (whether oral, written or implied), or any other common law or equitable basis of action, except for any claim which may not lawfully be waived in this manner or a claim based upon any obligation of the Texas Labor Code Chapter 21Company under this Agreement. You understand and agree that this Agreement specifically refers also to rights or claims that you may have under the Age Discrimination in Employment Act of 1967, all as amended, and all other federalthat you are not waiving any rights or claims that arise after the date you sign this Agreement. You further acknowledge and agree that you have received additional money and/or consideration for signing this Agreement (and agreeing to remain employed with the Company through the close of business on September 30, state 2012), in addition to anything of value to which you are already entitled and local statutesthat you have been given at least 21 days within which to consider this Agreement. You also understand that you may voluntarily accept this Agreement at any time during the 21-day period. You also acknowledge that you have been advised to discuss this Agreement with an attorney of your own choosing prior to signing it. You agree and understand that you are responsible for any costs, ordinancesfees and expenses you incur in connection with the consideration and execution of this Agreement, regulations including any fees and expenses associated with the common lawretention of counsel. By executing this Agreement, you certify that you have had the opportunity to consult with an attorney of your own choosing. You understand and agree that you may revoke and cancel this Agreement, in writing, at any time within seven (7) days after this Agreement has been fully executed by you. The revocation and all Claims arising out cancellation must be postmarked within seven (7) days of any express or implied contract, except the signing of this Agreement and must be sent to the Company as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in Section 7, within the seven (7) day revocation period. By signing this Section 3 is intended to be construed as broadly Agreement, you fully understand, recognize and comprehensively as applicable law permits. The waiver agree that you are knowingly and release shall not be construed as voluntarily waiving or releasing any claim or right that as a matter rights you have under the Age Discrimination in Employment Act of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation1967, as amended. If you do exercise your right of revocation and cancellation, pursuant this Agreement will become null and void at that time and you will not be entitled to any written indemnification agreement between monies as provided herein. This Agreement shall not become effective until after the Executive expiration of the 7-day revocation period and the Company, or pursuant to applicable law; a reasonable time for receiving any revocation has expired (iv) any claims which the Executive may have solely by virtue of the Executive’s status Parties agree shall be three (3) additional days). After such time, if there has been no written revocation as a shareholder of the Company; or (v) unemployment compensation to which Executive may provided herein, then this Agreement shall be entitled under applicable lawfully effective and enforceable. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, and the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release 2 shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that he will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s 's Bylaws or Certificate Articles of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s 's status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21Washington Law Against Discrimination, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 2 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that he will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s 's Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s 's status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive he has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 2 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that she will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s 's Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s 's status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he she is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he she has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive she has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) ExecutiveIn exchange for the special separation benefits promised to you in this Agreement, and as a material inducement for that promise, you hereby irrevocably WAIVE, RELEASE and on behalf of himself FOREVER DISCHARGE the Company and/or related persons from any and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, all claims, charges or demands, actions, causes of action action, liabilities, obligations, controversies, charges, damages, costs and expenses (including attorneys’ fees and costs), of every kind and character (whether or not you now know them to exist), which you ever had, now have or may have against the Company and/or related persons for any reason or any matter, cause or thing whatsoever, through the Separation Date, including, but not limited to, claims arising out of or relating related to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s your employment with the Company Group under(including, to the extent permitted by way law, claims for any bonuses or other compensation) or the termination of example your employment or any agreement of any nature between you and the Company or any related person. This WAIVER and RELEASE includes, but is not limitationlimited to, any claim for unlawful discrimination under the Age Discrimination in Employment Act of 1967 1967, as amended (the “ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, ; Title VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act of 1990 as amended, 42 U.S.C. § 1981; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act of 1974, ; the Family Medical Leave Act, the Securities Civil Rights Act of 1933, 1991; the Securities Exchange Act of 1934, Equal Pay Act; the Older Worker Benefit Protection Act; and the Texas Labor Code Chapter 21, all as amended, and all any claim under any other federal, state and or local statutesconstitution, ordinancesstatute, regulations and rule, regulation or ordinance relating to your employment, the common termination of your employment, or for breach of contract, wrongful discharge, tort or other civil wrong, including, without limitation, those under the laws of the State of Ohio, including the Ohio Civil Rights Act. To the fullest extent permitted by law, and you PROMISE NOT TO XXX or bring any and all Claims arising out lawsuit related to the claims you are waiving by this Agreement against the Company and/or related persons in the future, individually or as a member of any express or implied contracta class, except as described to seek a determination of the validity of the waiver of your rights under the ADEA. You will immediately withdraw with prejudice any such lawsuit that you have initiated before the Effective Date of this Agreement. You acknowledge that although this provision prohibits you from filing or maintaining a lawsuit concerning claims covered by this Agreement, it does not prohibit you from lodging a charge or complaint with any governmental agency or participating in Paragraphs 2(ba governmental agency investigation. Notwithstanding the foregoing, you agree to waive your right to recover monetary damages in any charge, complaint or lawsuit filed by you or by anyone else on your behalf. You specifically release all claims under the ADEA relating to your employment and its termination. (a) If you violate this Agreement by bringing or maintaining a lawsuit contrary to this Paragraph 5, you will pay all costs and 2(c) belowexpenses of the Company and/or related persons in defending against such charges, claims or actions brought by you or on your behalf, including reasonable attorneys’ fees and costs, and will be required to give back, at the Company’s sole discretion, the value of anything paid by the Company in exchange for this Agreement. The remedies set forth in this subparagraph will not apply to any challenge to the validity of the waiver and release of your rights under the ADEA. If you challenge the validity of the waiver and release of your rights under the ADEA, then the Company’s right to attorneys’ fees and costs will be governed by the provisions of the ADEA, so that the Company may recover such fees and costs if the lawsuit is brought by you in bad faith. Any such action permitted to the Company by this subparagraph, however, will not affect or impair any of your obligations under this Agreement, including without limitation, the release of claims in this Paragraph 5. (b) The waiver and release set forth As referred to in this Section 3 is intended to be construed Agreement, “the Company and/or related persons” includes the Company, its parents, subsidiaries, affiliates and divisions, any employee benefit plan or trust sponsored by the Company, its parents, subsidiaries, affiliates and divisions, any fiduciaries or administrative personnel involved with those employee benefit plans, any entity in which the Company owns an equity interest, the respective successors and assigns of all the aforementioned individuals and entities, and all of their past, present and future directors, officers, managers, representatives, shareholders, agents, insurers and employees, whether as broadly individuals or in their official capacity, and comprehensively as applicable law permits. The waiver the respective heirs and release shall not be construed as waiving or releasing personal representatives of any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agencythem. (c) Notwithstanding anything else in this ReleaseThis Agreement and your release and promise not to xxx are binding on you, Executive does not waive or release claims with respect to: (i) Executive’s entitlementyour heirs, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive legal representatives and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable lawassigns. (d) Executive represents Notwithstanding the foregoing, you do not waive (i) any rights to vested benefits under the Magnum Hunter Resources Corporation 401(k) Employee Stock Ownership Plan, (ii) any rights to your previously vested and warrants that he is currently outstanding awards under the sole owner Magnum Hunter Resources Corporation Stock Incentive Plan, (iii) any rights you may have under applicable workers’ compensation laws or unemployment compensation laws, (iv) any vested rights you may have to collect health and welfare benefits payments from insurers under and in accordance with the health and welfare benefits plans of the actual Company or alleged Claims that are released hereby(v) your rights under the Indemnification Agreement between you and Magnum Hunter Resources Corporation dated May 31, that 2013 (the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein“Indemnification Agreement”). (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) ExecutiveEmployee unconditionally releases and discharges the Bank and its predecessors, for and on behalf of himself and his heirs successors and assigns, hereby waives its and releases their current and former parents, affiliates, subsidiaries, divisions, and joint ventures (individually and collectively, for purposes of this paragraph, “Bank”) from any common lawand all causes of action, statutory or other complaintssuits, damages, claims, charges or causes proceedings, controversies, promises, grievances, complaints, charges, liabilities, debts, taxes, allowances, demands, and remedies of action arising out of or relating to Executive’s employment or termination of employment withany type that the Employee has ever had, or Executive’s serving in any capacity in respect of any member of may now have, against the Company Group (collectivelyBank, “Claims”). The Claims waived and released by this Release include any and all Claimswhether asserted or unasserted, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against concerning any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) matter occurring up to and including the date of Executive’s execution the signing of this Agreement. The Claims waived . b) Employee acknowledges that she is waiving and released releasing, to the full extent permitted by this Release includelaw, without limitationall claims against the Bank, including (but not limited to) all claims arising out of, or related in any way to, her employment with the Bank or the termination of that employment, including (but not limited to) any and all Claims arising out breach of Executive’s contract claims, tort claims, claims of wrongful discharge, claims for breach of an express or implied employment with contract, defamation claims, claims under the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Civil Rights Act of 1967 (“ADEA”1866, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990race or color, Title VII of the Civil Rights Act of 19641964 as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex, the Civil Right Act of 1991, which modifies the 1964 Act by providing for the right to trial by jury on discrimination claims, the Family and Medical Leave Act of 1993, which provides for unpaid leave for family or medical reasons, the Equal Pay Act of 1963, which prohibits paying men and women unequal pay for equal work, the Age Discrimination in Employment Act of 1967, which prohibits age discrimination in employment, the Americans with Disabilities Act of 1990, which prohibits discrimination based on disability, the Rehabilitation Act of 1973, which prohibits discrimination on the basis of disability, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Actwhich regulates employee benefit plans, the Securities Fair Labor Standards Act of 19331938, which establishes a national minimum wage, regulates overtime compensation, and prohibits employment of a minor, the Securities Exchange Older Workers Benefit Protection Act of 19341990, which prohibits age discrimination related to employee benefits, the Occupational Safety and Health Act of 1970, which governs occupational health and safety in the workplace, the Xxxxxxxx-Xxxxx Act of 2002, which establishes standards of conduct for all U.S. public company boards, management, and public accounting firms, the Texas Labor Code Chapter 21South Carolina Human Affairs Law, all as amended, any and all other federalapplicable local, state and local federal non-discrimination statutes, ordinancesthe South Carolina Payment of Wages Law and all other statutes or regulations relating to employment, regulations and the common lawlaw of the State of South Carolina, or any other state, and any and all Claims arising out claims for attorneys’ fees. This General Release includes a release of all claims based on the treatment of any express payments hereunder under Section 409A of the Internal Revenue Code (the “Code”) including specifically any penalties thereunder. This General Release also includes a release of all compensation and benefit claims, including, without limitation, claims concerning salary, bonus, and any award(s), grant(s), or implied contractpurchase(s) under any equity and incentive compensation plan or program, except as described in Paragraphs 2(b) and 2(c) belowseparation pay under any Bank severance plan. c) This Waiver and Release provision (b(a) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency. through (c) Notwithstanding anything else in of this Release, Executive does not waive or paragraph) shall be construed to release all claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement;full extent allowed by law. If any term of this paragraph shall be declared unenforceable by a court or other tribunal of competent jurisdiction, it shall not adversely affect the enforceability of the remainder of this paragraph. (iid) vested benefits The Bank unconditionally releases and discharges Employee from any and all causes of action, suits, damages, claims, proceedings, and demands that the Bank has ever had, or payments specifically may now have, against Employee, whether asserted or unasserted, whether known or unknown, concerning any matter occurring up to be provided to and including the Executive pursuant to date of the Employment signing of this Agreement with the exception of any claims for breach of trust, or any Company employee benefit plans act which constitutes a felony or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporationcrime involving dishonesty, as amended, pursuant to any written indemnification agreement between the Executive and the Companytheft, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable lawfraud. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. As a material inducement to the Company to enter into this Agreement and as a condition of receiving the benefits contained in paragraph 2, Employee agrees to sign a formal WAIVER AND RELEASE OF CLAIMS (athe “Release”) Executiveat the time of termination, for and on behalf as a condition to receipt of himself the benefits provided pursuant to this Agreement. Such Release shall irrevocably and his heirs unconditionally release forever the Company and its Affiliates, their stockholders, successors, assigns, hereby waives agents, directors, officers, employees, and releases all persons acting by, through, under, or in concert with, any common lawof them, statutory or other from all charges, complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment withliabilities, or Executive’s serving in any capacity in respect obligations, promises, agreements, controversies, damages, actions, suits, rights, demands, costs, losses, debts, and expenses (including attorneys’ fees and costs actually incurred) of any member of the Company Group (collectivelynature, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law suspected or in equityunsuspected, which Executive may now have included but not limited to, rights under federal, state, or ever had against any member of the Company Group local laws prohibiting employment discrimination or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary claims growing out of any member legal restrictions on the Company’s right to terminate its employees, that the Employee now has or claims to have, or which Employee at any time period before had or claimed to have had, or which Employee at any time hereinafter may have as a result of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of ExecutiveEmployee’s employment with the Company Group underCompany, or claims to have, against any of the Releases, including, without limitation by way of example and not limitationspecification, any claims arising under the Wisconsin Fair Employment Act; the Age Discrimination in Employment Act of 1967 1967, as amended (“ADEA”); the Older Workers Benefit Protection Act of 1990; non vested rights under Employee Retirement Income Security Act of 1974, a law which prohibits discrimination on the basis of age against persons age 40 and olderas amended (ERISA), the National Labor Relations Act, the Civil Rights Omnibus Budget Reconciliation Act of 1991, the Americans With Disabilities Act of 1990, 1987 (OBRA); Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21, all as amended, and all the American With Disabilities Act (ADA), or any other federal, state and state, or local statutes, ordinanceslaws, regulations or ordinance or common law dealing with and the common law, relating to Employee’s employment and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) belowtermination. (b) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his or heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21Washington Law Against Discrimination, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 2 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that he will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive he has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) ExecutiveEmployee unconditionally releases and discharges the Bank and its predecessors, for and on behalf of himself and his heirs successors and assigns, hereby waives its and releases their current and former parents, affiliates, subsidiaries, divisions, and joint ventures (individually and collectively, for purposes of this paragraph, “Bank”) from any common lawand all causes of action, statutory or other complaintssuits, damages, claims, charges or causes proceedings, controversies, promises, grievances, complaints, charges, liabilities, debts, taxes, allowances, demands, and remedies of action arising out of or relating to Executive’s employment or termination of employment withany type that the Employee has ever had, or Executive’s serving in any capacity in respect of any member of may now have, against the Company Group (collectivelyBank, “Claims”). The Claims waived and released by this Release include any and all Claimswhether asserted or unasserted, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against concerning any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) matter occurring up to and including the date of Executive’s execution the signing of this Agreement. The Claims waived . b) Employee acknowledges that he is waiving and released releasing, to the full extent permitted by this Release includelaw, without limitationall claims against the Bank, including (but not limited to) all claims arising out of, or related in any way to, his employment with the Bank or the termination of that employment, including (but not limited to) any and all Claims arising out breach of Executive’s contract claims, tort claims, claims of wrongful discharge, claims for breach of an express or implied employment with contract, defamation claims, claims under the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Civil Rights Act of 1967 (“ADEA”1866, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990race or color, Title VII of the Civil Rights Act of 19641964 as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex, the Civil Right Act of 1991, which modifies the 1964 Act by providing for the right to trial by jury on discrimination claims, the Family and Medical Leave Act of 1993, which provides for unpaid leave for family or medical reasons, the Equal Pay Act of 1963, which prohibits paying men and women unequal pay for equal work, the Age Discrimination in Employment Act of 1967, which prohibits age discrimination in employment, the Americans with Disabilities Act of 1990, which prohibits discrimination based on disability, the Rehabilitation Act of 1973, which prohibits discrimination on the basis of disability, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Actwhich regulates employee benefit plans, the Securities Fair Labor Standards Act of 19331938, which establishes a national minimum wage, regulates overtime compensation, and prohibits employment of a minor, the Securities Exchange Older Workers Benefit Protection Act of 19341990, which prohibits age discrimination related to employee benefits, the Occupational Safety and Health Act of 1970, which governs occupational health and safety in the workplace, the Sxxxxxxx-Xxxxx Act of 2002, which establishes standards of conduct for all U.S. public company boards, management, and public accounting firms, the Texas Labor Code Chapter 21South Carolina Human Affairs Law, all as amended, any and all other federalapplicable local, state and local federal non-discrimination statutes, ordinancesthe South Carolina Payment of Wages Law and all other statutes or regulations relating to employment, regulations and the common lawlaw of the State of South Carolina, or any other state, and any and all Claims arising out claims for attorneys’ fees. This General Release includes a release of all claims based on the treatment of any express payments hereunder under Section 409A of the Internal Revenue Code (the “Code”) including specifically any penalties thereunder. This General Release also includes a release of all compensation and benefit claims, including, without limitation, claims concerning salary, bonus, and any award(s), grant(s), or implied contractpurchase(s) under any equity and incentive compensation plan or program, except as described in Paragraphs 2(b) and 2(c) belowseparation pay under any Bank severance plan. c) This Waiver and Release provision (b(a) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency. through (c) Notwithstanding anything else in of this Release, Executive does not waive or paragraph) shall be construed to release all claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement;full extent allowed by law. If any term of this paragraph shall be declared unenforceable by a court or other tribunal of competent jurisdiction, it shall not adversely affect the enforceability of the remainder of this paragraph. (iid) vested benefits The Bank unconditionally releases and discharges Employee from any and all causes of action, suits, damages, claims, proceedings, and demands that the Bank has ever had, or payments specifically may now have, against Employee, whether asserted or unasserted, whether known or unknown, concerning any matter occurring up to be provided to and including the Executive pursuant to date of the Employment signing of this Agreement with the exception of any claims for breach of trust, or any Company employee benefit plans act which constitutes a felony or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporationcrime involving dishonesty, as amended, pursuant to any written indemnification agreement between the Executive and the Companytheft, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable lawfraud. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) ExecutiveIn consideration of the obligations and duties of Company set forth herein, for Employee agrees as follows: a. Employee hereby knowingly and on behalf of himself voluntarily waives, releases and his heirs forever discharges the Company and assignsits officers, hereby waives directors, employees, shareholders, and releases affiliates from any common law, statutory or other complaints, and all claims, charges or demands, damages, lawsuits, obligations, promises, and causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectivelykind whatsoever, “Claims”). The Claims waived both known and released by this Release include any and all Claims, whether known or unknown, whether in at law or in equity, which Executive that he may now have had or ever had has against them at any member time from the beginning of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) time up to and including the date Separation Date, including, but not limited to, all matters relating to or arising out of Executive’s execution Employee's employment with Company, the Employment Agreement, compensation by Company, or separation of this Agreementemployment from Company. The Claims waived This waiver and released by this Release includerelease covers, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, suits under Title VII of the Civil Rights Act of 1964, as amended; the Rehabilitation Act of 1973, as amended; the Equal Pay Act of 1963, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Older Workers Benefit Protection Act; the Americans with Disabilities Act; the Civil Rights Act of 1991; Section 1981 of the Civil Rights Act of 1866; the Florida Human Rights Act; the Florida Civil Rights Act of 1992; and any applicable Florida state employment laws. This waiver and release also covers administrative charges, actions and suits under the National Labor Relations Act, as amended; the Fair Labor Standards Act of 1938, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Family and Medical Leave Act; any other federal or state law or municipal ordinance; and any lawsuits founded in tort (including negligence), contract (oral, written or implied) or any other common law or equitable basis of action. b. Employee shall not disclose, either directly or indirectly, any information whatsoever regarding any of the terms or the existence of this Agreement to any person or organization, including but not limited to members of the press and media, present and former employees of Company, and persons or companies who do business with Company. c. In addition to the other provisions in this Agreement, Employee acknowledges that the information in the following paragraphs is included for the express purpose of complying with the Older Workers' Benefits Protection Act, 29 U.S.C.Section626(f): i. The Employee acknowledges that he was over 40 years of age as of the Separation Date and when he signed this Agreement. Employee realizes there are many laws and regulations prohibiting employment discrimination or otherwise regulating employment or claims related to employment under which he may have rights or claims, including the Age Discrimination in Employment Act of 1967, as amended (the "ADEA"). Employee hereby waives and releases any rights or claims he may have under the ADEA. ii. By signing this Agreement, Employee states that he is receiving consideration to which he was not otherwise entitled. Employee is waiving and releasing all claims against the Company that he may have based on his age, although Employee is not waiving any claim or action under the ADEA based upon rights or claims that may arise after the date he signs this Agreement. iii. Employee is being given continued compensation as specified in Section 3 hereof in exchange for the release and waiver of all claims that he is agreeing to herein. A portion of this continued compensation is in addition to anything of value to which the Employee is already entitled to in that the Employee is receiving a portion of this consideration without having to perform services of an equal value. iv. The Employee acknowledges that he was informed in writing that he could consult with an attorney before signing this Agreement. Employee acknowledges that he was given the opportunity to consider this Agreement for twenty-one (21) days before signing it, and, if he signs it, he has the right to revoke it for a period of seven (7) days thereafter. Regardless of when the Employee signs this Agreement, he acknowledges that his seven-day period will not be waived. No payments will be made to Employee until after the seven-day revocation period expires. In the event that the Employee revokes this Agreement within such seven (7) day period, this Agreement will be of no force and effect, and neither party shall have any obligations hereunder. d. The Employee agrees that neither the Employee nor or any person, organization, or other entity acting on the Employee's behalf will file a lawsuit or administrative proceeding seeking legal, equitable, administrative, or other relief asserting any claims or causes of action released by this Agreement. If any such claim or cause of action is asserted, the Securities Act Employee agrees that he will indemnify and hold harmless each of 1933, the Securities Exchange Act persons and entities against whom the Employee has released claims and causes of 1934, action hereunder from and the Texas Labor Code Chapter 21, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and against any and all Claims arising out of any express or implied contractlosses, except as described in Paragraphs 2(b) costs, damages, expenses, and 2(c) below. (b) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that attorneys' fees incurred as a matter result of law cannot be waived his attempt to assert such claims or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agencycause of action. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21Washington Law Against Discrimination, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 2 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency; however, Executive waives any right to recover monetary remedies and agrees that he will not accept any monetary remedy as a result of any such charge or as a result of any legal action taken against the Company by any such agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. Notwithstanding anything to the contrary in this Section 2(c), this Release shall fully waive and release any claims against the Company with respect to Section 5(c) of the Agreement. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive he has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) Executive, for and on behalf of himself herself and his her heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law or in equity, which Executive may now have or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived and released by this Release include, without limitation, any and all Claims arising out of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21, all as amended, and all other federal, state and local statutes, ordinances, regulations and the common law, and any and all Claims arising out of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall not be construed as waiving or releasing any claim or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge with the Equal Employment Opportunity Commission or other government agency. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he she is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he she has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) In exchange for the payments and benefits identified in this Agreement, certain of which the Executive acknowledges are in addition to anything of value to which he is already entitled, the Executive, for and on behalf of himself and his beneficiaries, heirs and assigns, hereby waives releases, settles and releases forever discharges the Company Entities and their subsidiaries, affiliates, successors and assigns, together with their past and present shareholders, directors, officers, employees, agents, insurers, attorneys, and any common other party associated with the Company Entities, to the fullest extent permitted by applicable law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect of any member of the Company Group (collectively, “Claims”). The Claims waived and released by this Release include from any and all Claimsclaims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, whether in law suspected or in equityunsuspected, which the Executive ever had or may now have against the Company or ever had against any member of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreementforegoing. The Claims waived and released by this Release includeThis includes, without limitation, any and all Claims claims, liens, demands, or liabilities arising out of or in any way connected with the Executive’s 's employment with the Company Group underand the termination of that employment pursuant to any federal, by way of example and not limitation, state or local laws regulating employment such as the Age Discrimination in Employment Civil Rights Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII the Family and Medical Leave Act of 1993, the Civil Rights Act of 1964known as 42 USC 1981, the Employee Retirement Income Security Act of 19741974 ("ERISA"), the Family Medical Leave Worker Adjustment and Retraining Notification Act, the Securities Fair Labor Standards Act of 19331938, the Securities Exchange Act of 1934, and the Texas Labor Code Chapter 21, all as amended, and all well as other federal, state state, and local statuteslaws, ordinancesexcept that this release shall not affect any rights of the Executive for benefits payable under any Social Security, regulations and the common law, and any and all Claims Worker's Compensation or unemployment laws or rights arising out of any express breach of this Agreement by the Company. (a) that this Agreement and the Waiver are written in a manner which he understands; (b) that the Waiver specifically relates to rights or implied contractclaims under the Act; (c) that he does not waive any rights or claims under the Act that may arise after the date of execution of the Waiver; (d) that he waives rights or claims under the Act in exchange for consideration in addition to anything of value to which he is already entitled; and (e) that he is advised in writing to consult with an attorney prior to executing the Waiver. The Executive acknowledges that he was given up to 21 days to consider executing this Agreement, except as described in Paragraphs including the Waiver. The Executive has 15 days following his execution of this Agreement to revoke the Waiver (the "Revocation Period"). In the event the Executive revokes the Waiver, the Company shall not be required to make the payments under Section 2(b) and 2(c) belowof this Agreement. (b) The waiver In exchange for the Executive's agreements and release covenants set forth in this Section 3 is intended Agreement, the Company and its subsidiaries, on behalf of such entities and their successors and assigns, hereby release, settle and forever discharge the Executive, and his heirs, successors and assigns, to be construed as broadly the fullest extent permitted by applicable law, from any and comprehensively as applicable law permits. The waiver all claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which the Company and release shall not be construed as waiving its subsidiaries ever had or releasing may now have against the Executive other than (i) any claim claims related to, arising under or right that as a matter of law cannot be waived or released, including Executive’s right to file a charge in connection with the Equal Employment Opportunity Commission Executive's fraudulent or other government agencycriminal activity and (ii) any claims arising out of the Executive's breach of this Agreement. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) The Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released herebyacknowledges that, that the same have not been assignedin executing this Agreement, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has not relied upon any representation or statement made by the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained Company not set forth herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.

Waiver and Release. (a) ExecutiveThis Agreement constitutes a full and complete satisfaction of any claims Shexxxxxx xxy have against the Company by reason of his former employment with the Company, for his Chairmanship, Directorship, or any position or affiliation he has had with the Company or any of its affiliates. Shexxxxxx xxreby releases, acquits, and on behalf of himself and his heirs and forever discharges the Company, its successors, assigns, hereby insurers, attorneys, representatives, officers, directors, agents, employees, subsidiaries and parent and affiliated corporations from any and all claims, potential claims, demands, suits, complaints, liabilities, obligations, promises, agreements, actions, causes of action, rights, damages, costs, losses, debts, charges, expenses or other liability, known or unknown, fixed or contingent, liquidated or unliquidated, and waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to Executive’s employment or termination of employment with, or Executive’s serving in any capacity in respect and all rights of any member of the Company Group (collectivelykind and description, “Claims”). The Claims waived and released by this Release include any and all Claims, whether known or unknown, whether in law that he has or in equity, which Executive may now have or ever had against any member the Company as of the Company Group or any shareholder, employee, officer, director, agent, attorney, representative, trustee, administrator or fiduciary of any member of the Company Group (collectively, the “Company Releasees”) up to and including the date of Executive’s execution of this Agreement. The Claims waived This waiver and released by this Release includerelease includes, without limitationbut is not limited to, any all claims and all Claims arising out causes of Executive’s employment with the Company Group under, by way of example and not limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”, a law which prohibits discrimination on the basis of age against persons age 40 and older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, action under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended; the Civil Rights Act of 1866; the Texas Commission on Human Rights Act; the Texas Payday Act; the Americans with Disabilities Act; the Older Workers Benefit Protection Act of 1990; the Employee Retirement Income Security Act of 1974, as amended; the Worker Adjustment and Retraining Notification Act; the Family Medical Leave Act, ; the Securities Act of 1933, the Securities Exchange Act of 1934, and the Texas Fair Labor Code Chapter 21, Standards Act; all as amended, and all other federal, state and local statutesfederal statutes and regulations; all oral or written contract rights, ordinancesincluding all rights under common law such as breach of contract, regulations and the common law, and any and all Claims arising out tort or personal injury of any express or implied contract, except as described in Paragraphs 2(b) and 2(c) below. (b) The waiver and release set forth in this Section 3 sort. It is intended to be construed as broadly and comprehensively as applicable law permits. The waiver and release shall agreed that Shexxxxxx xx not be construed as waiving waving or releasing any claim or right rights and/or coverages that he may have had from the Company as a matter result of law cannot be waived his employment by or released, including Executive’s right to file a charge Directorship with the Equal Employment Opportunity Commission or other government agencyCompany. (c) Notwithstanding anything else in this Release, Executive does not waive or release claims with respect to: (i) Executive’s entitlement, if any, to severance benefits pursuant to the Employment Agreement; (ii) vested benefits or payments specifically to be provided to the Executive pursuant to the Employment Agreement or any Company employee benefit plans or policies; (iii) indemnification pursuant to any applicable provision of the Company’s Bylaws or Certificate of Incorporation, as amended, pursuant to any written indemnification agreement between the Executive and the Company, or pursuant to applicable law; (iv) any claims which the Executive may have solely by virtue of the Executive’s status as a shareholder of the Company; or (v) unemployment compensation to which Executive may be entitled under applicable law. (d) Executive represents and warrants that he is the sole owner of the actual or alleged Claims that are released hereby, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any manner, and that he has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (e) Subject to Section 4, Executive represents that Executive has not filed any complaints, charges or lawsuits against the Company with any governmental agency or any court based on Claims that are released and waived by this Release.