Common use of Complete Release of Claims Clause in Contracts

Complete Release of Claims. (a) In exchange for the consideration received by Executive herein, which consideration Executive was not entitled to but for Executive’s entry into this Agreement and the Confirming Release, 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 (each a “Company Party” and collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Executive’s ownership of any interest in any Company Party, 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 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 Executive 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, Executive 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 Executive 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 any existing rights to indemnification and advancement of expenses incurred in connection with the same that Executive has under Delaware law or any agreement with the Company. 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 Executive hereinset forth in Section 2 of the Separation Agreement (and any portion thereof), which consideration Executive Xxxxxxx was not entitled to but for Executive’s Xxxxxxx’x entry into this Agreement and the Confirming Release, Executive Xxxxxxx 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 (each a “Company Party” and 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 Executive’s Xxxxxxx’x ownership of any interest in any Confirming Release Company Party, Executive’s Xxxxxxx’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 Executive Xxxxxxx 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 Executive Xxxxxxx 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, Executive Xxxxxxx 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 Executive Xxxxxxx 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 any existing rights to indemnification and advancement of expenses incurred in connection with the same that Executive Xxxxxxx has under Delaware law or any agreement with the Company. 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 For good and valuable consideration, including the consideration received by Executive hereinset forth in Section 3 (and any portion thereof), which consideration Executive was not entitled to but for Executive’s entry into this Agreement Employee hereby forever releases and discharges the Confirming ReleaseCompany, Executive hereby releasesParent, discharges 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 (each a “Company Party” and 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 Executive’s ownership of any interest in any Company Party, Executive’s 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 Executive executes this AgreementSigning Date, including 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, ; (B) the Civil Rights Act of 1991, ; (C) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (BD) the Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”); (CE) the Immigration Reform Control Act, as amended; (DF) the Americans with Disabilities Act of 1990; (G) the National Labor Relations Act, as amended; (EH) the Occupational Safety and Health Act, as amended; (FI) the Family and Medical Leave Act of 1993; (GJ) 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); (HK) any federallocal, state state, or local wage and hour federal anti-discrimination or anti-retaliation law; and (I) the Age Discrimination in Employment Act of 1967, as amended; (JL) any other local, state state, or federal law, regulation regulation, or ordinance; 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 Executive Employee may have arising under or as the result of any alleged breach of any contract (including any offer letter, other employment contract, severance plan, or incentive compensation plan, or equity-based compensation plan or agreement) with any Company Party Party; (including v) any award agreement) claim arising from, or to relating to, Employee’s status as a holder of any ownership interest interests in the Company or any other Company Party; and (ivvi) 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, Executive 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 Executive 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 any existing rights to indemnification and advancement of expenses incurred in connection with the same that Executive has under Delaware law or any agreement with the Company. 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 Executive hereinset forth in Section 3 (and any portion thereof), which consideration Executive was not entitled to but for Executive’s entry into this Agreement Employee hereby forever releases and discharges the Confirming ReleaseCompany, Executive hereby releasesParent, discharges 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 (each a “Company Party” and 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 Executive’s ownership of any interest in any Company Party, Executive’s 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 Executive executes this AgreementSigning Date, including 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 the Age Discrimination in Employment Act of 1967 (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 and ; (E) ERISA; (F) the Immigration Reform Control Act; (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; (GK) 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); (HL) any federallocal, state state, or local wage and hour federal anti-discrimination or anti-retaliation law; and (I) the Age Discrimination in Employment Act of 1967, as amended; (JM) any other local, state state, or federal law, regulation regulation, or ordinance; 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 Executive Employee may have arising under or as the result of any alleged breach of any contract (including any offer letter, other employment contract, severance plan, or incentive compensation plan, or equity-based compensation plan or agreement) with any Company Party Parties; (including v) any award agreement) claim arising from, or to relating to, Employee’s status as a holder of any ownership interest interests in the Company or any other Company Party; and (ivvi) any claim for compensation or benefits of any kind not expressly set forth in this the Separation 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, Executive 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 Executive 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 any existing rights to indemnification and advancement of expenses incurred in connection with the same that Executive has under Delaware law or any agreement with the Company. 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 Executive hereinset forth in Section 2 (and any portion thereof), which consideration Executive was not entitled to but for Executive’s entry into this Agreement and the Confirming Release, Executive Employee hereby forever releases, discharges and forever acquits the Company Company, Parent, each Feeder Entity, each of their respective affiliates, and its Affiliates (as defined below) each of their respective past, present, 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 (each a “Company Party” and 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 Executive’s ownership of any interest in any Company Party, Executive’s 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 Executive executes this AgreementSigning Date, including 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, ; (B) the Civil Rights Act of 1991, ; (C) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (BD) the Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”); (CE) the Immigration Reform Control Act, as amended; (DF) the Americans with Disabilities Act of 1990; (G) the National Labor Relations Act, as amended; (EH) the Occupational Safety and Health Act, as amended; (FI) the Family and Medical Leave Act of 1993; (GJ) 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); (HK) any federallocal, state state, or local wage and hour federal anti-discrimination or anti-retaliation law; and (I) the Age Discrimination in Employment Act of 1967, as amended; (JL) any other local, state state, or federal law, regulation regulation, or ordinance; 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 Executive Employee may have arising under or as the result of any alleged breach of any contract (including any offer letter, other employment contract, severance plan, or incentive compensation plan, or equity-based compensation plan or agreement) with any Company Party Party; (including v) any award agreement) claim arising from, or to relating to, Employee’s status as a holder of any ownership interest interests in the Company or any other Company Party; and (ivvi) 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, Executive Employee is simply agreeing that, in exchange for any consideration received by him Employee pursuant to Section 2, any and all potential claims of this nature that Executive 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 any existing rights to indemnification and advancement of expenses incurred in connection with the same that Executive has under Delaware law or any agreement with the Company. 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 Executive Xxxxxxx herein, which consideration Executive Xxxxxxx was not entitled to but for Executive’s Xxxxxxx’x entry into this Agreement and and, if applicable, the Confirming Release, Executive Xxxxxxx 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 (each a “Company Party” and collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Executive’s Xxxxxxx’x ownership of any interest in any Company Party, Executive’s Xxxxxxx’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 Executive Xxxxxxx 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 Executive Xxxxxxx 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, Executive Xxxxxxx 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 Executive Xxxxxxx 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 any existing rights to indemnification and advancement of expenses incurred in connection with the same that Executive Xxxxxxx has under Delaware law or any agreement with the Company. 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 Executive Wxxxxx herein, which consideration Executive Wxxxxx was not entitled to but for Executive’s Wxxxxx’x entry into this Agreement and the Confirming ReleaseAgreement, Executive Wxxxxx 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 (each a “Company Party” and collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Executive’s Wxxxxx’ ownership of any interest in any Company Party, Executive’s Wxxxxx’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 Executive Wxxxxx 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, 1967 (including as amendedamended by the Older Workers Benefit Protection Act); (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 Executive Wxxxxx 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. RatherRxxxxx, Executive Wxxxxx 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 Executive Wxxxxx 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 (I) 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 Executive Wxxxxx has under Delaware law law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the Companyterms of this Agreement, including those in Section 2 of this Agreement related to incentive compensation 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 For good and valuable consideration, including the consideration received by Executive hereinset forth in Section 3 (and any portion thereof), which consideration Executive was not entitled to but for Executive’s entry into this Agreement Employee hereby forever releases and discharges the Confirming ReleaseCompany, Executive hereby releasesParent, discharges 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 (each a “Company Party” and 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 Executive’s ownership of any interest in any Company Party, Executive’s 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 Executive executes this AgreementSigning Date, including 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 the Age Discrimination in Employment Act of 1967 (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 and ; (E) ERISA; (F) the Immigration Reform Control Act; (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; (GK) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Anti- Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (HL) any federallocal, state state, or local wage and hour federal anti-discrimination or anti-retaliation law; and (I) the Age Discrimination in Employment Act of 1967, as amended; (JM) any other local, state state, or federal law, regulation regulation, or ordinance; 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 Executive Employee may have arising under or as the result of any alleged breach of any contract (including any offer letter, other employment contract, severance plan, or incentive compensation plan, or equity-based compensation plan or agreement) with any Company Party Parties; (including v) any award agreement) claim arising from, or to relating to, Employee’s status as a holder of any ownership interest interests in the Company or any other Company Party; and (ivvi) 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, Executive 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 described in this Section 5 that Executive 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 any existing rights to indemnification and advancement of expenses incurred in connection with the same that Executive has under Delaware law or any agreement with the Company. 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.