Common use of Waiver; Release Clause in Contracts

Waiver; Release. A. ▇▇▇▇▇ waives, releases and discharges Quaker from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs and participation in a class action lawsuit, whether known or unknown, fixed or contingent, that he may have or claim to have against Quaker as of the date this Agreement becomes effective. D▇▇▇▇ further covenants not to file a lawsuit or participate in a class action lawsuit to assert such claims. Without limitation, D▇▇▇▇ specifically waives all claims for back pay, future pay or any other form of compensation or income, except as provided below. This waiver includes but is not limited to claims arising out of or in any way related to D▇▇▇▇'▇ employment or termination of employment with Quaker, including age discrimination claims under the Age Discrimination In Employment Act (as amended), discrimination claims under Title VII of the Civil Rights Act of 1964 (as amended) or the Americans with Disabilities Act, claims for breach of contract, and any other statutory or common law cause of action under state, federal or local law. However, D▇▇▇▇ does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. In addition, he does not waive any rights he may have as an employee on inactive status and/or as a former employee, as the case may be, under this Agreement or any of Quaker's fringe benefit or incentive plans (e.g., its pension plan, the Program, the Long Term Incentive Plan of 1990, etc.), nor does he waive his right to payment for unused vacation, if any, pursuant to Quaker's vacation policy. Notwithstanding anything to the contrary in Paragraph 8 of this Agreement, such benefits shall continue to be governed by the ERISA plans, contracts and/or Quaker policies that exist independent of this Agreement. Finally, D▇▇▇▇ does not waive any right to indemnification he may have pursuant to Quaker's by-laws, insurance coverage and/or applicable law, and Quaker covenants to maintain directors and officers liability insurance coverage for D▇▇▇▇, for actions or omissions while he was an officer, on the same terms as it maintains such coverage (if any) for active officers. B. Quaker waives, releases and discharges D▇▇▇▇ from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs, that it may have or claim to have against D▇▇▇▇ as of the date this Agreement becomes effective; provided, this waiver, release and discharge only apply to claims as to which Quaker's senior officers were aware, on or before the effective date of this Agreement, of all material facts necessary to establish D▇▇▇▇'▇ liability; and further provided, Quaker does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. C. The parties stipulate that nothing contained in this Agreement shall be construed as an admission by either of them of any liability, wrongdoing or unlawful conduct. It is understood that both Quaker and D▇▇▇▇ deny any liability, wrongdoing or unlawful conduct, and each is providing consideration for this waiver and release solely in order to resolve any potential disputes between them amicably and to avoid the expense of potential litigation.

Waiver; Release. A. ▇▇▇▇▇ waivesa. By signing this Agreement, releases you agree that in exchange for the payments and discharges Quaker other benefits and consideration contained in this Agreement to which you are not otherwise entitled, you, on behalf of your heirs, executors, administrators, trustees, legal representatives and assigns, forever release and discharge the Company Entities from any and all claims and liabilitiesclaims, actions, suits, demands, actions obligations, losses, liabilities, debts, obligations for damages (including but not limited to compensatory, exemplary and causes of actionpunitive damages), including expenses, back pay, reinstatement, attorneys' ’ fees and costs and participation in a class action lawsuit, whether known or unknown, fixed or contingent, that he may have or claim to have against Quaker as any of the Pitney Bowe▇ - ▇onfidential Company Entities, arising up to and including the date you sign this Agreement becomes effective. D▇▇▇▇ further covenants not to file a lawsuit or participate in a class action lawsuit to assert such claims. Without limitationAgreement, D▇▇▇▇ specifically waives all claims for back pay, future pay or any other form of compensation or income, except as provided below. This waiver includes including but is not limited to claims arising out of or in any way related to D▇▇▇▇'▇ employment or termination of employment with Quaker, including age discrimination claims under the Age Discrimination In Employment Act (as amended), discrimination claims under following laws including any amendments to them: Title VII of the Civil Rights Act of 1964 (as amended) or 1964; the Civil Rights Act of 1991; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with With Disabilities Act of 1990; the ADA Amendments Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act of 1988; the National Labor Relations Act; 42 U.S.C. 1981; the Family and Medical Leave Act of 1993; the Connecticut Fair Employment Practices Act; the Connecticut Family and Medical Leave Law; the Connecticut Age Discrimination and Employee Insurance Benefits Law; the Connecticut Smokers’ Rights Law; and any and all other claims arising under or out of any other federal, state, or local statute, law, constitution, ordinance or regulation or any other claims for breach of sounding in tort or contract, and including but not limited to claims relating to express or implied contracts, public policy, negligence, personal injury, emotional distress, invasion of privacy, detrimental reliance, promissory estoppel, common law claims or any other statutory claims arising out of or common law cause of action relating to your employment with the Company Entities. Specifically, and without limitation, you waive any rights that you may have under state, federal or local law. However, Dthe Pitney Bowe▇ ▇▇▇e▇▇▇▇▇ does ▇▇▇ Plan, the Pitney Bowe▇ ▇▇▇entive Program and the Key Employee Incentive Program and agree that no additional cash incentives or payments are owed to you, except as provided herein. b. Without detracting in any respect from any other provision of this Agreement, you, in consideration of the payments and benefits provided to you in this Agreement, agree and acknowledge that this Agreement constitutes a knowing and voluntary waiver of all rights or claims you have or may have against the Company Entities as set forth herein, including, but not limited to, all rights or claims arising under the Age Discrimination in Employment Act of 1967, as amended, including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the Age Discrimination in Employment Act of 1967. c. To the fullest extent of the law and subject to the provisions of Section 7(d) below and Section 8 hereof, you represent and affirm that (i) you have not filed or caused to be filed, on your behalf, and are not aware of any lawsuit, complaint or claim for relief against any of the Company Entities, that you do not have a pending claim of unlawful discrimination, harassment, sexual harassment, abuse, assault, or other criminal conduct or retaliation and you will not file or cause a filing on your behalf any lawsuit, complaint or claim for relief against any of the Company Entities; (ii) you have no knowledge of any purported improper, unethical or illegal conduct or activities and have not reported any such conduct or activities to any supervisor, manager, department head, Human Resources representative, Corporate Compliance representative, agent Pitney Bowe▇ - ▇onfidential or other representative of the Company, to any member of the Company’s legal or compliance departments, to PB Resolve, or to the Ethics Hotline; and (iii) you have no knowledge of any issues or concerns with, and you have not had any disagreements with any member of the Company’s management or board of directors regarding, the Company’s financial statements. You will be deemed to have sued the Company Entities if you elect to participate in and/or accept any settlement from any class action filed against any of the Company Entities. d. Nothing in this Agreement shall prohibit or restrict you from (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by any federal or state regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s legal or compliance departments; or (iii) testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of the Sarb▇▇▇▇-▇▇▇▇▇ ▇▇▇ or any federal, state or municipal law relating to fraud or any rule or regulation of the Securities and Exchange Commissioner, or any self-regulatory organization. e. This waiver and release excludes, and you do not waive, release, or discharge or covenant not to s▇▇ for enforcement of any indemnification rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. In addition, he does not waive any rights he may have as an employee on inactive status and/or as a former employee, as the case may be, under this Agreement or any of Quaker's fringe benefit or incentive plans (e.g., its pension plan, the Program, the Long Term Incentive Plan of 1990, etc.), nor does he waive his right to payment for unused vacation, if any, pursuant to Quaker's vacation policy. Notwithstanding anything to the contrary in Paragraph 8 of this Agreement, such benefits shall continue to be governed by the ERISA plans, contracts and/or Quaker policies that exist independent of this Agreement. Finally, D▇▇▇▇ does not waive any right to indemnification he may have pursuant to Quaker's by-laws, insurance coverage and/or applicable law, and Quaker covenants to maintain directors and officers liability insurance coverage for D▇▇▇▇, for actions or omissions while he was an officer, on the same terms as it maintains such coverage (if any) for active officers. B. Quaker waives, releases and discharges D▇▇▇▇ from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs, that it may have or claim to you have against D▇▇▇▇ as of the date this Agreement becomes effective; provided, this waiver, release and discharge only apply to claims as to which Quaker's senior officers were aware, on or before the effective date of this Agreement, of all material facts necessary to establish D▇▇▇▇'▇ liability; and further provided, Quaker does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effectiveCompany. C. The parties stipulate that nothing contained in this Agreement shall be construed as an admission by either of them of any liability, wrongdoing or unlawful conduct. It is understood that both Quaker and D▇▇▇▇ deny any liability, wrongdoing or unlawful conduct, and each is providing consideration for this waiver and release solely in order to resolve any potential disputes between them amicably and to avoid the expense of potential litigation.

Waiver; Release. A. ▇▇▇▇▇ waives, releases and discharges Quaker from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs and participation in a class action lawsuit, whether known or unknown, fixed or contingent, that he may have or claim to have against Quaker as of the date this Agreement becomes effective. DM▇▇▇▇ further covenants not to file a lawsuit or participate in a class action lawsuit to assert such claims. Without limitation, DM▇▇▇▇ specifically waives all claims for back pay, future pay or any other form of compensation or income, except as provided below. This waiver includes but is not limited to claims arising out of or in any way related to DM▇▇▇▇'▇ ' employment or termination of employment with Quaker, including age discrimination claims under the Age Discrimination In Employment Act (as amended), discrimination claims under Title VII of the Civil Rights Act of 1964 (as amended) or the Americans with Disabilities Act, claims for breach of contract, and any other statutory or common law cause of action under state, federal or local law. However, DM▇▇▇▇ does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. In addition, he does not waive any rights he may have as an employee on inactive status and/or as a former employee, as the case may be, under this Agreement or any of Quaker's fringe benefit or incentive plans (e.g., its pension plan, the Program, the Long Term Incentive Plan of 1990, etc.), nor does he waive his right to payment for unused vacation, if any, pursuant to Quaker's vacation policy. Notwithstanding anything to the contrary in Paragraph 8 of this Agreement, such benefits shall continue to be governed by the ERISA plans, contracts and/or Quaker policies that exist independent of this Agreement. Finally, DM▇▇▇▇ does not waive any right to indemnification he may have pursuant to Quaker's by-laws, insurance coverage and/or applicable law, and Quaker covenants to maintain directors and officers liability insurance coverage for DM▇▇▇▇, for actions or omissions while he was an officer, on the same terms as it maintains such coverage (if any) for active officers. B. Quaker waives, releases and discharges DM▇▇▇▇ from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs, that it may have or claim to have against DM▇▇▇▇ as of the date this Agreement becomes effective; provided, this waiver, release and discharge only apply to claims as to which Quaker's senior officers were aware, on or before the effective date of this Agreement, of all material facts necessary to establish DM▇▇▇▇'▇ ' liability; and further provided, Quaker does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. C. The parties stipulate that nothing contained in this Agreement shall be construed as an admission by either of them of any liability, wrongdoing or unlawful conduct. It is understood that both Quaker and DM▇▇▇▇ deny any liability, wrongdoing or unlawful conduct, and each is providing consideration for this waiver and release solely in order to resolve any potential disputes between them amicably and to avoid the expense of potential litigation.

Waiver; Release. A. ▇▇▇▇▇ waives, releases and discharges Quaker from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs and participation in a class action lawsuit, whether known or unknown, fixed or contingent, that he she may have or claim to have against Quaker as of the date this Agreement becomes effective. DA▇▇▇▇ further covenants not to file a lawsuit or participate in a class action lawsuit to assert such claims. Without limitation, DA▇▇▇▇ specifically waives all claims for back pay, future pay or any other form of compensation or income, except as provided below. This waiver includes but is not limited to claims arising out of or in any way related to DA▇▇▇▇'▇ employment or termination of employment with Quaker, including age discrimination claims under the Age Discrimination In Employment Act (as amended), discrimination claims under Title VII of the Civil Rights Act of 1964 (as amended) or the Americans with Disabilities Act, claims for breach of contract, and any other statutory or common law cause of action under state, federal or local law. However, DA▇▇▇▇ does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. In addition, he she does not waive any rights he she may have as an employee on inactive status and/or as a former employee, as the case may be, under this Agreement or any of Quaker's fringe benefit or incentive plans (e.g., its pension plan, the Program, the Long Term Incentive Plan of 1990, etc.), nor does he she waive his her right to payment for unused vacation, if any, pursuant to Quaker's vacation policy. Notwithstanding anything to the contrary in Paragraph 8 of this Agreement, such benefits shall continue to be governed by the ERISA plans, contracts and/or Quaker policies that exist independent of this Agreement. Finally, D▇▇▇▇ does not waive any right to indemnification he may have pursuant to Quaker's by-laws, insurance coverage and/or applicable law, and Quaker covenants to maintain directors and officers liability insurance coverage for D▇▇▇▇, for actions or omissions while he was an officer, on the same terms as it maintains such coverage (if any) for active officers. B. Quaker waives, releases and discharges DA▇▇▇▇ from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs, that it may have or claim to have against DA▇▇▇▇ as of the date this Agreement becomes effective; provided, this waiver, release and discharge only apply to claims as to which Quaker's senior officers or its Board of Directors were aware, on or before the effective date of this Agreement, of all material facts necessary to establish DA▇▇▇▇'▇ liability; and further provided, Quaker does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. C. The parties stipulate that nothing contained in this Agreement shall be construed as an admission by either of them of any liability, wrongdoing or unlawful conduct. It is understood that both Quaker and DA▇▇▇▇ deny any liability, wrongdoing or unlawful conduct, and each is providing consideration for this waiver and release solely in order to resolve any potential disputes between them amicably and to avoid the expense of potential litigation.

Waiver; Release. A. ▇▇▇▇▇▇▇ waives, releases and discharges Quaker from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs and participation in a class action lawsuit, whether known or unknown, fixed or contingent, that he may have or claim to have against Quaker as of the date this Agreement becomes effective. DR▇▇▇▇▇▇ further covenants not to file a lawsuit or participate in a class action lawsuit to assert such claims. Without limitation, DR▇▇▇▇▇▇ specifically waives all claims for back pay, future pay or any other form of compensation or income, except as provided below. This waiver includes but is not limited to claims arising out of or in any way related to DR▇▇▇▇▇▇'▇ employment or termination of employment with Quaker, including age discrimination claims under the Age Discrimination In Employment Act (as amended), discrimination claims under Title VII of the Civil Rights Act of 1964 (as amended) or the Americans with Disabilities Act, claims for breach of contract, and any other statutory or common law cause of action under state, federal or local law. However, DR▇▇▇▇▇▇ does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. In addition, he does not waive any rights he may have as an employee on inactive status and/or as a former employee, as the case may be, under this Agreement or any of Quaker's fringe benefit or incentive plans (e.g., its pension plan, the Program, the Long Term Incentive Plan of 1990, etc.), nor does he waive his right to payment for unused vacation, if any, pursuant to Quaker's vacation policy. Notwithstanding anything to the contrary in Paragraph 8 of this Agreement, such benefits shall continue to be governed by the ERISA plans, contracts and/or Quaker policies that exist independent of this Agreement. Finally, D▇▇▇▇ does not waive any right to indemnification he may have pursuant to Quaker's by-laws, insurance coverage and/or applicable law, and Quaker covenants to maintain directors and officers liability insurance coverage for D▇▇▇▇, for actions or omissions while he was an officer, on the same terms as it maintains such coverage (if any) for active officers. B. Quaker waives, releases and discharges DR▇▇▇▇▇▇ from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs, that it may have or claim to have against DR▇▇▇▇▇▇ as of the date this Agreement becomes effective; provided, this waiver, release and discharge only apply to claims as to which Quaker's senior officers were aware, on or before the effective date of this Agreement, of all material facts necessary to establish DR▇▇▇▇▇▇'▇ liability; and further provided, Quaker does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. C. The parties stipulate that nothing contained in this Agreement shall be construed as an admission by either of them of any liability, wrongdoing or unlawful conduct. It is understood that both Quaker and DR▇▇▇▇▇▇ deny any liability, wrongdoing or unlawful conduct, and each is providing consideration for this waiver and release solely in order to resolve any potential disputes between them amicably and to avoid the expense of potential litigation.

Waiver; Release. A. ▇▇▇▇▇▇▇▇ waives, releases and discharges Quaker from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs and participation in a class action lawsuit, whether known or unknown, fixed or contingent, that he may have or claim to have against Quaker as of the date this Agreement becomes effective. DT▇▇▇▇▇▇▇ further covenants not to file a lawsuit or participate in a class action lawsuit to assert such claims. Without limitation, DT▇▇▇▇▇▇▇ specifically waives all claims for back pay, future pay or any other form of compensation or income, except as provided below. This waiver includes but is not limited to claims arising out of or in any way related to DT▇▇▇▇▇▇▇'▇ employment or termination of employment with Quaker, including age discrimination claims under the Age Discrimination In Employment Act (as amended), discrimination claims under Title VII of the Civil Rights Act of 1964 (as amended) or the Americans with Disabilities Act, claims for breach of contract, and any other statutory or common law cause of action under state, federal or local law. However, DT▇▇▇▇▇▇▇ does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims under this Agreement, nor ones that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. In addition, he does not waive any rights he may have as an employee on inactive status and/or as a former employee, as the case may be, under this Agreement or any of Quaker's fringe benefit or incentive plans (e.g., its pension plan, the Program, the Long Term Incentive Plan of 1990, etc.), nor does he waive his right to payment for unused vacation, if any, pursuant to Quaker's vacation policy. Notwithstanding anything to the contrary in Paragraph 8 of this Agreement, such benefits shall continue to be governed by the ERISA plans, contracts and/or Quaker policies that exist independent of this Agreement. Finally, D▇▇▇▇ does not waive any right to indemnification he may have pursuant to Quaker's by-laws, insurance coverage and/or applicable law, and Quaker covenants to maintain directors and officers liability insurance coverage for D▇▇▇▇, for actions or omissions while he was an officer, on the same terms as it maintains such coverage (if any) for active officers. B. Quaker waives, releases and discharges DT▇▇▇▇▇▇▇ from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees attorneys'fees and costs, that it may have or claim to have against DT▇▇▇▇▇▇▇ as of the date this Agreement becomes effective; provided, this waiver, release and discharge only apply to claims as to which Quaker's senior officers were aware, on or before the effective date of this Agreement, of all material facts necessary to establish DT▇▇▇▇▇▇▇'▇ liability; and further provided, Quaker does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. C. The parties stipulate that nothing contained in this Agreement shall be construed as an admission by either of them of any liability, wrongdoing or unlawful conduct. It is understood that both Quaker and DT▇▇▇▇▇▇▇ deny any liability, wrongdoing or unlawful conduct, and each is providing consideration for this waiver and release solely in order to resolve any potential disputes between them amicably and to avoid the expense of potential litigation.

Waiver; Release. A. ▇▇▇▇▇▇▇▇▇ waives, releases and discharges Quaker from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs and participation in a class action lawsuit, whether known or unknown, fixed or contingent, that he may have or claim to have against Quaker as of the effective date of this Agreement becomes effectiveAgreement. DS▇▇▇▇▇▇▇▇ further covenants not to file a lawsuit or participate in a class action lawsuit to assert such claims. Without limitation, D▇▇▇▇ specifically waives all claims for back pay, future pay or any other form of compensation or income, except as provided below. This waiver includes but is not limited to claims arising out of or in any way related to DS▇▇▇▇▇▇▇▇'▇ employment or termination of employment with Quaker, including age discrimination claims under the Age Discrimination In Employment Act (as amended)Act, discrimination claims under Title VII of the Civil Rights Act of 1964 (as amended) or the Americans with Disabilities Act, claims for breach of contract, and any other statutory or common law cause of action under state, federal or local law. . B. However, DS▇▇▇▇▇▇▇▇ does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. In addition, ; nor does he does not waive any vested rights he may have as an employee on inactive status and/or as a former employee, as the case may be, under this Agreement or any of Quaker's fringe benefit welfare, pension or incentive plans (e.g., its pension plan, the Program, the Long Term Incentive Plan of 1990, etc.)plans, nor does he waive his any right to payment for unused vacation, if any, pursuant to Quaker's vacation policyaccrued during the year in which his retirement becomes effective. Notwithstanding anything to the contrary in Paragraph 8 of this Agreementparagraph 9, such benefits shall continue to be governed by the ERISA separate Quaker plans, existing contracts and/or Quaker policies that exist independent of this Agreement. Finally, D▇▇▇▇ does not waive any right to indemnification he may have pursuant to Quaker's by-laws, insurance coverage and/or applicable law, and Quaker covenants to maintain directors and officers liability insurance coverage for D▇▇▇▇, for actions or omissions while he was an officer, on the same terms as it maintains such coverage (if any) for active officerspolicies. B. C. Quaker waives, releases and discharges DS▇▇▇▇▇▇▇▇ from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs, that it may have or claim to have against DS▇▇▇▇▇▇▇▇ as of the date this Agreement becomes effective; provided, this waiver, release and discharge only apply to claims as to which Quaker's senior officers were the Board (excluding S▇▇▇▇▇▇▇▇) was aware, on or before the effective date of this Agreement, of all material facts necessary to establish DS▇▇▇▇▇▇▇▇'▇ liability; and further provided, Quaker does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. C. D. The parties stipulate that nothing contained in this Agreement shall be construed as an admission by either of them of any liability, wrongdoing or unlawful conduct. It is understood that both Quaker and DS▇▇▇▇▇▇▇▇ deny any liability, wrongdoing or unlawful conduct, and each is providing consideration for this waiver and release solely in order to resolve any potential disputes between them amicably and to avoid the expense of potential litigation.

Waiver; Release. A. ▇▇▇▇▇▇▇▇ waives, releases and discharges Quaker from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs and participation in a class action lawsuit, whether known or unknown, fixed or contingent, that he may have or claim to have against Quaker as of the date of this Agreement becomes effectiveAgreement. DM▇▇▇▇▇▇▇ further covenants not to file a lawsuit or participate in a class action lawsuit to assert such claims. Without limitation, DM▇▇▇▇▇▇▇ specifically waives all claims for back pay, future pay or any other form of compensation or income, except as provided below. This waiver waver includes but is not limited to claims arising out of or in any way related to DM▇▇▇▇▇▇▇'▇ employment or termination of employment with Quaker, including age discrimination claims under the Age Discrimination In Employment Act (as amended), discrimination claims under Title VII of the Civil Rights Act of 1964 (as amended) or the Americans with Disabilities Act, claims for breach of contract, and any other statutory or common law cause of action under state, federal or local law. However, DM▇▇▇▇▇▇▇ does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. In addition, he does not waive any rights he may have (as an employee on inactive status and/or until November 30, 1997 and as a former employee, as the case may be, employee thereafter) under this Agreement or any of Quaker's fringe benefit or incentive plans (e.g., its pension plan, the Program, the SERP, the Long Term Incentive Plan of 1990, etc.), nor does he waive his right to payment for unused vacation, if any, pursuant to Quaker's vacation policy. Notwithstanding anything to the contrary in Paragraph 8 of this Agreementparagraph 9, such benefits shall continue to be governed by the separate ERISA plans, existing contracts and/or Quaker policies (except that exist independent of this Agreement. Finally, D▇▇▇▇ does not waive any right to indemnification he may have the Restricted Share Award is hereby amended pursuant to Quaker's by-laws, insurance coverage and/or applicable law, and Quaker covenants to maintain directors and officers liability insurance coverage for D▇▇▇▇, for actions or omissions while he was an officer, on the same terms as it maintains such coverage (if any) for active officersparagraph 1(C)). B. Quaker waives, releases and discharges DM▇▇▇▇▇▇▇ from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs, that it may have or claim to have against DM▇▇▇▇▇▇▇ as of the date this Agreement becomes effective; provided, this waiver, release and discharge only apply to claims as to which Quaker's senior officers were aware, on or before the effective date of this Agreement, of all material facts necessary to establish DM▇▇▇▇▇▇▇'▇ liability; and further provided, Quaker does not waive, release, discharge or covenant not to s▇▇ for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. C. The parties stipulate that nothing contained in this Agreement shall be construed as an admission by either of them of any liability, wrongdoing or unlawful conduct. It is understood that both Quaker and DM▇▇▇▇▇▇▇ deny any liability, wrongdoing or unlawful conduct, and each is providing consideration for this waiver and release solely in order to resolve any potential disputes between them amicably and to avoid the expense of potential litigation.