Common use of Claims Released Clause in Contracts

Claims Released. In exchange for the benefits payable, ▇▇▇▇▇ for himself, his heirs, executors, administrators, successors, assigns and trustees irrevocably and unconditionally releases NWEC, its current, former and future, parent, subsidiary and related companies, its directors, trustees, officers, employees, agent, attorneys, successors, and assigns, and all persons acting by, through, under, or in concert with any of them (the "Released Parties"), from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation that ▇▇▇▇▇ may have arising out of or related to his employment with or separation from, NWEC ("Claims"). ▇▇▇▇▇ is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any and all claims for equitable estoppel, except as provided in Section 1 above, any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2­901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, any claim filed in NWEC's bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorneys' fees, experts' fees, disbursements and costs which against the Released Parties, that ▇▇▇▇▇ ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of ▇▇▇▇▇'▇ execution of this Release. ▇▇▇▇▇ will never file any lawsuit, complaint or claim based on any Claims, and ▇▇▇▇▇ will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. ▇▇▇▇▇ promises never to seek any damages, remedies, or other relief for himself personally (any right to which ▇▇▇▇▇ hereby waives) by filing or prosecuting a charge with any administrative agency with respect to the Claims purportedly released by this Release. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to challenges to the ADEA release, to the extent, if any, prohibited by applicable law; (b) to claims to enforce ▇▇▇▇▇'▇ rights under this Agreement, (c) to claims that cannot legally be released under applicable law; (d) to claims by ▇▇▇▇▇ for benefits under benefit plans in which he maintains an interest as a former employee of NWEC, (e) to all rights and claims of contribution and of indemnification ▇▇▇▇▇ may have, whether under this Agreement, under the NWEC's Bylaws, by common law, statute, or otherwise, and (f) to rights and claims ▇▇▇▇▇ may have under any policies of directors and officers liability insurance. NWEC hereby releases ▇▇▇▇▇ and his heirs, successors or assigns, from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorneys' fees, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as "NWEC Claims"). NWEC further will never file any lawsuit, complaint, or claim based on any NWEC Claims, and NWEC will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to claims to enforce NWEC's rights under this Agreement, and (b) to claims that ▇▇▇▇▇ has committed fraud or willful misconduct.

Claims Released. In exchange for the benefits payable, ▇▇▇▇▇▇▇ for himself, his heirs, executors, administrators, successors, assigns and trustees irrevocably and unconditionally covenants not to ▇▇▇ and releases NWEC, its current, former and future, parent, subsidiary and related companies, its current and former directors, trustees, officers, employees, agentagents, attorneys, successors, and assigns, and all persons acting by, through, under, or in concert with any of them (the "“Released Parties"”), from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation that ▇▇▇▇▇▇▇ may have arising out of or related to his employment with or separation from, NWEC ("“Claims"”). ▇▇▇▇▇▇▇ is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any and all claims for equitable estoppel, except as provided in Section 1 above, any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amendedamended under the Older Worker’s Benefit Act, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Montana Wrongful Discharge from Employment Act, 39-2­901 2-901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South DakotaDakota and Montana, any claim filed in NWEC's bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorneys' ’ fees, experts' ’ fees, disbursements and costs which against the Released Parties, that ▇▇▇▇▇▇▇ ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of ▇▇▇▇▇'▇▇’▇ execution of this Release. ▇▇▇▇▇▇▇ will never file any lawsuit, complaint or claim based on any Claims, and claim. ▇▇▇▇▇▇▇ will withdraw with prejudice represents that he has not filed any such lawsuitadministrative charge of discrimination to date. However, complaintnotwithstanding any other provision herein, or claim that may already be pending in any court or administrative agency. ▇▇▇▇▇▇▇ promises never acknowledges that this waiver of claims only applies to seek any damagesclaims he is legally permitted to release, remediesand, or other relief for himself personally (any right to which ▇▇▇▇▇ hereby waives) by as such, does not preclude him from filing or prosecuting a charge with of discrimination, though he will not be able to recover any administrative agency with respect to the Claims purportedly released by this Releasedamages if he does file such a charge or if he has filed such a charge. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to challenges to the ADEA release, to the extent, if any, prohibited by applicable law; (b) to claims to enforce ▇▇▇▇▇'▇▇’▇ rights under this Agreement, (c) to claims that cannot legally be released under applicable law; (d) to claims by ▇▇▇▇▇▇▇ for benefits under benefit plans in which he maintains an interest as a former employee of NWEC, (e) to all rights and claims of contribution and of indemnification ▇▇▇▇▇▇▇ may havehave under the Indemnification Agreement between NWEC and ▇▇▇▇▇▇▇ dated April 11, 2006, whether under this Agreement, under the NWEC's ’s Bylaws, by common law, statute, or otherwise, and (f) to all additional or other rights and claims of contribution and indemnification ▇▇▇▇▇▇▇ may have whether under this Agreement, under the NWEC’s Bylaws, by common law, statute or otherwise, and (g) to all rights and claims ▇▇▇▇▇▇▇ may have under any policies of directors and officers liability insurance. NWEC hereby releases ▇▇▇▇▇▇▇ and his heirs, successors or assigns, from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorneys' ’ fees, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as "“NWEC Claims"”). NWEC further will never file any lawsuit, complaint, or claim based on any NWEC Claims, and NWEC will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to claims to enforce NWEC's ’s rights under this Agreement, and (b) to claims that ▇▇▇▇▇▇▇ has committed fraud or willful misconduct.

Claims Released. In exchange for the benefits payableExecutive, ▇▇▇▇▇ for himself, on his own behalf and on behalf of Executive’s heirs, executorssuccessors and assigns, hereby releases and discharges the Company and its Affiliates (as defined in the Severance Plan), and their respective past, present, or future parents, subsidiaries and affiliates, regardless of the form of entity in which maintained, shareholders, officers, directors, managers, members, partners, owners, agents, trustees, administrators, successorsinsurers, assigns and trustees irrevocably and unconditionally releases NWEC, its current, former and future, parent, subsidiary and related companies, its directors, trustees, officersattorneys, employees, agentand employee benefit plans or funds and their fiduciaries, attorneysincluding any predecessors, successorssuccessors and/or assigns thereto (collectively, and assignsthe “Protected Parties”) from any claims, and all persons acting by, through, under, or in concert with any of them (the "Released Parties"), from all actionsdemands, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, action and liabilities and demands of any naturekind (including attorneys’ fees and costs), whether based in law or equity, whether contractual or based in common or statutory law, including federal, state, and local laws, whether known or unknown, whether actual which Executive had, may now have, or potentialhereafter may have, against the Protected Parties based upon facts occurring up to and including the date of the execution of this Agreement, other than the claims retained as provided in Section 1.2 hereof. Without limiting the generality of the foregoing, Executive hereby specifically releases and discharges the Protected Parties from: a. Any claims relating to Executive’s employment by the Protected Parties, including the termination thereof, the terms and conditions of such employment, employee benefits and compensation related to such employment, and/or any of the events relating, directly or indirectly, to or surrounding Executive’s termination, including but not limited to claims for discriminatory, wrongful or retaliatory discharge, breach of contract, tort, defamation, slander, and emotional distress; and b. Any claims of discrimination, harassment, whistle blowing or retaliation in connection with Executive’s employment, and the termination thereof, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether arising under federal, state, local, state or otherwise, as a result of any act that has heretofore occurredlocal law, including, without limitation that ▇▇▇▇▇ may have arising out of or related to his employment with or separation from, NWEC ("Claims"). ▇▇▇▇▇ is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any and all claims for equitable estoppel, except as provided in Section 1 above, any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims arising under Title VII of the Civil Rights Act of 1964, as amended, under the Americans with Disabilities Act, the Civil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Rehabilitation Act of 1973, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and, to the extent applicable to Executive, the Age Discrimination in Employment Act of 1967, as amended, under and the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Older Workers’ Benefit Protection Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2­901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, any claim filed in NWEC's bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorneys' fees, experts' fees, disbursements and costs which against the Released Parties, that ▇▇▇▇▇ ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of ▇▇▇▇▇'▇ execution of this Release. ▇▇▇▇▇ will never file any lawsuit, complaint or claim based on any Claims, and ▇▇▇▇▇ will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. ▇▇▇▇▇ promises never to seek any damages, remedies, or other relief for himself personally (any right to which ▇▇▇▇▇ hereby waives) by filing or prosecuting a charge with any administrative agency with respect to the Claims purportedly released by this Release. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to challenges to the ADEA release, to the extent, if any, prohibited by applicable law; (b) to claims to enforce ▇▇▇▇▇'▇ rights under this Agreement, (c) to claims that cannot legally be released under applicable law; (d) to claims by ▇▇▇▇▇ for benefits under benefit plans in which he maintains an interest as a former employee of NWEC, (e) to all rights and claims of contribution and of indemnification ▇▇▇▇▇ may have, whether under this Agreement, under the NWEC's Bylaws, by common law, statute, or otherwise, and (f) to rights and claims ▇▇▇▇▇ may have under any policies of directors and officers liability insurance. NWEC hereby releases ▇▇▇▇▇ and his heirs, successors or assigns, from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorneys' fees, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as "NWEC Claims"). NWEC further will never file any lawsuit, complaint, or claim based on any NWEC Claims, and NWEC will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to claims to enforce NWEC's rights under this Agreement, and (b) to claims that ▇▇▇▇▇ has committed fraud or willful misconduct.

Claims Released. In exchange for the benefits payable, S▇▇▇▇▇ for himself, his heirs, executors, administrators, successors, assigns and trustees irrevocably and unconditionally releases NWEC, its current, former and future, parent, subsidiary and related companies, its directors, trustees, officers, employees, agent, attorneys, successors, and assigns, and all persons acting by, through, under, or in concert with any of them (the "“Released Parties"”), from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation that S▇▇▇▇▇ may have arising out of or related to his employment with or separation from, NWEC ("“Claims"”). The Claims S▇▇▇▇▇ is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any and all claims for equitable estoppel, except as provided in Section 1 above, any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Dis­abilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2­901 2-901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, any claim filed in NWEC's ’s bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional inten­tional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and punitive puni­tive damages, and attorneys' ’ fees, experts' ’ fees, disbursements and costs which against the Released Parties, that S▇▇▇▇▇ ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of S▇▇▇▇▇'’▇ execution of this Release. S▇▇▇▇▇ will never file any lawsuit, complaint or claim based on any Claims, and S▇▇▇▇▇ will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. S▇▇▇▇▇ promises never to seek any damages, remedies, or other relief for himself personally (any right to which S▇▇▇▇▇ hereby waives) by filing or prosecuting a charge with any administrative agency with respect to the Claims purportedly released by this Release. Notwithstanding any provision to the contrary, this This subsection shall not apply (a) to challenges to the ADEA release, to the extent, if any, prohibited by applicable law; (b) to claims to enforce ▇▇▇▇▇'▇ rights under this Agreement, (c) to claims that cannot legally be released under applicable law; (d) to claims by ▇▇▇▇▇ for benefits under benefit plans in which he maintains an interest as a former employee of NWEC, (e) to all rights and claims of contribution and of indemnification ▇▇▇▇▇ may have, whether under this Agreement, under the NWEC's Bylaws, by common law, statute, or otherwise, and (f) to rights and claims ▇▇▇▇▇ may have under any policies of directors and officers liability insurance. NWEC hereby releases ▇▇▇▇▇ and his heirs, successors or assigns, from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorneys' fees, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as "NWEC Claims"). NWEC further will never file any lawsuit, complaint, or claim based on any NWEC Claims, and NWEC will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to claims to enforce NWEC's rights under this Agreement, and (b) to claims that ▇▇▇▇▇ has committed fraud or willful misconduct.

Claims Released. In exchange for the benefits payableExecutive understands and agrees that Executive is releasing all claims, ▇▇▇▇▇ for himselfwages, his heirsdemands, executorsrights, administratorsliens, successors, assigns and trustees irrevocably and unconditionally releases NWEC, its current, former and future, parent, subsidiary and related companies, its directors, trustees, officers, employees, agent, attorneys, successors, and assigns, and all persons acting by, through, under, agreements or in concert with any of them contracts (the "Released Parties"written or oral), from all covenants, actions, suits, causes of action, suitsobligations, debts, chargescosts, complaintsexpenses, claims, obligations, promises, contracts, agreements, controversiesattorneys’ fees, damages, judgments, rightsorders and liabilities of whatever kind or nature in law, costsequity or otherwise, losseswhether now known or unknown, expensessuspected or unsuspected, liabilities and demands whether or not concealed or hidden which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Released Parties (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member or manager of any natureReleased Party, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Released Party, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, whether actual suspected or potentialunsuspected, whether specifically mentioned herein resulting from any act or not, in law omission by or equity, whether statutory or common law, whether federal, state, localon the part of said Released Parties, or otherwiseany of them, as a result committed or omitted prior to the date of any act that has heretofore occurredthis Agreement, including, without limitation that ▇▇▇▇▇ may have arising out of or related to his employment with or separation from, NWEC ("Claims"). ▇▇▇▇▇ is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any and all claims for equitable estoppel, except as provided in Section 1 above, any and all claims for employee benefits, including, including but not limited toto any claim under Tennessee law, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967Act, as amended, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement and Income Security Act of 19901974, and all other federal, state, or local laws or regulations prohibiting employment discrimination or retaliation or protecting employee rights as well as claims for other tortious or unlawful conduct (the “Claims”); provided, however, that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executive, to the extent that such awards continue after the termination of Executive’s employment or services with the Company in accordance with the applicable terms of such awards, including any vesting provided in Section 3(B) (and subject to any limited period in which to exercise such awards following such termination of employment or services); (2) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); or (5) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, under this Release does not cover any Claim that cannot be so released as a matter of applicable law. For clarity, and as required by law, such waiver does not prevent Executive from filing a whistleblower claim or accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2­901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, any claim filed in NWEC's bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorneys' fees, experts' fees, disbursements and costs which against the Released Parties, that ▇▇▇▇▇ ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of ▇▇▇▇▇'▇ execution of this Release. ▇▇▇▇▇ will never file any lawsuit, complaint or claim based on any Claims, and ▇▇▇▇▇ will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. ▇▇▇▇▇ promises never to seek any damages, remedies, or other relief for himself personally (any right to which ▇▇▇▇▇ hereby waives) by filing or prosecuting a charge with any administrative agency with respect to the Claims purportedly released by this Release. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to challenges to the ADEA release, to the extent, if any, prohibited by applicable law; (b) to claims to enforce ▇▇▇▇▇'▇ rights under this Agreement, (c) to claims that cannot legally be released under applicable law; (d) to claims by ▇▇▇▇▇ for benefits under benefit plans in which he maintains an interest as a former employee of NWEC, (e) to all rights and claims of contribution and of indemnification ▇▇▇▇▇ may have, whether under this Agreement, under the NWEC's Bylaws, by common law, statute, or otherwise, and (f) to rights and claims ▇▇▇▇▇ may have under any policies of directors and officers liability insurance. NWEC hereby releases ▇▇▇▇▇ and his heirs, successors or assigns, from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorneys' fees, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as "NWEC Claims"). NWEC further will never file any lawsuit, complaint, or claim based on any NWEC Claims, and NWEC will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to claims to enforce NWEC's rights under this Agreement, and (b) to claims that ▇▇▇▇▇ has committed fraud or willful misconduct.

Claims Released. In exchange for the benefits payableconsideration granted to him by and through this Release, ▇▇▇▇▇ ▇▇▇, for himself, himself and for his heirs, executors, administrators, successors, assigns assigns, and trustees trustees, irrevocably and unconditionally covenants not to ▇▇▇ and releases NWEC, NorthWestern; its current, former former, and future, future parent, subsidiary subsidiary, and related companies, ; its current and former directors, trustees, officers, employees, agentagents, attorneys, successors, and assigns, ; and all persons acting by, through, under, or in concert with any of them (the "“Released Parties"), ”) from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation limitation, any claim that ▇▇▇▇▇▇▇ may have arising out of or related to his employment with or separation from, NWEC from NorthWestern ("“Claims"”). ▇▇▇▇▇▇▇ is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Severance Separation Date with no further benefits or payments to be provided thereunder, : any and all claims under the WARN Act, as amended, ; any and all claims of wrongful discharge or breach of contract, ; any and all claims for equitable estoppel, except as provided in Section 1 above, ; any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and ; any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Older Worker’s Benefit Protection Act, under the Civil Rights Act of 1866, 42 U.S.C. §§ 1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, ; any and all claims under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 § 201, et seq., the Older Workers Benefit Protection Act, as amended, ; the Wrongful Discharge from Employment Act, 39-2­901 2-901, et seq., MCA, any and all claims under any federal, state state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith faith, including 27-1-221, MCA, or any federal, state, or local laws prohibiting employment discrimination, such as in the State States of South Dakota, any claim filed in NWEC's bankruptcy proceedings, Dakota and Montana; any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, ; any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, and or prima facie tort, ; and any and all claims for injunctive or declaratory relief or for monetary recovery, including including, but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorneys' attorney fees, experts' expert fees, disbursements disbursements, and costs which against the Released Parties, Parties that ▇▇▇▇▇▇▇ ever had, now havehas, or hereafter can, shall, or may have, have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of ▇▇▇▇▇'▇▇’▇ execution of this Release. ▇▇▇▇▇▇▇ will never file any lawsuitagrees and acknowledges that NorthWestern has previously paid all sums owed to him including, complaint or claim based on any Claimsbut not limited to, wages, salary, bonuses, commissions, overtime, business expenses, allowances, vacation pay, holiday pay, sick pay, and other benefits and perquisites as a result of his employment with NorthWestern. ▇▇▇▇▇▇▇ further acknowledges that the separation payment described herein is in addition to any payment, benefit, or other thing of value to which he would be entitled under any policy, plan, or procedure of NorthWestern. ▇▇▇▇▇▇▇ also expressly waives any right or claim that he may have or may assert to payment for salary, wages, back pay, front pay, interest, bonuses, damages, accrued vacation, accrued sick leave, accrued personal leave, medical, dental, optical or hospitalization benefits, pension plan contributions, thrift savings plan contributions or benefits, education benefits, life insurance benefits, overtime, compensatory time, outplacement, settlement pay, attorneys’ fees, disbursements, and/or costs. ▇▇▇▇▇▇▇ agrees that he has no plans, basis, or intent to file or initiate, and that he will withdraw with prejudice never file or initiate, any such lawsuit, complaint, or claim that may already be pending in any court or administrative agencyagainst the released parties. ▇▇▇▇▇▇▇ promises never to seek represents that he has not filed any damagesadministrative charge of discrimination to-date against any of the released parties. However, remediesnotwithstanding any other provision herein, or other relief for himself personally (any right to which ▇▇▇▇▇▇▇ hereby waives) by acknowledges that this waiver of claims only applies to claims he is legally permitted to release and, as such, does not preclude him from filing or prosecuting a charge of discrimination against the released parties, though he agrees that he will not be able to recover and will not seek to recover any damages if he does file such a charge, or if he has filed such a charge. ▇▇▇▇▇▇▇ agrees that in the event any claim, suit, or action would be commenced against NorthWestern arising out of any charge, claim or cause of action of any nature whatsoever, known or unknown, including, but not limited to, claims, suits, or actions relating to ▇▇▇▇▇▇▇’▇ employment with or separation of employment from NorthWestern, through the date this Release is signed, this Release shall constitute a complete defense against any administrative agency with respect to the Claims purportedly released by this Releasesuch claims, suits, or actions so commenced. Notwithstanding any provision to the contrary, this subsection shall not apply to the following: (a) to challenges to the portions of the Release relating to the ADEA releaseor state law claims of age discrimination, to the extent, if any, prohibited by applicable law; (b) to claims to enforce ▇▇▇▇▇'▇▇’▇ rights under this Agreement, Release; (c) to claims that cannot legally be released by private agreement under applicable law; (d) to claims by ▇▇▇▇▇▇▇ for benefits under benefit plans in which he maintains an interest as a former employee of NWEC, NorthWestern and which he has not expressly released herein; and (e) to all rights and claims of contribution and of indemnification ▇▇▇▇▇▇▇ may have, have whether under this AgreementRelease, under the NWEC's NorthWestern’s Bylaws, by common law, by statute, or otherwise, ; and (f) to all rights and or claims ▇▇▇▇▇▇▇ may have under any policies of directors and officers liability insurance. NWEC NorthWestern hereby releases ▇▇▇▇▇▇▇ and his heirs, successors successors, or assigns, assigns from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorneys' attorney fees, liabilities liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as "NWEC “NorthWestern Claims"”). NWEC further NorthWestern will never file any lawsuit, complaint, or claim against ▇▇▇▇▇▇▇ based on any NWEC NorthWestern Claims, and NWEC will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply to (a) to claims to enforce NWEC's NorthWestern’s rights under this Agreement, and Release or (b) to claims that ▇▇▇▇▇▇▇ has committed fraud or engaged in fraud, willful misconduct, or criminal activity.

Claims Released. In exchange for the benefits payable, ▇▇▇▇▇▇ for himself, his heirs, executors, administrators, successors, assigns and trustees irrevocably and unconditionally releases NWEC, its current, former and future, parent, subsidiary and related companies, its directors, trustees, officers, employees, agent, attorneys, successors, and assigns, and all persons acting by, through, under, or in concert with any of them (the "“Released Parties"”), from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation that ▇▇▇▇▇▇ may have arising out of or related to his employment with or separation from, NWEC ("“Claims"”). ▇▇▇▇▇▇ is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any and all claims for equitable estoppel, except as provided in Section 1 above, any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2­901 2-901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, any claim filed in NWEC's bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorneys' ’ fees, experts' ’ fees, disbursements and costs which against the Released Parties, that ▇▇▇▇▇▇ ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of ▇▇▇▇▇'▇’▇ execution of this Release. ▇▇▇▇▇▇ will never file any lawsuit, complaint or claim based on any Claims, and ▇▇▇▇▇▇ will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. ▇▇▇▇▇▇ promises never to seek any damages, remedies, or other relief for himself personally (any right to which ▇▇▇▇▇▇ hereby waives) by filing or prosecuting a charge with any administrative agency with respect to the Claims purportedly released by this Release. Notwithstanding any provision to the contrary, this This subsection shall not apply (a) to challenges to the ADEA release, to the extent, if any, prohibited by applicable law; (b) to claims to enforce ▇▇▇▇▇'▇ rights under this Agreement, (c) to claims that cannot legally be released under applicable law; (d) to claims by ▇▇▇▇▇ for benefits under benefit plans in which he maintains an interest as a former employee of NWEC, (e) to all rights and claims of contribution and of indemnification ▇▇▇▇▇ may have, whether under this Agreement, under the NWEC's Bylaws, by common law, statute, or otherwise, and (f) to rights and claims ▇▇▇▇▇ may have under any policies of directors and officers liability insurance. NWEC hereby releases ▇▇▇▇▇ and his heirs, successors or assigns, from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorneys' fees, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as "NWEC Claims"). NWEC further will never file any lawsuit, complaint, or claim based on any NWEC Claims, and NWEC will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to claims to enforce NWEC's rights under this Agreement, and (b) to claims that ▇▇▇▇▇ has committed fraud or willful misconduct.

Claims Released. In exchange for the benefits payable, C▇▇▇▇▇ ▇▇▇, for himself, his herself and for her heirs, executors, administrators, successors, assigns assigns, and trustees trustees, irrevocably and unconditionally covenants not to s▇▇ and releases NWEC, NorthWestern; its current, former former, and future, future parent, subsidiary subsidiary, and related companies, ; its current and former directors, trustees, officers, employees, agentagents, attorneys, successors, and assigns, ; and all persons acting by, through, under, or in concert with any of them (the "“Released Parties"), ”) from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation limitation, any claim that C▇▇▇▇▇▇▇ may have arising out of or related to his her employment with or separation fromfrom NorthWestern (“Claims”), NWEC ("Claims")except C▇▇▇▇▇▇▇ is not releasing any former employee whose employment was terminated during May 2009 for any claims arising after the date of his or her termination of employment. Waiver & Release Agreement Initials MEC C▇▇▇▇▇▇▇ is releasing the following claims which include, without limitation, claims under his her original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder, : any and all claims under the WARN Act, as amended, ; any and all claims of wrongful discharge or breach of contract, ; any and all claims for equitable estoppel, except as provided in Section 1 above, ; any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended, and ; any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Older Worker’s Benefit Act, under the Civil Rights Act of 1866, 42 U.S.C. §§ 1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, ; any and all claims under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 § 201, et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2­901 et seq., MCA, ; any and all claims under any federal, state state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, faith; any claim filed in NWEC's NorthWestern’s bankruptcy proceedings, and ; any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, ; any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, and or prima facie tort, ; and any and all claims for monetary recovery, including including, but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorneys' attorney fees, experts' expert fees, disbursements disbursements, and costs which against the Released Parties, Parties that C▇▇▇▇▇▇▇ ever had, now havehas, or hereafter can, shall, or may have, have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of C▇▇▇▇▇'▇▇’▇ execution of this Release. C▇▇▇▇▇▇▇ will never file any lawsuit, complaint complaint, or claim based on any Claims, and involving such released matters. C▇▇▇▇▇▇▇ will withdraw with prejudice represents that she has not filed any such lawsuitadministrative charge of discrimination to date. However, complaintnotwithstanding any other provision herein, or claim that may already be pending in any court or administrative agency. C▇▇▇▇▇▇▇ promises never acknowledges that this waiver of claims only applies to seek any damagesclaims she is legally permitted to release and, remediesas such, or other relief for himself personally (any right to which ▇▇▇▇▇ hereby waives) by does not preclude her from filing or prosecuting a charge with of discrimination, though she will not be able to recover any administrative agency with respect to the Claims purportedly released by this Releasedamages if she does file such a charge or if she has filed such a charge. Notwithstanding any provision to the contrary, this subsection shall not apply to the following: (a) to challenges to the ADEA release, release to the extent, if any, prohibited by applicable law; (b) to claims to enforce C▇▇▇▇▇'▇▇’▇ rights under this Agreement, Release; (c) to claims that cannot legally be released under applicable law; (d) to claims by C▇▇▇▇▇▇▇ for benefits under benefit plans in which he she maintains an interest as a former employee of NWEC, NorthWestern; (e) to all rights or claims of contribution and of indemnification C▇▇▇▇▇▇▇ may have under the Indemnification Agreement between NorthWestern and C▇▇▇▇▇▇▇ dated November 16, 2009; (f) all additional or other rights and claims of contribution and of indemnification C▇▇▇▇▇▇▇ may have, have whether under this AgreementRelease, under the NWEC's NorthWestern’s Bylaws, by common law, by statute, or otherwise, ; and (fg) to all rights and or claims C▇▇▇▇▇▇▇ may have under any policies of directors and officers liability insurance. NWEC Waiver & Release Agreement Initials MEC NorthWestern hereby releases C▇▇▇▇▇▇▇ and his her heirs, successors successors, or assigns, assigns from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorneys' attorney fees, liabilities liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as "NWEC “NorthWestern Claims"”). NWEC further NorthWestern will never file any lawsuit, complaint, or claim based on any NWEC NorthWestern Claims, and NWEC NorthWestern will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply to (a) to claims to enforce NWEC's NorthWestern’s rights under this Agreement, and Release or (b) to claims that C▇▇▇▇▇▇▇ has committed fraud or willful misconduct.