Common use of Complete Release of Claims Clause in Contracts

Complete Release of Claims. (a) In exchange for the consideration received by Xxxxxx herein, which consideration Xxxxxx was not entitled to but for Xxxxxx’x entry into this Agreement, Xxxxxx hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Xxxxxx executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Xxxxxx may have under any employment contract, severance plan, incentive compensation plan, or equity-based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Xxxxxx may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the Company’s agreement to provide the consideration received by Xxxxxx hereinset forth in Section 3 of the Separation Agreement (and any portion thereof), which consideration Xxxxxx was not entitled to but for Xxxxxx’x entry into this AgreementExecutive hereby forever releases and discharges the Company, Xxxxxx hereby releaseseach of the other FINV Entities, discharges and forever acquits the Company and its Affiliates (as defined below) and each of their respective parents, subsidiaries, and predecessors, successors, assigns or affiliated entities, along with each of the foregoing entities’ respective pastowners, present and future membersstockholders, partners (including general partners and limited partners), officers, directors, trustees, officersmembers, managers, employees, agents, attorneys, heirssuccessors, legal representativesadministrators, insurers, insurers and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans, in their personal and representative capacities (collectively, collectively the “Confirming Release Company Parties”), from liability forfrom, and Executive hereby waives, waives any and all claims, demands, liabilities and causes of action, whether statutory or common law, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes of action of any kind related to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring on or prior to the date that Xxxxxx executes Executive executed this AgreementRelease, including including, without limitation, (i) any alleged violation through such date of: (A1) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, ; (2) the Civil Rights Act of 1991, ; (3) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B4) the Employee Retirement Income Security Act of 1974, as amended; (C5) the Immigration Reform Control Act, as amended; (D6) the National Labor Relations ActAmericans with Disabilities Act of 1990, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G7) the Texas Labor Code (specifically including the Texas Payday Law, Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act)) and amendments to those laws; (H) any federal8) the Occupational Safety and Health Act, state or local wage and hour lawas amended; (I9) the Family and Medical Leave Act of 1993, as amended; (10) the Age Discrimination in Employment Act of 1967, as amendedamended (including as amended by the Older Workers Benefit Protection Act); (J11) any local, state or federal anti-discrimination or anti-retaliation law; (12) any other local, state or federal law, regulation or ordinance; or (Kii) any public policy, contract, tort, or common law claim; (iiiii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Xxxxxx may have under any employment contract, severance plan, incentive compensation plan, or equity-based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Partythe matters referenced herein; and (iv) any claim for compensation or benefits and all claims Executive may have arising as the result of any kind not expressly set forth in this Agreement alleged breach of any employment agreement, the Frank’s International N.V. 2013 Long-Term Incentive Plan (and any award granted thereunder) or any other contract, incentive compensation plan or agreement, or other compensation plan or agreement with any Company Party (collectively, the “Confirming Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Executive is simply agreeing that, in exchange for any the consideration received by him pursuant to Section 2as a result of his execution of this Confirming Release, any and all potential claims of this nature that Xxxxxx Executive may have against the Confirming Release Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Xxxxxx hereinset forth in Section 4 (and any portion thereof), which consideration Xxxxxx was not entitled to but for Xxxxxx’x entry into this Agreement, Xxxxxx hereby releases, Executive forever releases and discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees)other Company Parties from, and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby Executive waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action of any kind related to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring that actually or allegedly occurred, whether known or unknown, on or prior to the date that Xxxxxx executes Executive executed this Agreement, including including, (i) any alleged violation through such date of: (A) any federalthe Family and Medical Leave Act of 1993, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including as amended; (B) Title VII of the Civil Rights Act of 1964, as amended, ; (C) the Civil Rights Act of 1991, ; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended and (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (EH) the Occupational Safety and Health Act, as amended; (FI) the Family and Medical Leave Genetic Information Nondiscrimination Act of 19932008; (GJ) the Texas Fair Labor Code (specifically including the Texas Payday LawStandards Act of 1938, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act)as amended; (H) any federal, state or local wage and hour law; (IK) the Age Discrimination in Employment Act of 1967, as amendedamended (including as amended by the Older Workers Benefit Protection Act) (the “ADEA”); (JM) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, (N) any other local, state state, or federal anti-discrimination or anti-retaliation law; (O) any other local, state, or federal law, regulation regulation, or ordinanceordinance including under Maryland State law, the Maryland Equal Pay Act, and Title 20 of the State Government Article of the Maryland Annotated Code, all as amended; (P) any other local or state law, regulation, or ordinance in a state or jurisdiction where Executive worked on behalf of the Company or any of the other Company Parties; (Kii) any public policy, contract, tort, or common law claim, including any claim for defamation, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of any implied duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (iiiii) any allegation for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Released Claim; (iiiiv) any and all rights, benefits or claims Xxxxxx Executive may have arising under or as the result of any alleged breach of any contract (including any offer letter or employment contractcontract (including the Employment Agreement), severance plan, or incentive compensation plan, or equity-based compensation plan with any Company Party or agreement (including the LTIP, Grant Agreements, and Other RSU Award Agreements (as defined below))) with the Company or any award agreement) or to any ownership interest in any other Company Party; and (ivv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement Agreement; and (vi) any and all claims arising from, or relating to, the LTIP or Executive’s status as a holder of the phantom units or stock described therein or any other claims, whether direct or derivative, arising from being an equity holder of any Company Party (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Xxxxxxxxx is simply agreeing that, in exchange for any consideration received by him Executive pursuant to Section 24, any and all potential claims of this nature that Xxxxxx Executive may have against the Company and any other Company Parties, regardless of whether they actually exist, are expressly settled, compromised compromised, and waived. Notwithstanding the foregoing, the Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Xxxxxx hereinset forth in Section 3 (and any portion thereof), which consideration Xxxxxx was not entitled to but for Xxxxxx’x entry into this AgreementEmployee hereby forever releases and discharges the Company, Xxxxxx hereby releasesEVA, discharges Holdings, each of their respective affiliates, and forever acquits the Company each of their respective past, present, and its Affiliates (as defined below) and future parents, subsidiaries, predecessors, successors, and assigns, along with each of the foregoing entities’ respective pastaffiliates, present and future membersowners, partners (including general partners and limited shareholders, partners), officers, directors, trustees, officersmembers, managers, employees, trustees, representatives, agents, attorneys, heirssuccessors, legal representativesadministrators, fiduciaries, insurers, and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for) from, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action of any kind related to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring that actually or allegedly occurred, whether known or unknown, on or prior to the date that Xxxxxx executes Employee executed this Agreement, including including, (i) any alleged violation through such date of: (A) any federalthe Age Discrimination in Employment Act of 1967, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance as amended (including as amended by the Older Workers Benefit Protection Act); (B) Title VII of the Civil Rights Act of 1964, as amended, ; (C) the Civil Rights Act of 1991, ; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended and (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (DH) the National Labor Relations Act, as amended; (EI) the Occupational Safety and Health Act, as amended; (FJ) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (JK) any local, state, or federal anti-discrimination or anti-retaliation law; and (L) any other local, state state, or federal law, regulation regulation, or ordinanceordinance (including the Virginians with Disabilities Act, the Virginia Human Rights Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law, the Maryland Equal Pay Act, and Title 20 of the State Government Article of the Maryland Annotated Code, all as amended); or (Kii) any public policy, contract, tort, or common law claim; (iiiii) any allegation for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Released Claim; (iiiiv) any and all rights, benefits or claims Xxxxxx Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement, any offer letter, other employment contract, severance plan, or incentive compensation plan, or equity-based compensation plan or agreement (including the AICP)) with any Company Party Party; (including v) any award agreementand all claims arising from, or relating to the LTIP or Employee’s status as a holder of the phantom units described therein; (vi) any and all claims arising from, or relating to, the LP Agreement (as defined below) or to Employee’s status as a holder of the Holdings Units (as defined below) or any ownership interest other interests in Holdings, EVA, or any other Company Party; and (ivvii) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Employee is simply agreeing that, in exchange for any consideration received by him Employee pursuant to Section 23, any and all potential claims of this nature that Xxxxxx Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised compromised, and waived. Notwithstanding the foregoing, the Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the Company’s agreement to provide the consideration received by Xxxxxx hereinset forth in Sections 3 of the Agreement and Section 11. 1 of the Confidentiality Agreement (and any portion thereof), which consideration Xxxxxx was not entitled to but for Xxxxxx’x entry into this AgreementExecutive hereby forever releases and discharges the Company, Xxxxxx hereby releaseseach of the other FINV Entities, discharges and forever acquits the Company and its Affiliates (as defined below) and each of their respective parents, subsidiaries, and predecessors, successors, assigns or affiliated entities, along with each of the foregoing entities’ respective pastowners, present and future membersstockholders, partners (including general partners and limited partners), officers, directors, trustees, officersmembers, managers, employees, agents, attorneys, heirssuccessors, legal representativesadministrators, insurers, insurers and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans, in their personal and representative capacities (collectively, collectively the “Confirming Release Company Parties”), from liability forfrom, and Executive hereby waives, waives any and all claims, demands, liabilities and causes of action, whether statutory or common law, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes of action of any kind related to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring on or prior to the date that Xxxxxx executes Executive executed this AgreementRelease, including including, without limitation, (i) any alleged violation through such date of: (A1) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, ; (2) the Civil Rights Act of 1991, ; (3) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B4) the Employee Retirement Income Security Act of 1974, as amended; (C5) the Immigration Reform Control Act, as amended; (D6) the National Labor Relations ActAmericans with Disabilities Act of 1990, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G7) the Texas Labor Code (specifically including the Texas Payday Law, Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act)) and amendments to those laws; (H) any federal8) the Occupational Safety and Health Act, state or local wage and hour lawas amended; (I9) the Family and Medical Leave Act of 1993, as amended; (10) the Age Discrimination in Employment Act of 1967, as amendedamended (including as amended by the Older Workers Benefit Protection Act); (J11) any local, state or federal anti-discrimination or anti-retaliation law; (12) any other local, state or federal law, regulation or ordinance; or (Kii) any public policy, contract, tort, or common law claim; (iiiii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Xxxxxx may have under any employment contract, severance plan, incentive compensation plan, or equity-based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Partythe matters referenced herein; and (iv) any claim for compensation or benefits and all claims Executive may have arising as the result of any kind not expressly set forth in this Agreement alleged breach of any employment agreement, the Frank’s International N.V. 2013 Long-Term Incentive Plan (and any award granted thereunder) or any other contract, incentive compensation plan or agreement, or other compensation plan or agreement with any Company Party (collectively, the “Confirming Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Executive is simply agreeing that, in exchange for any the consideration received by him pursuant to Section 2as a result of his execution of this Confirming Release, any and all potential claims of this nature that Xxxxxx Executive may have against the Confirming Release Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Xxxxxx hereinset forth in Section 2 of the Transition Agreement (and any portion thereof), which consideration Xxxxxx Executive was not entitled to but for Xxxxxx’x Executive’s entry into this AgreementConfirming Release, Xxxxxx Executive hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Confirming Release Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Xxxxxx’x Executive’s ownership of any interest in any Confirming Release Company Party, Xxxxxx’x Executive’s employment with any Confirming Release Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Xxxxxx Executive executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Xxxxxx Executive may have under any employment contract, severance plan, incentive compensation plan, or equity-based plan with any Confirming Release Company Party (including any award agreement) or to any ownership interest in any Confirming Release Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement Confirming Release (collectively, the “Further Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Executive is simply agreeing that, in exchange for any consideration received by him pursuant to Section 22 of the Transition Agreement, any and all potential claims of this nature that Xxxxxx Executive may have against the Confirming Release Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Further Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx Executive has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. . THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE CONFIRMING RELEASE COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for a)For good and valuable consideration, including the consideration received by Xxxxxx hereinset forth in Section 2 herein (and any portion thereof), which consideration Xxxxxx was not entitled to but for Xxxxxx’x entry into this AgreementEmployee forever releases and discharges the Company, Xxxxxx hereby releasesSelect, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiariesRockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, each of their respective affiliates, and each of the foregoing entities’ respective past, present present, and future membersparents, partners (including general partners and limited subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholders, partners), officers, directors, trustees, officersmembers, managers, employees, trustees, representatives, agents, attorneys, heirssuccessors, legal representativesadministrators, fiduciaries, insurers, and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans (each a “Company Party” and, in their personal and representative capacities (collectively, the “Company Parties”), from liability forin their personal and representative capacities from, and hereby Employee waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action of any kind related to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring that actually or allegedly occurred, whether known or unknown, on or prior to the date that Xxxxxx executes this AgreementSigning Date, including including, (i) any alleged violation through such date of: (A) any federalthe Family and Medical Leave Act of 1993, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including as amended; (B) Title VII of the Civil Rights Act of 1964, as amended, ; (C) the Civil Rights Act of 1991, ; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (BE) the Employee Retirement Income Security Act of 1974, as amendedamended (“ERISA”); (CF) the Immigration Reform Control Act, as amended; (DG) the Americans US 9340655 ​ with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (EI) the Occupational Safety and Health Act, as amended; (FJ) the Family and Medical Leave Genetic Information Nondiscrimination Act of 19932008; (GK) the Fair Labor Standards Act of 1938, as amended; (L) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (M) any local, state, or federal anti-discrimination or anti-retaliation law; (N) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (JO) any other locallocal or state law, regulation, or ordinance in a state or federal law, regulation jurisdiction where Employee worked on behalf of the Company or ordinanceany of the other Company Parties; or (Kii) any claim for any alleged violation of any public policy, contract, tort, or common law claimlaw, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful discharge; (iiiii) any allegation for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Released Claim; (iiiiv) any and all rights, benefits or claims Xxxxxx Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined below) and any other offer letter, employment contract, severance plan, or incentive compensation plan, or equity-based compensation plan with any Company Party (including any award or agreement) with the Company or to any ownership interest in any other Company Party; and (ivv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Employee is simply agreeing that, in exchange for any consideration received by him Employee pursuant to Section 22 (and any portion thereof), any and all potential claims of this nature that Xxxxxx Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised compromised, and waived. Notwithstanding the foregoing, the Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the Company’s agreement to provide the consideration received by Xxxxxx hereindescribed herein (and any part thereof), which consideration Xxxxxx was not entitled to but for Xxxxxx’x entry into this Agreement, Xxxxxx Employee hereby forever releases, discharges and forever acquits the Company Company, EVA, each of their respective parents, subsidiaries and its Affiliates (as defined below) and subsidiariesother affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners (including general partners and limited managers, partners), directors, trustees, officers, managersemployees, employeesprofessional employer organizations, agents, attorneys, heirs, legal predecessors, successors and representatives, insurers, in their personal and representative capacities as well as all employee benefit plans (maintained by the Company or any of its affiliates and their fiduciaries, all fiduciaries and administrators and trustees), and the successors and assigns of the foregoingany such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x Employee’s employment or affiliation with any Company Party, the termination of such employmentemployment or affiliation, and any other acts or omissions related to any matter occurring or existing, whether known or unknown, on or prior to the date time that Xxxxxx Employee executes this Agreement, whether arising under federal or state laws or the laws of any other jurisdiction, including (i) any alleged violation through such date time of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Lawany law, regulation, or ordinance or orders under Maryland State law, the Texas Anti-Retaliation Maryland Equal Pay Act, Chapter 21 and Title 20 of the Texas Labor State Government Article of the Maryland Annotated Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or (KI) any public policy, contract, tort, or common law claim, including any claim for defamation, emotional distress, wrongful termination, fraud or misrepresentation of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in in, or with respect to to, a Released Claim; (iii) any and all rights, benefits or claims Xxxxxx Employee may have under any employment contractcontract (including the Employment Agreement and the Prior Agreement (as defined in the Employment Agreement)) or any other agreement, severance incentive or compensation plan or under any other benefit plan, incentive compensation planprogram or practice, including any claim arising under or relating to the AIC Plan; (iv) any claim, whether direct or derivative, arising from, or equity-based plan with relating to, Employee’s status as a member or holder of any Company Party (including any award agreement) or to any ownership interest in any Company Party; , including all claims arising from or relating to the RUAs and the PUAs, and (ivv) any claim for compensation compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Employee is simply agreeing that, in exchange for any the consideration received by him pursuant to Section 2Employee through this Agreement, any and all potential claims of this nature that Xxxxxx Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for the consideration received by Xxxxxx Executive herein, which such consideration Xxxxxx Executive was not entitled to but for Xxxxxx’x his entry into this Agreement, Xxxxxx Executive hereby releases, discharges and forever acquits the Company and Company, each of its Affiliates (as defined below) affiliates and subsidiaries, and each of the foregoing entities’ their respective past, present and future members, shareholders, owners, investors, partners (including but not limited to general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, employee benefit plans (including fiduciaries and their fiduciaries, administrators and trustees), and the of any such plans) successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x Executive’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Xxxxxx Executive executes this Agreement, including (i) without limitation any alleged violation through such the date that Executive executes this Agreement of: (Ai) any federalthe Age Discrimination in Employment Act of 1967, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended, ; (iii) the Civil Rights Act of 1991, as amended; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and amended; (v) the Executive Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (Dviii) the National Labor Relations Act, as amended; (Eix) the Occupational Safety and Health Act, as amended; (Fx) the Family and Medical Leave Act of 1993, as amended; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (Hxi) any federal, state or local federal anti-discrimination or anti-retaliation law, (xii) any state or federal wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (Jxiii) any other local, state or federal law, regulation or ordinance; or (Kxiv) any public policy, contract, tort, or common law claim; (iixv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claimthe matters referenced herein; (iiixvi) any and all rights, benefits or claims Xxxxxx Executive may have under the any employment contract (including without limitation the Employment Agreement) except to the extent expressly provided for under this Agreement; and (xvii) any and all claims Executive may have arising as the result of any alleged breach of contract, severance plan, incentive compensation plan, plan or equity-based plan agreement with any Company Party (including any award agreement) or to any ownership interest in any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Executive is simply agreeing that, in exchange for any the consideration received by him pursuant to Section 2recited in the first sentence of this paragraph, any and all potential claims of this nature that Xxxxxx Executive may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding By signing this Agreement, Executive is bound by it. Anyone who succeeds to Executive’s rights and responsibilities, such as heirs or the foregoingexecutor of Executive’s estate, the Released Claims do not include (1) is also bound by this Agreement. This release also applies to any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx has claims brought by any person or agency or class action under Delaware law which Executive may have a right or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. benefit. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Xxxxxx hereinset forth in Section 2 of the Separation Agreement (and any portion thereof), which consideration Xxxxxx Holderness was not entitled to but for Xxxxxx’x Holderness’s entry into this AgreementConfirming Release, Xxxxxx Holderness hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Confirming Release Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Xxxxxx’x Holderness’s Holderness’s ownership of any interest in any Confirming Release Company Party, Xxxxxx’x employment with any Confirming Release Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Xxxxxx Holderness executes this AgreementConfirming Release, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Xxxxxx Holderness may have under any employment contract, severance plan, incentive compensation plan, or equity-equity based plan with any Confirming Release Company Party (including any award agreement) or to any ownership interest in any Confirming Release Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in the Separation Agreement or this Agreement Confirming Release (collectively, the “Further Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Holderness is simply agreeing that, in exchange for any consideration received by him pursuant to Section 22 of the Separation Agreement, any and all potential claims of this nature that Xxxxxx Holderness may have against the Confirming Release Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Further Released Claims do not include (1I) any existing rights to indemnification and indemnification, advancement of expenses incurred in connection with the same same, or directors’ and officers’ liability insurance coverage that Xxxxxx Holderness has under Delaware law law, the charter, bylaws, other organizational documents and insurance policies of any Confirming Release Company Party or any agreement with the Company, ‎(2any Confirming Release Company Party; and (II) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within to enforce the meaning terms of the ‎Employee Retirement Income Security Act Separation Agreement, including those in Section 2(a) of 1974, as amendedthe Separation Agreement related to incentive compensation and equity, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. this Confirming Release. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE CONFIRMING RELEASE COMPANY PARTIES.. Exhibit A

Complete Release of Claims. (a) In exchange for the consideration received by Xxxxxx Gobe herein, which consideration Xxxxxx Gobe was not entitled to but for Xxxxxx’x Gobe’s entry into this Agreement, Xxxxxx Gobe hereby releases, discharges and forever acquits the Company Company, Parent, and its their respective Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Xxxxxx’x Gobe’s ownership of any interest in any Company Party, Xxxxxx’x Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Xxxxxx Gobe executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Xxxxxx Gobe may have under any employment contract, severance plan, incentive compensation plan, or equity-equity based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Gobe is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Xxxxxx Gobe may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (1I) any existing rights to indemnification and indemnification, advancement of expenses incurred in connection with the same same, or directors’ and officers’ liability insurance coverage that Xxxxxx Gobe has under Delaware law law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with the Company, ‎(2any Company Party; and (II) any rights or Claims for ‎vested to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for the consideration received by Xxxxxx Holderness herein, a portion of which consideration Xxxxxx Holderness was not entitled to but for Xxxxxx’x Holderness’s entry into this AgreementAgreement and the Confirming Release, Xxxxxx Holderness hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Xxxxxx’x Holderness’ ownership of any interest in any Company Party, Xxxxxx’x Holderness’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Xxxxxx Holderness executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Xxxxxx Holderness may have under any employment contract, severance plan, incentive compensation plan, or equity-equity based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Holderness is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Xxxxxx Holderness may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (1I) any existing rights to indemnification and indemnification, advancement of expenses incurred in connection with the same same, or directors’ and officers’ liability insurance coverage that Xxxxxx Holderness has under Delaware law law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with the Company, ‎(2any Company Party; and (II) any rights or Claims for ‎vested to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for the consideration received by Xxxxxx herein, which consideration Xxxxxx was not entitled to but for Xxxxxx’x entry into this Agreement, Xxxxxx hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Xxxxxx executes this Agreement, including any alleged violation through the date that Xxxxxx executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amendedamended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (KJ) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Xxxxxx may have under any employment contract, severance plan, incentive compensation plan, plan or equity-based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Xxxxxx may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the Company’s agreement to provide the consideration received by Xxxxxx hereindescribed herein (and any part thereof), which consideration Xxxxxx was not entitled to but for Xxxxxx’x entry into this Agreement, Xxxxxx Employee hereby forever releases, discharges and forever acquits the Company Company, Q Power, Insperity PEO Services, L.P. (“Insperity”), each of their respective parents, subsidiaries and its Affiliates (as defined below) and subsidiariesother affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners (including general partners and limited managers, partners), directors, trustees, officers, managersemployees (specifically including. Xxxxx in his personal and representative capacity), employeesprofessional employer organizations, agents, attorneys, heirs, legal predecessors, successors and representatives, insurersin their personal and representative capacities, as well as all employee benefit plans (maintained by the Company or any of its affiliates and their fiduciaries, all fiduciaries and administrators and trustees), and the successors and assigns of the foregoingany such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee hereby waives, any and all claims, damages, damages or causes of action of any kind related to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x Employee’s employment or affiliation with any Company Party, the termination of such employment, Party and any other acts or omissions related to any matter occurring or existing, whether known or unknown, on or prior to the date that Xxxxxx executes this AgreementSigning Date, including whether arising under federal or state laws or the laws of any other jurisdiction, including: (i) any alleged violation through such date time of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) any law, regulation or ordinance or orders under New York State law, the Texas Labor Code (specifically including the Texas Payday New York State Human Rights Law, the Texas Anti-Retaliation ActNew York Labor Law, Chapter 21 the New York Retaliatory Action By Employers Law, Section 125 of the Texas Labor CodeNew York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York Civil Rights Law, the New York Wage-Hour Law, the New York Workers’ Compensation Law, the New York Wage Payment Law, the New York City Human Rights Law and the Texas Whistleblower Act)New York City Earned Sick Leave Law; (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or (KI) any public policy, contract, tort, tort or common law claim, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of implied duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (ii) any allegation for costs, fees, fees or other expenses including attorneys’ fees incurred in in, or with respect to to, a Released Claim; (iii) any and all rights, benefits or claims Xxxxxx Employee may have under any employment contractcontract or any other agreement, severance incentive or compensation plan or under any other benefit plan, incentive compensation planprogram or practice; (iv) any claim, whether direct or derivative, arising from, or equity-based plan with relating to, Employee’s status as a member or holder of any Company Party (including any award agreement) or to any ownership interest in any Company Party, including all claims arising from or relating to the Company Equity Agreements or the Q Power Award Agreements; and (ivv) any claim for compensation compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”)Agreement. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Employee is simply agreeing that, in exchange for any the consideration received by him pursuant to Section 2Employee through this Agreement, any and all potential claims of this nature that Xxxxxx Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Complete Release of Claims. (a) In exchange for For good and valuable consideration, the consideration received by Xxxxxx hereinreceipt and sufficiency of which is hereby acknowledged, which consideration Xxxxxx was not entitled to but for Xxxxxx’x entry into this Agreement, Xxxxxx Employee hereby forever releases, discharges and forever acquits the Company Company, its parents, subsidiaries and its Affiliates (as defined below) and subsidiariesother affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners (including general partners and limited managers, partners), directors, trustees, officers, managersemployees, employeesprofessional employer organizations, agents, attorneys, heirs, legal predecessors, successors and representatives, insurers, in their personal and representative capacities as well as all employee benefit plans (maintained by the Company or any of its affiliates and their fiduciaries, all fiduciaries and administrators and trustees), and the successors and assigns of the foregoingany such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x Employee’s employment with any Company Party, the termination of such employment, ownership of the Company or any other Company Party and any other acts or omissions related to any matter occurring on or prior to the date that Xxxxxx Employee executes this Agreement, whether arising under federal or state laws or the laws of any other jurisdiction, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (H) the Securities Act of 1933; (I) the Age Discrimination in Employment Securities Exchange Act of 1967, as amended1934; (J) the Investment Advisers Act of 1940; (K) the Investment Company Act of 1940; (L) the Private Securities Litigation Reform Act of 1995; (M) the Xxxxxxxx-Xxxxx Act of 2002; (N) the Wall Street Reform and Consumer Protection Act of 2010; (O) any other applicable employment and securities laws; (P) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or (KQ) any public policy, contract, tort, or common law claimclaim or claim for defamation, emotional distress, fraud or misrepresentation of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in in, or with respect to to, a Released Claim; (iii) any and all rights, benefits benefits, or claims Xxxxxx Employee may have under any employment contractcontract (including the Employment Letter), severance and any incentive or compensation plan or agreement (including the Equity Incentive Plan and Option Agreement) or under any other benefit plan, incentive compensation plan, program or equity-based plan with any Company Party (including any award agreement) or to any ownership interest practice not expressly set forth in any Company Partythis Agreement; and (iv) any claim for compensation claims, whether direct or benefits of derivative, arising from being an equityholder in any kind not expressly set forth in this Agreement Company Party (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Employee is simply agreeing that, in exchange for any the consideration received by him pursuant to Section 2Employee through this Agreement, any and all potential claims of this nature that Xxxxxx Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Complete Release of Claims. Employee, on his own behalf and on behalf of his descendants, dependents, heirs, executors and administrators and permitted assigns, past and present (aEmployee’s “Related Parties”) In exchange for the consideration received by Xxxxxx herein, which consideration Xxxxxx was hereby covenants not entitled to but for Xxxxxx’x entry into this Agreement, Xxxxxx hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiariesxxx or pursue any litigation against, and each waive, release, and discharge Employer, its parent, subsidiaries and affiliates, their predecessors, and successors, and all of the foregoing entities’ their respective pastcurrent or former directors, present and future officers, employees, shareholders, partners, members, partners (including general partners and limited partners), directors, trustees, officersagents or representatives, managers, employees, agentstrustees (in their official and individual capacities), attorneys, heirs, legal representatives, insurers, employee benefit plans (and their fiduciaries, administrators and trustees), fiduciaries (in their official and the successors and assigns individual capacities) of any of the foregoing, in their personal and representative capacities foregoing (collectively, the “Company PartiesReleasees”), from liability for, and hereby waives, any and all claims, damagesdemands, rights, judgments, defenses, complaints, actions, charges or causes of action whatsoever, of any and every kind related and description, whether known or unknown, accrued or not accrued, that Employee ever had, now has or shall or may have or assert as of the date of this Agreement against the Releasees relating to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x Employee’s employment with any Company PartyEmployer or the termination thereof or Employee’s service as an officer or director of Employer or its parent, subsidiaries or affiliates or the termination of such employmentservice, and including, without limiting the generality of the foregoing, any other acts claims, demands, rights, judgments, defenses, actions, charges or omissions causes of action related to employment or termination of employment or that arise out of or relate in any matter occurring on or prior way to the date Age Discrimination in Employment Act of 1967 (“ADEA,” a law that Xxxxxx executes this Agreementprohibits discrimination on the basis of age), including (i) any alleged violation through such date of: (A) any federalthe National Labor Relations Act, state or local anti-discrimination law or anti-retaliation lawthe Civil Rights Act of 1991, regulation or ordinance including the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act, the Xxxxxxxx-Xxxxx Act of 1993; (G) 2002, all as amended, and other federal, state and local laws relating to discrimination on the Texas Labor Code (specifically including the Texas Payday Lawbasis of age, sex or other protected class, including, without limitation, the Texas Anti-Retaliation Illinois Whistleblower Act, Chapter 21 740 ILCS 174/1, et seq.; the Illinois Worker Adjustment and Retraining Notification Act, 820 ILCS 65/1, et seq.; the Illinois Human Rights Act, 775 ILCS 5/1-101, et seq.; the Xxxx County Human Rights Ordinance; the Chicago Human Rights Ordinance or any other legal limitation on or regulation of the Texas Labor Codeemployment relationship, and the Texas Whistleblower Act); (H) any all claims under federal, state or local wage laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and hour lawany related claims for attorneys’ fees and costs (collectively, “Claims”) (the “Release”); provided, however, that nothing herein shall release Employer from (I) the Age Discrimination in Employment Act of 1967, as amended; (Ji) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claimrights Employee may have in respect of accrued vested benefits under the employee benefit plans of the Company and its parent and subsidiaries; (ii) any allegation for costsrights Employee may have to indemnification under the Company’s by-laws, feesother applicable law, or any insurance coverage or other expenses including attorneys’ fees incurred in benefits under any directors and officers insurance or with respect to a Released Claimsimilar policies; or (iii) any rights Employee and Employee’s Related Parties may have to obtain as permitted by applicable law in the event of an entry of judgment against Employee and the Employer as a result of any act or failure to act for which Employee and the Employer are held jointly liable. Employee further agrees that this Agreement may be pleaded as a full defense to any action, suit or other proceeding for Claims that is or may be initiated, prosecuted or maintained by Employee or Employee’s heirs or assigns. Employee understands and confirm that Employee is executing this Agreement voluntarily and knowingly, but that this Agreement does not affect Employee’s right to claim otherwise under ADEA. In addition, Employee shall not be precluded by this Agreement from filing a charge with any relevant federal, state or local administrative agency, but Employee agrees to waive Employee’s rights with respect to any monetary or other financial relief arising from any such administrative proceeding. In furtherance of the agreements set forth above, Employee hereby expressly waives and relinquishes any and all rightsrights under any applicable statute, benefits doctrine or principle of law restricting the right of any person to release claims Xxxxxx that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have under any employment contractmaterially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, severance plan, incentive compensation planEmployee acknowledges that Employee is aware that Employee may hereafter discover claims presently unknown or unsuspected, or equity-based plan facts in addition to or different from those that Employee now knows or believes to be true, with any Company Party (including any award agreement) respect to the matters released herein. Nevertheless, it is Employee’s intention to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or to any ownership interest in any Company Party; theretofore have existed, as specifically provided herein. The parties hereto acknowledge and (iv) any claim for compensation or benefits agree that this waiver shall be an essential and material term of any kind not expressly set forth the release contained above. Nothing in this Agreement (collectively, paragraph is intended to expand the “Released Claims”)scope of the release as specified herein. This The Employer’s offer to Employee in this Agreement is not intended as, and shall not be construed as, any admission of liability, wrongdoing or improper conduct by Employer. Employee acknowledges that Employee has not filed or caused to indicate be filed any complaint, charge, claim or proceeding, against any of the Releasees before any local, state, federal or foreign agency, court or other body (each individually a “Proceeding”). Employee represents that Employee is not aware of any basis on which such claims exist a Proceeding could reasonably be instituted. Employee (i) acknowledges that Employee will not initiate or that, if they do exist, they are meritorious. Rather, Xxxxxx is simply agreeing thatcause to be initiated on his behalf any Proceeding and will not participate in any Proceeding, in exchange for each case, except as required by law; and (ii) waives any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Xxxxxx right Employee may have against to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIESEqual Employment Opportunity Commission.

Complete Release of Claims. (a) In exchange for the consideration received by Xxxxxx Rxxxxx herein, which consideration Xxxxxx Rxxxxx was not entitled to but for Xxxxxx’x Rxxxxx'x entry into this Agreement, Xxxxxx Rxxxxx hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ ' respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Xxxxxx’x Rxxxxx'x ownership of any interest in any Company Party, Xxxxxx’x Rxxxxx'x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Xxxxxx Rxxxxx executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amendedamended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (KJ) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ ' fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Xxxxxx Rxxxxx may have under any employment contract, severance plan, incentive compensation plan, or equity-based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “"Released Claims”"); provided, however, that the Released Claims do not include any of Rxxxxx'x rights to indemnity and/or insurance coverages as described in Section 8 below. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxx Rxxxxx is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Xxxxxx Rxxxxx may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (1) any existing rights to indemnification and advancement of expenses incurred in connection with the same that Xxxxxx Rxxxxx has under Delaware law or any agreement with the Company, ‎(2) any rights or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the meaning of the ‎Employee Retirement Income Security Act of 1974, as amended, or (3) any other ‎Claims that cannot be released as a matter ‎of law‎. . THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.