Common use of Employee Release Clause in Contracts

Employee Release. (a) Employee, on Employee’s own part and on behalf of Employee’s dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as “Company Releasees”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010.]

Employee Release. (a) Employee, on Employee’s own part and on behalf of Employee’s dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as “Company Releasees”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination separation under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; or (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010.]

Employee Release. (a) Employee, on Employee’s own part and on behalf of Employee’s dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as “Company Releasees”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __March 3, 2010.]

Employee Release. (a) Employee, on Employee’s own part and on behalf of Employee’s dependentsON BEHALF OF HIMSELF, heirsHIS SPOUSE, executorsATTORNEYS, administratorsHEIRS, assignsEXECUTORS, and successorsADMINISTRATORS, and each of themAGENTS, hereby covenants not to ▇▇▇ and fully releasesASSIGNS AND ANY TRUSTS, acquitsPARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, and discharges THE “EMPLOYEE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its respective predecessors, successors and assigns and its parentrespective past and present stockholders, subsidiaries, affiliates, and in such capacities, owners, trusteesmembers, directors, officers, agents, employees, stockholdersagents, representatives, assignsprincipals, insurers and successors attorneys (collectively referred to as together the “Company ReleaseesParties”) with respect to and from any and all claims, wagesdemands, agreements, contracts, covenants, actionsliabilities, suits, causes of actiondamages, losses, expenses, attorneys’ fees, damagesobligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hiddenWHETHER OR NOT ACCRUED OR MATURED, which Employee has at any time heretofore owned of them have or held against said Company Releaseesmay have, including, without limitation, those arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the Company Parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any way connected with other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Employee’s employment relationship with by the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement services as an officer or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject or any of its subsidiaries, or otherwise relating to the terms and conditions termination of such plan and applicable lawemployment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (5i) as a stockholder or optionholder under any provisions of the Company Releasees; [Agreement that expressly survive termination of employment, (ii) to provide the Employee with any accrued or (6) payments and vested benefits to which the Employee is entitledmay have, if any, under the terms Company’s benefit plans and conditions of that certain Secondment Agreementagreements, by and between Employee and including without limitation the Company’s equity incentive plans, dated February __(iii) under any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Employee’s termination]. Employee, 2010ON BEHALF OF HIMSELF AND THE EMPLOYEE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalf.]

Employee Release. (a) Employee, on Employee’s own part and on behalf of Employee’s dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as “Company Releasees”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination separation under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company ReleaseesReleasees and as provided in any agreement with regard thereto; [or and (6) payments and benefits to which Employee is entitledentitled to receive following the Separation Date, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __as of March 3, 2010.]

Employee Release. (a) In consideration for the payments and benefits set forth in the Separation Agreement, as well as the other promises set forth in this Agreement, Employee, on Employee’s own part and on behalf of Employee, Employee’s dependents, heirs, executors, administrators, heirs and assigns, irrevocably and successorsunconditionally releases, waives, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and forever discharges the Company, Company (as defined in the Separation Agreement) and its parent, subsidiaries, present and former affiliates, and in such capacities, owners, trustees, directors, officers, agents, employees, officers, directors, attorneys, stockholders, representatives, assignsplan fiduciaries and benefit plans, and any successors and assigns of the foregoing (collectively referred to as collectively, the “Company Releasees”) with respect to and ), from any and all claims, wages, agreements, contracts, covenantsdemands, actions, suits, causes of action, expensescosts, attorneys’ fees, damages, and all liabilities of whatever kind or nature in law, equity or otherwisewhatsoever, whether known or unknown, suspected fixed or unsuspected, and whether or not concealed or hiddencontingent, which Employee has at any time heretofore owned has, had, or held may have against said Company Releasees, including, without limitation, those Releasees relating to or arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into matter that arises through the date that this Agreement is executed, including claims arising out of any contract between Employee and the Company (including“Released Claims”). Employee agrees not to file a lawsuit to assert any such Released Claims and Employee agrees not to accept any monetary damages or other personal relief (including legal or equitable relief) in connection with any administrative claim or lawsuit filed by any person or entity or governmental agency for a Released Claim, without limitationother than any award or relief under any Securities and Exchange Commission (“SEC”) program. Notwithstanding anything in the foregoing, this Agreement or any other agreement to the contrary, the Released Claims shall not include Employee’s rights to the payments and benefits promised by the Company to Employee under the Separation Agreement. 1.1. Employee understands that included in the Released Claims to the extent permitted by applicable law are claims at law or equity grants or agreementssounding in contract (express or implied) or tort, claims (including claims for monetary damages or other injuries) arising under any federal, state, or local laws, of any jurisdiction, including laws that prohibit age, sex, race, national origin, color, disability, religion, veteran or any other form of discrimination, harassment, or retaliation (including the Age Discrimination in Employment Act, the Americans with Disabilities Act, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, 42 U.S.C. § 1981, or the Rehabilitation Act); (3) , under the Family and Medical Leave Act, the Employee Retirement Income Security Act, or any other claim under any state or federal or other applicable law related to Employee’s employment with or termination from any member of the Company, or any other matter arising between Employee and the Company through the date that this Agreement is executed. 1.2. The Released Claims include any claims against the Company relating to any promise or agreement or policy or offer with the Company and any alleged entitlement to any form of compensation or benefit, including salary, commissions, vacation, payment of personal time off, annual or periodic incentives, bonuses, severance payments, reimbursements, benefits, restricted stock awards, restricted stock units, stock options, stock appreciation rights, and any other financial recovery against the Company or any Releasees. Further, the terms and provisions of this Agreement shall, to the extent permitted by applicable law, extend and apply to all unknown, unsuspected or unanticipated injuries or damages, claims growing out of any legal restrictions on the Company’s right to terminate its employees including any claims based on any violation of public policy or retaliation, or claims regarding rights any restrictions, scope or the Company’s right to fully enforce any of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee’s Employee is entitled Obligations and/or Employee’s obligations under the Employment Agreement; . 1.3. Nothing in this Agreement shall be construed as an attempt to waive or release any right or claim which: is not waivable as a matter of law, involves the consideration provided under this Agreement, arises after the date this Agreement is executed by Employee, involves any legal indemnification rights (4if any exist) relating of Employee for acts or omissions occurring prior to any claims the Separation Date, involves unemployment compensation benefits if Employee is otherwise qualified for accrued, vested such benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; , involves any pending workers’ compensation claim (5however Employee represents and acknowledges that he has no unfiled workers’ compensation claim or unreported injury) as a stockholder or optionholder of the Company Releasees; [any rights to payments or (6) payments and benefits that Employee has pursuant to which Employee is entitled, if any, or under the terms and conditions of that certain Secondment Separation Agreement, by and between Employee and the Company, dated February __, 2010.]

Employee Release. (ai) EmployeeIn consideration for the rights and benefits set forth in the Letter Agreement, on Employee’s own part Employee for and on behalf of Employee’s dependentshimself and his successors, heirs, administrators, executors, administratorsand assigns (individually and collectively, assignsthe “Employee Releasors”), based on events that have occurred on or before the date of Employee’s signature on this Agreement, knowingly and successors, and each of them, hereby covenants voluntarily agrees not to ▇▇▇ and fully releases, acquits, waives and discharges releases forever whatever claims the Employee Releasors may have against Company, Group, Apollo Management, L.P. and its parent▇▇▇▇▇▇ Partners, Inc. and each of their respective affiliates, subsidiaries, affiliatesdivisions, and in such capacitiesshareholders, ownersmembers, trusteespartners, predecessors, directors, employees, managers, officers, agents, employeesand attorneys, stockholders, representativespast and present and/or each of their respective successors, assigns, heirs, executors, and successors administrators (collectively referred to as individually and collectively, the “Company Releasees”) with respect to and ), from any and all manner of action, claims, wages, agreements, contracts, covenants, actions, suits, rights and causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, action which Employee had, may have had, or now has at any time heretofore owned or held against said the Company Releasees, for or by reason of any matter, cause or thing whatsoever, including, without limitation, those but not limited to any claim arising out of or in any way connected with attributable to the Disputes, Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except the termination of Employee’s employment with respect Company, including but not limited to those benefits set forth claims of breach of contract, wrongful termination, unjust dismissal, impairment of economic opportunity, intentional infliction of emotional harm or distress, defamation, libel or slander, or under any federal, state or local law dealing with discrimination or harassment based on race, color, sex, national origin, handicap, religion, disability or sexual preference, or any thing or matter of whatsoever nature, from the beginning of the world to the date hereof, it being the intention of the parties that the releases be unconditional general releases. This release of claims includes, but is not limited to, all claims arising under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Paragraph 1(b) Employment Act (“ADEA”), the Civil Rights Act of 1991, Executive Order 11246, the Equal Pay Act of 1962, Older Workers Benefit Protection Act, as amended, the Medical Leave Act of 1993, as amended, the Indiana Civil Rights Act, I.C. 22-9-1-1, ET SEQ., the Indiana Age Discrimination In Employment Act, I.C. 22-9-2-1, ET SEQ, and the Employment Discrimination Against Disabled Persons Act, I.C. 22-9-5-1, ET SEQ., state fair employment, human rights and/or civil rights laws, and all other federal, state and local labor and anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Notwithstanding anything to the contrary in this Section 2(a)(i), nothing in this release shall affect any claims arising out of the Company’s breach, violation or default, in each case after the date of this Agreement, of any condition, restriction or obligation under the Letter Agreement, the Employment Agreement (as defined in the Letter Agreement), any option agreement between Employee and Group, any stockholders’ agreement in respect of the common stock of Group, or any other written agreement between Employee or Employee’s affiliates and the Company or any of its affiliates. (ii) Employee’s signature below constitutes his representation and warranty that he has not suffered an on the job or occupational injury or incurred any wage, overtime or leave claims, including without limitation, any claims pursuant to the Fair Labor Standards Act and the Family and Medical Leave Act, that could be asserted against any Company Releasees. (iv) Nothing in this Agreement waives Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), or any equivalent state law, or to claims based on events that have not yet occurred. (b) Notwithstanding the foregoingEmployee hereby represents and warrants that, nothing in this Agreement shall be a waiver as of claims: (1) that may arise after the date on which Employee signs of this Agreement; , the Employee has not instituted a lawsuit or proceeding of any kind asserting any claims that are released in Section 2(a)(i) (2“Employee Released Claims”) with respect and promises never to Employee’s right file a lawsuit asserting any such Employee Released Claims. (c) Employee hereby represents and warrants that it holds all right, title to enforce his rights and interest in all the Employee Released Claims, and that survive termination under the Employment Agreement Employee has not assigned or otherwise transferred any other written agreement entered into between right, title or interest in any of the Employee Released Claims, and the Company (includingEmployee hereby covenants that it will not assign or otherwise transfer any right, without limitationtitle or interest in any of the Employee Released Claims, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees agrees to forever indemnify and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of hold forever harmless the Company Releasees subject from all Employee Released Claims, including, but not limited to the terms and conditions of such plan and applicable law; (5) reasonable attorneys’ fees, incurred as a stockholder result of any person or optionholder of entity asserting any such Employee Released Claims against the Company Releasees; [Releasees pursuant to any such assignment or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010transfer.]

Employee Release. (a) EmployeeThe Employee hereby releases the Employer and Holdings, on Employee’s own part and on behalf together with all of Employee’s dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parenttheir parents, subsidiaries, affiliatesaffiliates and divisions, including all related companies, employee leasing companies, and in such capacitiesas to each, ownerstheir respective successors and assigns, trusteesgeneral and limited partners, directors, officers, representatives, attorneys, shareholders, agents, employees, stockholdersAAC/▇▇▇▇ ▇. ▇▇▇▇ Separation Agreement and Release and their respective heirs and personal representatives (collectively, representatives, assigns, and successors (collectively referred to as the “Company Employee Releasees”) with respect to and ), from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, grievances, expenses, liabilities, costs (including attorneys’ fees), damages, and liabilities of whatever kind or nature in law, equity or otherwise, obligations (whether known or unknown), suspected that in any way arise from, grow out of, or unsuspectedare related to the Employee’s employment with the Employer, Employee’s termination of employment with the Employer, Employee’s service as the Chief Financial Officer of Holdings, Employer or their subsidiaries, or events that occurred before the date Employee executes this Agreement (collectively, the “Employee Released Claims”). Employee also represents and whether or not concealed or hidden, which warrants that Employee has at not sold, assigned or transferred any time heretofore owned or held against said Company Releasees, includingReleased Claims. The Employee Released Claims include, without limitation, those any rights or claims in law or equity for breach of contract, wrongful termination or past wages under applicable state law; claims relating to discrimination, harassment, retaliation, accommodation, or whistle blowing (for example, claims under the Age Discrimination in Employment Act (“ADEA”); claims relating to benefits (for example, claims under the Employee Retirement Income Security Act of 1974); claims relating to employee leave (for example, claims under the Family and Medical Leave Act); claims relating to mandatory notifications (for example, claims under the Worker Adjustment and Retraining Notification Act or the Fair Credit Reporting Act); claims relating to worker safety (for example, claims under the Occupational Health and Safety Act of 1970); or claims for personal injury, defamation, mental anguish, injury to health and personal reputation; and any other related claim under federal, state or local law of any form against Employer Releasees; provided, however, that this release does not extend to rights or claims the release of which is expressly prohibited by law or that may arise after the Separation Date in this Agreement. The Employee understands that the categories and statutes listed above are for example only, and that the Employee is waiving all claims, whether based on federal, state, or local law, common law or otherwise. As part of this release, the Employee covenants and agrees not to file, commence or initiate any suits, grievances, demands or causes of action against any Employer Releasee based upon or relating to any Employee Released Claim forever discharged pursuant to this Agreement. In accordance with 29 C.F.R. § 1625.23(b), this covenant not to ▇▇▇ does not preclude Employee from bringing a lawsuit to challenge the validity of the release language contained in this Agreement. If Employee breaches this covenant not to ▇▇▇, Employee hereby agrees to pay all of the reasonable costs and attorneys’ fees actually incurred by the Employer Releasees in defending against such claims, demands, or causes of action, together with such and further damages as may result, directly or indirectly, from that breach. Moreover, Employee agrees that Employee will not persuade or instruct any person to file a suit, claim, or complaint with any state or federal court or administrative agency against the Releasees. The parties agree that this Agreement will not prevent Employee from filing a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”), or its equivalent state or local agencies, or otherwise participating in an administrative investigation. However, to the fullest extent permitted by law, Employee agrees to relinquish and forgo all legal relief, equitable relief, statutory relief, reinstatement, back pay, front pay, and any other damages, benefits, remedies, and relief to which Employee may be entitled as a result of any claim, charge, or complaint against the Releasees and agrees to forgo and relinquish reinstatement, all back pay, front pay, and other damages, benefits, remedies, and relief that Employee could receive from claims, actions, or suits filed or charges instituted or pursued by any agency or commission based upon or arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of matters that are released and waived by this Agreement. (b) . The Parties intend AAC/▇▇▇▇ ▇. ▇▇▇▇ Separation Agreement and Release 2 that this paragraph and the release of claims herein be construed as broadly as lawfully possible. Notwithstanding the foregoing, nothing in this Agreement herein shall release or be a waiver construed to release (i) claims for indemnification and contribution by Employee arising as an employee or officer of claims: Holdings and/or Employer; (1ii) that may arise after the date on which Employee signs Employee’s rights under any retirement or benefit plans; (iii) claims for workers’ compensation; and (iv) Employee’s rights under this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010.]

Employee Release. (a) Except for the Stock Option Agreement or as otherwise provided in this Agreement, as of the Separation Date, Employee, on EmployeePrinse and Praag’s own part Company hereby and on behalf of Employee’s dependents, heirs, executors, administrators, assigns, forever release and successors, discharge Collexis and each of themdirector, hereby covenants not to ▇▇▇ and fully releasesofficer, acquitsemployee, and discharges the Companyconsultant, and its shareholder, parent, subsidiariessubsidiary, affiliatessuccessor, assign and in such capacitiesother affiliate thereof (collectively, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as the “Company ReleaseesCollexis Released Parties”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company ReleaseesClaims, including, without limitation, those any and all such Claims arising out of or related to, Employee’s Employment Agreement and any and all rights thereunder or termination thereof; any rights or promises made or believed to have been made with respect to any shares, options or other securities in or issued by the Collexis Released Parties; and any and all rights, claims or interests in, or in any way connected with Employee’s employment relationship with related to, any of the Company assets or Employee’s separation from employment with properties of or used by all or any one of the CompanyCollexis Released Parties (the “Employee Release”). The foregoing Employee Release shall constitute a complete and general release of all such Claims and a covenant not to ▇▇▇ all or any one of the Collexis Released Parties relating to such Claims. Notwithstanding any provision of this Agreement to the contrary, except but subject to any other agreement that may exist between any one of the Employee Released Parties and any Collexis Released Party with respect to those benefits set forth the Van Praag Stock Sale (as defined below), in Paragraph 1(bno event shall this Employee Release constitute a release by either Employee or Praag’s Company of Claims for monies (the “Purchase Price”) due from the private sale (the “Van Praag Stock Sale”) by either of this Agreement. Collexis B.V.’s shares (bthe “Van Praag Stock”)(which shares have since been exchanged for CHI’s common shares via a corporate reorganization (the “Exchange”)) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan Collexis Released Party (other than Collexis) who is obligated to pay the Purchase Price or pension plan of such person’s obligation to pay the Company Releasees subject to Purchase Price in connection with the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010Van Praag Stock Sale.]

Employee Release. In exchange for the consideration provided for in this Agreement and the Purchase Agreement, Employee (i) will (a) Employeecontemporaneously with the execution of this Agreement provide the Company’s counsel with an executed Stipulation of Discontinuance with Prejudice in the form annexed hereto as Exhibit C, on Employeerelating to the Summons with Notice, Index No. 153282/12 filed in the Supreme Court of the State of New York, County of New York (the “Summons”), which Stipulation of Discontinuance with Prejudice the Company’s own part counsel will hold in escrow in accordance with the terms of the Escrow Agreement and on behalf (b) within two (2) business days after the release of Employee’s dependentsthe Payment from escrow under the Escrow Agreement, heirsthe Company may file the Stipulation of Discontinuance with Prejudice in the Supreme Court of the State of New York, executorsCounty of New York, administratorswithout any further notice to Employee (provided, assignshowever, that in the event the Payment is not received by Employee for any reason, then the Company agrees that notwithstanding any termination or revocation of this Agreement, (x) the Stipulation of Discontinuance with Prejudice shall not be filed and successors(y) any suit or proceeding arising directly and/or indirectly pursuant to or under the Employment Agreement shall be brought solely in state court located in the City, County and each State of them, hereby covenants not to ▇▇▇ New York); and fully releases, acquits, (ii) irrevocably and discharges unconditionally releases the Company, and its parentpredecessors, parents, subsidiaries, affiliates, and in such capacitiespast, owners, trusteespresent and future officers, directors, officersagents, agentsconsultants, employees, stockholders, representatives, assignsand insurers, as applicable, together with all successors and successors assigns of any of the foregoing (collectively referred to as collectively, the “Company Releasees”) with respect to ), of and from any and all claims, wages, agreements, contracts, covenantsdemands, actions, suits, causes of action, expensesrights of action, attorneys’ feescontracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and liabilities proceedings of whatever kind whatsoever kind, nature, or nature in lawdescription, equity direct or otherwiseindirect, whether vested or contingent, known or unknown, suspected or unsuspected, and whether in contract, tort, law, equity, or not concealed otherwise, under the laws of any jurisdiction, that the Employee or hiddenhis predecessors, which Employee has at any time heretofore owned legal representatives, heirs, successors or held assigns, ever had, now has, or hereafter can, shall, or may have, against said the Company Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) date of this Agreement. Agreement (b) Notwithstanding “Claims”). Such release includes, but is not limited to, the foregoingviolation of any express or implied contract; any federal, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employeestate or local laws, restricting an employer’s right to enforce his terminate employees, or otherwise regulating employment; workers compensation, wage and hour, or other employee relations statutes, executive orders, ordinance, or regulations, including any rights that survive termination or claims under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Agreement or Act of 1967, the Fair Labor Standards Act, the WARN Act, the California Wage Orders, the California Labor Code Sections 207, 1183, and 6404.5, the California Occupational Safety and Health Act; AB 1825; the California Family Rights Act and/or any other written agreement entered into between Employee and state or local laws covering the Company same subject matter; tort (including, without limitation, any equity grants or agreementsnegligent conduct, invasion of privacy and defamation); (3) regarding rights any federal, state, or local laws providing recourse for retaliation, wrongful discharge, dismissal or other obligations arising out of indemnificationpublic policy, advancement physical or personal injury, fraud, negligent misrepresentations, and reimbursement similar or related claims. The laws referred to in this section include statutes, regulations, other administrative guidance, and common law doctrines. Any and all claims and/or disputes arising out of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) or relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the foregoing shall be, and are, finally compromised, released and settled. Notwithstanding the foregoing, this release does not include: (A) Employee’s right to enforce the terms of this Agreement, the Purchase Agreement and the relevant escrow agreements; (B) claims that may not be released as a matter of law; and (C) any rights under that certain indemnification agreement by and between the Company Releasees subject and the Employee dated as of on or around January 22, 2012 (the "Indemnification Agreement"). Employee understands that this Agreement releases claims that he may not know about. This is Employee’s knowing and voluntary intent, even though Employee recognizes that someday he might learn that some or all of the facts that he currently believes to be true are untrue and even though he might then regret having signed this Agreement. Except to enforce this Agreement, the Purchase Agreement, the relevant escrow agreements and the Indemnification Agreement, Employee agrees that he will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will he seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning his employment relationship with the Company and/or the termination thereof with respect to all of the claims released herein arising from the beginning of the world up to and including the date of execution of this Agreement (whether known or unknown to him and including any continuing effects of any acts or practices prior to the terms and conditions date of such plan and applicable law; (5) as a stockholder or optionholder execution of this Agreement). Except for the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under set forth herein and in the terms and conditions of that certain Secondment Purchase Agreement, Employee acknowledges that he has been paid all wages and other amounts due to him and that he is not entitled to any other payments or benefits of any kind. If Employee should bring any action arising out of the subject matter covered by this Agreement, except to enforce this Agreement, the Purchase Agreement, the relevant escrow agreements, or the Indemnification Agreement, he understands and between Employee and recognizes that he will, at the option of the Company, dated February __be considered in breach of this Agreement and shall be required to immediately return any and all funds received pursuant to this Agreement. Furthermore, 2010if the Company should prevail concerning any or all of the issues so presented, Employee shall pay to the Company all of the costs and expenses associated with prosecuting a claim for breach, including attorneys’ fees. The Employee agrees that this Agreement does not constitute any admission by the Company that any personnel action it took with respect to the Employee was wrongful, unlawful, tortious, in contravention to the laws or public policies of the State of New York or California, in breach of any written or oral contract, or in violation of any federal statute, regulation, and/or constitutional provision.]

Employee Release. (a) EmployeeExcept for the Stock Option Agreement or as otherwise provided in this Agreement, on Employeeas of the Separation Date, Employee and Buurman’s own part Company hereby and on behalf of Employee’s dependents, heirs, executors, administrators, assigns, forever release and successors, discharge Collexis and each of themdirector, hereby covenants not to ▇▇▇ and fully releasesofficer, acquitsemployee, and discharges the Companyconsultant, and its shareholder, parent, subsidiariessubsidiary, affiliatessuccessor, assign and in such capacitiesother affiliate thereof (collectively, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as the “Company ReleaseesCollexis Released Parties”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company ReleaseesClaims, including, without limitation, those any and all such Claims arising out of or related to, Employee’s Employment Agreement and any and all rights thereunder or termination thereof; any rights or promises made or believed to have been made with respect to any shares, options or other securities in or issued by the Collexis Released Parties; and any and all rights, claims or interests in, or in any way connected with Employee’s employment relationship with related to, any of the Company assets or Employee’s separation from employment with properties of or used by all or any one of the CompanyCollexis Released Parties (the “Employee Release”). The foregoing Employee Release shall constitute a complete and general release of all such Claims and a covenant not to s▇▇ all or any one of the Collexis Released Parties relating to such Claims. Notwithstanding any provision of this Agreement to the contrary, except but subject to any other agreement that may exist between any one of the Employee Released Parties and any Collexis Released Party with respect to those benefits set forth the Buurman Stock Sale (as defined below), in Paragraph 1(bno event shall this Employee Release constitute a release by either Employee or Buurman’s Company of Claims for monies (the “Purchase Price”) due from the private sale (the “Buurman Stock Sale”) by either of this Agreement. Collexis B.V.’s shares (bthe “Buurman Stock”)(which shares have since been exchanged for CHI’s common shares via a corporate reorganization (the “Exchange”)) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan Collexis Released Party (other than Collexis) who is obligated to pay the Purchase Price or pension plan of such person’s obligation to pay the Company Releasees subject to Purchase Price in connection with the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010Buurman Stock Sale.]

Employee Release. (a) Employee, on for Employee and for Employee’s own part and on behalf of Employee’s dependents, heirs, 's executors, administrators, assignsattorneys, and personal representatives, successors, and each assigns, for and in consideration of thempromises made herein, does hereby covenants not to ▇▇▇ irrevocably and KNOWINGLY, VOLUNTARILY and unconditionally waive and release fully releasesand forever any claim, acquitscause of action, loss, expense, or damage, known or unknown, of any and discharges every nature whatsoever against the Company, Company and its parentpast and present parents, subsidiaries, affiliatesdivisions, related or affiliated entities, and in such capacities, owners, trusteesall officers, directors, officersagents, agentsinsurers, attorneys, employees, stockholders, representatives, assigns, and successors or trustees of any or all of the aforesaid entities (hereinafter collectively referred to as “Company Releasees”) with respect to and "Released Entities"), of whatever nature arising from any and all claimsoccurrence or occurrences, wagesfrom the beginning of time until the date of Employee's execution of this Agreement, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at including without limitation any time heretofore owned or held against said Company Releasees, including, without limitation, those claims arising out of or in any way connected with resulting from or relating to Employee’s 's employment relationship with the Company or Employee’s separation from employment with the Companytermination therefrom. It is understood that this release does not serve to waive any claims that, except with respect pursuant to those benefits set forth in Paragraph 1(b) law, cannot be waived or subject to a release of this kind, including claims for unemployment or workers' compensation benefits. By signing this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claimsEmployee is not giving up: (1i) any rights or claims that may arise after the date on which Employee signs this Agreement; (2ii) any claim to challenge the release under the ADEA; (iii) any rights to vested retirement benefits; and (iv) any rights that cannot be waived by operation of law. Without limitation of the foregoing, Employee specifically waives any claims against all Released Entities arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Fair Labor Standards Act, the Portal to Portal Act, the Pennsylvania Human Relations Act, the Pennsylvania Minimum Wage Act, the Pennsylvania Wage Payment and Collection Law, all as amended, or any other federal, state, or local law or ordinance relating in any way to unlawful discharge, discrimination, retaliation, wage payment, or fair employment practices, or any claim under any statutory or common law theory. Should Employee institute any claim released by this paragraph, or should any other person institute such a claim on her behalf, Employee will reimburse the Company or applicable party, as applicable, for any legal fees and expenses incurred in defending such a claim. The intent of this paragraph is to capture any and all claims that Employee has or may have against the Released Parties arising from events occurring prior to the execution of this Agreement and covered by the foregoing release of claims. Employee warrants and represents that Employee has not, prior to signing this Agreement, filed any claim, charge, or complaint with any court or government agency in any way relating to Employee's employment with the Company, nor has Employee filed any claim, charge, or complaint whatsoever against any of the Released Entities identified above. While, this release does not prohibit Employee from disclosing the terms of this Agreement and/or filing a charge with the EEOC, NLRB or any other governmental entity related to the Employee’s employment or separation of employment, Employee understands and acknowledges that the General Release and Waiver of Claims set forth above will completely bar any recovery or relief obtained on Employee's behalf, whether monetary or otherwise, with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms claims that Employee has released against any and conditions of such plan and applicable law; (5) as a stockholder or optionholder all of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010Released Entities.]

Employee Release. Tn consideration of the benefits provided to you pursuant to this Agreement (a) Employeeincluding the Severance Benefits set forth in Paragraph 3), on Employee’s own part you hereby release and on behalf of Employee’s dependentsforever discharge the Company, heirs, executors, administrators, assigns, and successors, Prudential pie and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parenttheir respective parents, subsidiaries, affiliates, and in such capacitiesinvestors, each fund, and each of the above parties' respective past and present officers, owners, trustees, directors, officerspartners, members, shareholders, employees, business partners, agents, employeesportfolio companies predecessors, stockholders, representatives, assignssuccessors, and successors assigns (collectively referred to as “collectively, the "Company Releasees”) with respect to and Parties"), from any and all claims, wagescauses of action, agreementsand liabilities of any nature, contractsincluding, covenantsbut not limited to, those claims concerning or arising, directly or indirectly, from your service with the Company or the termination thereof, including, but not limited to, all actions, suits, causes of action, expensessuits, debts, sums of money, attorneys’ ' fees, costs, accounts, covenants, controversies, agreements, promises, damages, claims, grievances, arbitrations, and liabilities of whatever kind or nature in lawdemands whatsoever, equity or otherwise, whether known or unknown, suspected at law or unsuspectedin equity, by contract (express or implied), in tort, or pursuant to statute, or otherwise (collectively, "Claims"), that (a) covers all Claims that have accrued as of the time you execute this Agreement, including both those that you know about and those that you may not know about, and whether or not concealed or hidden, which Employee has at you intend that the release contained herein shall constitute a general release of any time heretofore owned or held and all claims that you may have against said Company Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company Parties to the fullest extent permissible by law, including any rights to participate in, or Employee’s separation from employment with collect damages in connection with, a collective action brought in respect of any such released claims. The provision of any benefits to you in this Agreement does not signify any admission of wrongdoing or liability by the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Company Parties. Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1i) that may arise after the date on which Employee signs this Agreement; (2) your rights with respect to Employee’s payment of amounts under this Agreement (or to bring any claim against the Company alleging a breach of this Agreement and/or seeking dan1ages arising from such alleged breach) or (ii) any Claims that cannot be waived by law, including without limitation the right to enforce his rights bring an administrative charge with, or to participate in an investigation conducted by, or to participate in a proceeding involving, the Equal Employment Opportunity Commission or other comparable state or local administrative agency. You hereby acknowledge that survive you have been provided Schedule B to this Agreement, a table that lists the job titles and ages of the positions selected or not selected for participation in the separation program, in compliance with the Older Workers Benefit Protection Act, Title 29, section 1625.22. By executing this Agreement, you understand that you are explicitly releasing all Claims relating to your employment and its termination under the Employment Agreement ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. In addition, and notwithstanding anything to the contrary herein, the above release of claims does not release or affect (i) your rights under the Company's group health and/or welfare plans, (ii) your vested rights under the Company's 40 l(k) plan, (iii) your rights to indemnification under the Company's by-laws and/or other corporate agreements and/or under any D&O and/or other written agreement entered into between Employee and insurance policies or Company practices applicable to you or company executives and/or employees or (iv) Claims based on criminal or fraudulent conduct by the Company (includingParties. For the avoidance of doubt, without limitation, any equity grants or agreements); (3) regarding the conclusion of your employment with the Company shall not diminish your rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accruedforegoing indemnification arrangements, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010shall remain in effect in accordance with their terms.]

Employee Release. (a) Employee, on for Employee and for Employee’s own part and on behalf of Employee’s dependents, heirs, 's executors, administrators, assignsattorneys, and personal representatives, successors, and each assigns, for and in consideration of thempromises made herein, does hereby covenants not to ▇▇▇ irrevocably and KNOWINGLY, VOLUNTARILY and unconditionally waive and release fully releasesand forever any claim, acquitscause of action, loss, expense, or damage, known or unknown, of any and discharges every nature whatsoever against the Company, Company and its parentpast and present parents, subsidiaries, affiliatesdivisions, related or affiliated entities, and in such capacities, owners, trusteesall officers, directors, officersagents, agentsinsurers, attorneys, employees, stockholders, representatives, assigns, and successors or trustees of any or all of the aforesaid entities (hereinafter collectively referred to as “Company Releasees”) with respect to and "Released Entities"), of whatever nature arising from any and all claimsoccurrence or occurrences, wagesfrom the beginning of time until the date of Employee's execution of this Agreement, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at including without limitation any time heretofore owned or held against said Company Releasees, including, without limitation, those claims arising out of or in any way connected with resulting from or relating to Employee’s 's employment relationship with the Company or Employee’s separation from employment with the Companytermination therefrom. It is understood that this release does not serve to waive any claims that, except with respect pursuant to those benefits set forth in Paragraph 1(b) law, cannot be waived or subject to a release of this kind, including claims for unemployment or workers' compensation benefits. By signing this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claimsEmployee is not giving up: (1i) any rights or claims that may arise after the date on which Employee signs this Agreement; (2ii) any claim to challenge the release under the ADEA; (iii) any rights to vested retirement benefits; and (iv) any rights that cannot be waived by operation of law. Without limitation of the foregoing, Employee specifically waives any claims against all Released Entities arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Fair Labor Standards Act, the Portal to Portal Act, the Pennsylvania Human Relations Act, the Pennsylvania Minimum Wage Act, the Pennsylvania Wage Payment and Collection Law, all as amended, or any other federal, state, or local law or ordinance relating in any way to unlawful discharge, discrimination, retaliation, wage payment, or fair employment practices, or any claim under any statutory or common law theory. Should Employee institute any claim released by this paragraph, or should any other person institute such a claim on his behalf, Employee will reimburse the Company or applicable party, as applicable, for any legal fees and expenses incurred in defending such a claim. The intent of this paragraph is to capture any and all claims that Employee has or may have against the Released Parties arising from events occurring prior to the execution of this Agreement and covered by the foregoing release of claims. Employee warrants and represents that Employee has not, prior to signing this Agreement, filed any claim, charge, or complaint with any court or government agency in any way relating to Employee's employment with the Company, nor has Employee filed any claim, charge, or complaint whatsoever against any of the Released Entities identified above. While this release does not prohibit Employee from disclosing the terms of this Agreement and/or filing a charge with the EEOC, NLRB or any other governmental entity related to the Employee’s employment or separation of employment, Employee understands and acknowledges that the General Release and Waiver of Claims set forth above will completely bar any recovery or relief obtained on Employee's behalf, whether monetary or otherwise, with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms claims that Employee has released against any and conditions of such plan and applicable law; (5) as a stockholder or optionholder all of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010Released Entities.]

Employee Release. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (a“Employee”), in consideration for the payment of monies and benefits by Department 56, Inc. (the “Company”) pursuant to the Letter Agreement to which this Release is annexed as Exhibit A (the “Letter Agreement”), does hereby confirm his agreement and delivery of this Release by setting forth his signature in the space provided below. Employee, on Employee’s own part and on behalf of Employee’s dependentshimself and his heirs and representatives, heirshereby releases Company and all of its affiliates, executorspredecessors, administratorssubsidiaries, assignssuccessors, employees, officers, directors, agents, insurers, representatives, counsel, shareholders, and successorsall other persons, entities, and each corporations affiliated or related with any of them, hereby covenants not to ▇▇▇ and fully releasesfrom all liability for damages, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as “Company Releasees”) with respect to and from any and all claims, wagesand, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwisedemands, whether known or unknown, suspected of any kind, including all claims for costs, expenses, and attorneys’ fees arising out of any events, acts, decisions, or unsuspectedomissions occurring prior to execution of this Release (including, but not limited to, Employee’s resignation of employment with Company). Employee understands that this Release is a full, final and complete settlement and release of all his claims whatsoever. Without limiting the generality of the foregoing, Employee does hereby waive, release and discharge, and agree to hold harmless Company from, any and all rights, claims and causes of action whatsoever Employee may have, or which may arise, against Company for all claims, including equitable or at law and including but not limited to those based on libel, invasion of privacy, violation of any right of publicity, copyright or trademark infringement in connection with any publication or use, past, present or future, of Employee’s name, image, signature or any photographic reproductions, modifications or alterations thereof in conjunction with Company’s promotional material and products. Employee hereby further assigns to Company all his right, title and interest in any and all inventions, discoveries, improvements and ideas, whether or not in writing or reduced to practice and whether or not concealed patentable or hiddencopyrightable, which Employee has at any time heretofore owned made, authored or held against said Company Releaseesconceived by Employee, including, without limitation, those arising out of whether by the Employee’s individual efforts or in any way connected connection with the efforts of others, and that either (i) relate or related to the Company’s business, products or processes, past, present, anticipated or under development, or (ii) result or resulted from the Employee’s employment relationship with the Company or Employee’s separation from employment with the by Company, except or (iii) use or used Company’s equipment, supplies, facilities or trade secret information. Employee further agrees that he will not institute any claim for damages, by charge or otherwise, nor otherwise authorize any other party, governmental or otherwise, to institute any claim for damages via administrative or legal proceedings against Company, its affiliates, predecessors, subsidiaries, successors, employees, officers, directors, agents, insurers, representatives, counsel, shareholders, and all other persons, entities, and corporations affiliated or related with respect any of them based on any events, acts, decisions, or omissions occurring prior to those benefits set forth in Paragraph 1(b) execution of this Agreement. (b) Notwithstanding Release. Employee also waives the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement money damages or other legal or equitable relief awarded by any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating governmental agency related to any claims for accruedsuch claim. ADDITIONALLY, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject THIS RELEASE SPECIFICALLY WAIVES ALL OF EMPLOYEE’S RIGHTS AND CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (29 U.S.C. § 621 et seq.), AS AMENDED, AND THE OLDER WORKERS’ BENEFIT PROTECTION ACT, AS AMENDED. In connection with this waiver, Employee acknowledges and agrees to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010.]following:

Employee Release. (a) Employee, on Employee’s own part and on behalf of Employee’s dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as “Company Releasees”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company Releasees, including, without limitation, those arising out of or in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination separation under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company ReleaseesReleasees and as provided in any agreement with regard thereto; [or (6) payments and benefits to which Employee is entitledentitled to receive following the Separation Date, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated as of February __22, 2010; and (7) with respect to eBay, Inc. and its affiliates (“eBay”), any rights to (i) indemnification and liability insurance provided by eBay pursuant to the terms thereof; (ii) rights to tax equalization payments pursuant to agreements by and between the Employee and eBay; and (iii) rights to any unpaid payments and benefits from eBay pursuant to that certain transfer of employment letter by and between the Employee and eBay, dated November 14, 2009.]

Employee Release. (a) Employee, on Employee’s own part and on behalf of Employee’s dependents, himself and his heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred other representatives, hereby fully and unconditionally releases and discharges, and promises not to as “file a lawsuit against, the Company Releasees”) with respect to from and from for any and all claims, wages, agreements, contracts, covenantsdemands, actions, suits, causes of action, expenses, attorneys’ fees, damages, liabilities, obligations, promises and liabilities agreements of whatever kind any kind, whether in law or nature in law, equity or otherwise, and whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which unknown that Employee has had at any time heretofore owned before or held against said Company Releasees, including, through the Separation Date (“Employee Claims”). This release includes without limitation, those limitation a release and waiver of any Employee Claims arising out of or in related to any way connected with Employee’s employment relationship with act or failure to act by the Company or Employee’s employment relationship or separation from employment with the Company. This release includes but is not limited to Employee Claims for attorney fees or punitive damages, except with respect to those benefits set forth as well as Employee Claims arising under any federal or state law, statute, or regulation, local ordinance, contract, tort, or any other statutory or common law claims recognized under federal, state, or local law. Except as provided in Paragraph 1(b) of this Agreement. (b) Notwithstanding , Employee acknowledges and agrees that the foregoingCompany does not owe him any other compensation or benefits of any type whatsoever for his services rendered during his employment with the Company, or for any other reason, including commissions, bonuses, expenses, equity, and any other incentive compensation. This release shall be interpreted broadly to accomplish its purpose of being a full release of all Employee Claims and Employee’s promise not to sue. However, nothing in this Agreement shall be a waiver of claimsrelease prohibits Employee from pursuing any Employee Claim that: (1i) that may arise arises after the date on which Employee signs Effective Date of this Agreement; , (2ii) with respect arises from this Agreement itself, (iii) cannot be waived or released under the law, or (iv) relates to Employee’s right to enforce his rights that survive termination under the Employment Agreement own vested or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested accrued employee benefits under any employee Employer’s qualified retirement benefit plan or pension plan plans as of the Company Releasees subject to the terms and conditions of such plan and applicable law; (5Separation Date, including any 401(k) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, match required under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010Employer’s 401(k) plan.]

Employee Release. (a) EmployeeIn consideration of the payments and benefits provided to the Employee under the Employment Agreement and after consultation with counsel, on the Employee and each of the Employee’s own part and on behalf of Employee’s dependents, respective heirs, executors, administrators, assignsrepresentatives, agents, successors and successorsassigns (collectively, the “Employee Parties”) hereby irrevocably and unconditionally release and forever discharge the Company and its subsidiaries and affiliates and each of themtheir respective officers, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trusteesemployees, directors, officers, agents, employees, stockholders, representatives, assigns, shareholders and successors agents (collectively referred to as “Company ReleaseesParties”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expensesrights, attorneys’ feesjudgments, obligations, damages, and demands, accountings or liabilities of whatever kind or nature in lawcharacter (collectively, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company Releasees“Claims”), including, without limitation, those any Claims under any federal, state, local or foreign law, that the Employee Parties may have, or in the future may possess, arising out of or in any way connected with (i) the Employee’s employment relationship with the Company and service as an employee, officer or Employee’s separation from employment with director of the Company, except with respect and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which hereof; provided, however, that the Employee signs this Agreement; does not release, discharge or waive (2i) with respect any rights to Employee’s right to enforce his rights that survive termination payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Employee of this Release, (ii) any right the Employee may have to enforce this Release or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; , (4iii) relating the Employee’s eligibility for indemnification in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability he incurred or might incur as an employee, officer or director of the Company, or (iv) any claims for accrued, vested benefits under any long‑term incentive, employee benefit plan or pension retirement plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitledlaw including, if anywithout limitation, any such claims under the terms and conditions Employee Retirement Income Security Act of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 20101974.]

Employee Release. (a) Except for those obligations created by or arising out of this Agreement, Employee, on Employee’s own part behalf and on behalf of Employee’s dependentsdescendants, dependants, spouse, heirs, executors, administrators, assigns, assigns and successors, and each of them, does hereby covenants covenant not to ▇▇▇ and acknowledges complete satisfaction of and hereby fully and forever releases, acquitsabsolves and discharges Bancorp and Bank and their respective subsidiaries, and discharges affiliated corporations, businesses and partnerships, past, present and future (collectively, the Company“Group”), and its parent, subsidiaries, affiliates, and in such capacities, owners, each of Group’s respective trustees, directors, officers, shareholders, partners, agents, employees, stockholders, representatives, assignsattorneys, employee benefits plans (including the past, present, and future respective trustees and administrator’s fiduciaries thereof), past and present, as well as the heirs, executors, administrators, predecessors, successors and assigns of all the foregoing, and each of them (hereinafter collectively referred to as the “Company Releasees”) with respect to and from any and all claims, wagesdemands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, charges, grievances, wages, employment benefits, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hiddenhidden (hereinafter collectively referred to as “Claims” and individually a “Claim”), which Employee now owns or holds or has at any time heretofore owned or held as against said Company Releasees, includingor any of them, without limitation, those arising out of or in any way connected with or related to or concerning: (i) any Claim that was or could have been asserted by Employee; or (ii) Employee’s employment relationship with Bank or Bancorp or the termination or resignation thereof; or (iii) wrongful termination, breach of express and/or implied-in-fact contract, breach of the covenant of good faith and fair dealing, violation of public policy, intentional and/or negligent infliction of emotional distress, defamation, invasion of privacy, fraud and/or negligent misrepresentation, intentional and/or negligent interference with contractual relations and/or prospective economic advantage, and other common law counts; or (iv) any violation of any federal, state, or local law (whether statutory or common law), regulation or ordinance (including, but not limited to, to any claim for discrimination or retaliation under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, that Fair Labor Standards Act, the National Labor Relations Act, the Worker Adjustment Retraining and Notification Act, the Employee Retirement Income Security Act, the California Fair Employment and Housing Act, the California Family Rights Act, and the California Labor Code); or (v) any Claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health and medical insurance or any other fringe benefit, or disability; or (vi) any other transactions, or occurrences, acts, or omissions of any laws, and damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of Company Releasees, or any of them, committed or omitted prior to the date of Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) execution of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010.]

Employee Release. (a) Employee, on Employee’s own part In consideration of and on behalf of Employee’s dependents, heirs, executors, administrators, assignsin return for the promises and covenants undertaken in this Agreement, and successorsfor other good and valuable consideration, and each receipt of themwhich is hereby acknowledged, hereby covenants not to ▇▇▇▇▇ & ▇▇▇▇▇ does hereby unconditionally, irrevocably and fully releasesabsolutely release, acquitsabsolve and discharge Employee, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as “Company Releasees”) with respect to and from any and all claims, wageslosses, agreementsliabilities, contracts, covenants, actionscharges, suits, damages, liabilities, demands and causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether which ▇▇▇▇▇ & ▇▇▇▇▇ now owns or not concealed holds or hidden, which Employee has at any time heretofore owned or held against said Company ReleaseesEmployee (collectively, includingthe “▇▇▇▇▇ & ▇▇▇▇▇ Claims” and, without limitationtogether with the Employee Claims, those the “Claims”) arising directly or indirectly out of or in any way connected with the transactions or occurrences between Company and Employee to date and all actions taken by Employee on behalf of or relating to Company, to the fullest extent permitted by law, including, but not limited to, Employee’s employment relationship with Company, the Company or termination of Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee service as Executive Vice President, General Counsel and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan Corporate Secretary of the Company Releasees subject to the terms and conditions Employee’s service as an officer and/or director of such plan any direct and applicable law; (5) as a stockholder or optionholder indirect subsidiaries of the Company Releasees; [Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or (6) payments other statutory claims, and benefits all claims for attorney’s fees, costs and expenses. Except as described below, ▇▇▇▇▇ & ▇▇▇▇▇ agrees and covenants not to which file any suit, charge, or complaint against Employee is entitledin any court or administrative agency, if anywith regard to any ▇▇▇▇▇ & ▇▇▇▇▇ Claim. ▇▇▇▇▇ & ▇▇▇▇▇ further represents that no claims, under the terms and conditions of that certain Secondment Agreementcomplaints, by and between Employee and the Companycharges, dated February __or other proceedings are pending in any court, 2010administrative agency, commission or other forum relating directly or indirectly to your employment with, or separation from, ▇▇▇▇▇ & ▇▇▇▇▇.]

Employee Release. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to him by the Company and its officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (a) collectively, the “Releasees”). Employee, on Employee’s his own part behalf and on behalf of Employee’s dependentshis respective heirs, heirsfamily members, executors, administratorsagents, and assigns, hereby and successorsforever releases the Releasees from, and each of them, hereby covenants agrees not to ▇▇▇ and fully releasesconcerning, acquitsor in any manner to institute, and discharges the Companyprosecute, and its parentpursue, subsidiariesany claim, affiliatescomplaint, and in such capacitiescharge, ownersduty, trusteesobligation, directorsdemand, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred or cause of action relating to as “Company Releasees”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes matters of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwiseany kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company Releaseesincluding the Effective Date of this Agreement, including, without limitation, those : i. any and all claims relating to or arising out of or in any way connected with from Employee’s employment relationship with the Company and the Separation of that relationship; ii. any and all claims relating to, or Employee’s separation from employment with the Companyarising from, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under acquire, or acquisition of securities of the Employment Agreement or any other written agreement entered into between Employee and the Company (Company, including, without limitation, any equity grants claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or agreements)federal law; iii. any and all claims for wrongful discharge of employment; (3) regarding rights separation in violation of indemnificationpublic policy; discrimination; harassment; retaliation; breach of contract, advancement both express and reimbursement implied; breach of legal covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; iv. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; v. any and all claims for violation of the federal or any state constitution; vi. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; vii. any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and viii. any and all claims for attorneys’ fees and directors costs. Employee agrees that the release set forth in this section shall be and officers liability insurance remain in effect in all respects as a complete general release as to which the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee is entitled under the Employment Agreementright to recover any monetary damages against the Company; (4) relating Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company). This release does not extend to any claims for accruedindemnity, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject including pursuant to the terms and conditions of such plan and Indemnification Agreement, occurring prior to the Separation Date, to the maximum extent permitted by applicable law; (5) as a stockholder , arising out of any claims or optionholder of the Company Releasees; [or (6) payments and benefits to which suits against Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and in connection with Employee’s employment with the Company, dated February __for which Employee shall immediately notify Company upon his awareness of such a claim. Notwithstanding the foregoing, 2010Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this agreement, except as required by applicable law. Employee represents that he has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section.]

Employee Release. (a) Employee, on for Employee and for Employee’s own part and on behalf of Employee’s dependents, heirs, 's executors, administrators, assignsattorneys, and personal representatives, successors, and each assigns, for and in consideration of thempromises made herein, does hereby covenants not to ▇▇▇ irrevocably and KNOWINGLY, VOLUNTARILY and unconditionally waive and release fully releasesand forever any claim, acquitscause of action, loss, expense, or damage, known or unknown, of any and discharges every nature whatsoever against the Company, Company and its parentpast and present parents, subsidiaries, affiliatesdivisions, related or affiliated entities, and in such capacities, owners, trusteesall officers, directors, officersagents, agentsinsurers, attorneys, employees, stockholders, representatives, assigns, and successors or trustees of any or all of the aforesaid entities (hereinafter collectively referred to as “Company Releasees”) with respect to and "Released Entities"), of whatever nature arising from any and all claimsoccurrence or occurrences, wagesfrom the beginning of time until the date of Employee's execution of this Agreement, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at including without limitation any time heretofore owned or held against said Company Releasees, including, without limitation, those claims arising out of or in any way connected with resulting from or relating to Employee’s 's employment relationship with the Company or Employee’s separation from employment with the Companytermination therefrom. It is understood that this release does not serve to waive any claims that, except with respect pursuant to those benefits set forth in Paragraph 1(b) law, cannot be waived or subject to a release of this kind, including claims for unemployment or workers' compensation benefits. By signing this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claimsEmployee is not giving up: (1i) any rights or claims that may arise after the date on which Employee signs this Agreement; (2ii) any claim to challenge the release under the ADEA; (iii) any rights to vested retirement benefits; and (iv) any rights that cannot be waived by operation of law. Without limitation of the foregoing, Employee specifically waives any claims against all Released Entities arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Fair Labor Standards Act, the Portal to Portal Act, the Pennsylvania Human Relations Act, the Pennsylvania Minimum Wage Act, the Pennsylvania Wage Payment and Collection Law, the South Carolina Human Affairs Law, S.C. Code ▇▇▇. §§ 1-13-10 et seq.; the South Carolina Wage Payment Law, S.C. Code ▇▇▇. §§ 41-10-10 et seq.; the South Carolina Military Reemployment Rights Law, S.C. Code ▇▇▇. §§ 25-1-2310 et seq.; the South Carolina Right to Work Law, S.C. Code ▇▇▇. §§ 47-7-10 et seq.; all as amended, or any other federal, state, or local law or ordinance relating in any way to unlawful discharge, discrimination, retaliation, wage payment, or fair employment practices, or any claim under any statutory or common law theory. Should Employee institute any claim released by this paragraph, or should any other person institute such a claim on his behalf, Employee will reimburse the Company or applicable party, as applicable, for any legal fees and expenses incurred in defending such a claim. The intent of this paragraph is to capture any and all claims that Employee has or may have against the Released Parties arising from events occurring prior to the execution of this Agreement and covered by the foregoing release of claims. Employee warrants and represents that Employee has not, prior to signing this Agreement, filed any claim, charge, or complaint with any court or government agency in any way relating to Employee's employment with the Company, nor has Employee filed any claim, charge, or complaint whatsoever against any of the Released Entities identified above. While this release does not prohibit Employee from disclosing the terms of this Agreement and/or filing a charge with the EEOC, NLRB or any other governmental entity related to the Employee’s employment or separation of employment, Employee understands and acknowledges that the General Release and Waiver of Claims set forth above will completely bar any recovery or relief obtained on Employee's behalf, whether monetary or otherwise, with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms claims that Employee has released against any and conditions of such plan and applicable law; (5) as a stockholder or optionholder all of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010Released Entities.]

Employee Release. (a) In consideration of the payments (less all applicable withholdings) set forth in Section 3(b) above and subject to the Company’s execution and delivery of this Release in the space provided below (the “Employee Consideration”), Employee, on Employee’s own part and on behalf of Employee’s dependentshimself and his agents, heirs, executors, administratorssuccessors and assigns (collectively, assignsthe “Employee Parties”), knowingly and voluntarily releases, remises, and successorsforever discharges the Company and its parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, partners, shareholders, agents, representatives and employees, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, their respective affiliates, and each of the above listed person’s heirs, executors, successors and assigns whether or not acting in such capacitieshis or her representative, ownersindividual or any other capacity (collectively, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as the “Company Releasees”) with respect ), to and the fullest extent permitted by law, from any and all claimsdebts, wagesdemands, agreementsactions, causes of actions, accounts, covenants, contracts, covenantsagreement, actionsclaims, suitsdamages, causes of actioncosts, expenses, attorneys’ feesomissions, damagespromises, and any and all claims and liabilities whatsoever, of whatever kind or nature in lawevery name and nature, equity or otherwise, whether known or unknown, suspected or unsuspected, both in law and whether or not concealed or hiddenequity (“Claims”), which Employee has at ever had, now has, or may hereafter claim to have against the Company Releasees by reason of Employee’s employment with the Company or any other Company Releasee, the termination thereof, or any other matter, cause or thing whatsoever relating thereto arising from the beginning of time heretofore owned or held against said Company Releaseesto the time he signs this Release (the “Employee General Release”). The Employee General Release shall apply to any Claim of any type, including, without limitation, those any Claims with respect to Employee’s entitlement to any wages, bonuses, benefits, payments, or other forms of compensation; any claims of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, personal injury, or emotional distress; any Claims of any type that Employee may have arising under the common law; any Claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the federal Workers’ Adjustment and Retraining Notification Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as amended; and any other federal, state or local statutes, regulations, ordinances or common law, or under any policy, release, contract, understanding or promise, written or oral, formal or informal, between any of the Company Releasees and Employee, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of or in any way connected with Employee’s employment relationship relationship, or the termination of his employment, with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreementany Company Releasee. (b) Notwithstanding Employee intends that the foregoingEmployee General Release extend to any and all Claims of any kind or character related to the Company or any Company Releasee, and Employee, on behalf of himself, his agents, heirs, executors, successors and assigns, therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release of unknown claims. (c) Employee represents and warrants that Employee has not filed, and Employee will not file, any lawsuit or institute any proceeding, charge, complaint or action asserting any claim released by this Release before any federal, state, or local administrative agency or court against any Company Releasee, concerning any event occurring prior to the signing of this Release. Employee further represents and warrants that his resignation from the Company is not the result of any issue, concern or disagreement with the Company’s strategy, operations, accounting, financial reporting or internal control over financial reporting. (d) Employee understands that nothing contained in this Agreement Release limits Employee’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (each a “Government Agency”). Employee further understands that this Release does not limit Employee’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. However, to the maximum extent permitted by law, Employee agrees that if such a charge or complaint is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. This Release does not limit or prohibit Employee’s right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law. The Parties also hereby agree that nothing contained in this Release shall constitute or be treated as an admission of liability or wrongdoing by any party. (e) Nothing in this Section 8 shall be a waiver of claims: deemed to release (1i) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination the terms of this Release, (ii) Employee’s rights, if any, to any vested benefits as of Employee’s last day of employment with the Company under the Employment Agreement terms of an employee compensation or benefit plan, program or arrangement in which Employee is a participant, (iii) any rights of the Employee to indemnification or advancement of expenses under any of the organizational documents of, or any other written agreement entered into between Employee and with, the Company or of any Affiliate of the Company, or (includingiv) any Claim that cannot be waived under applicable law, without limitation, including any equity grants rights to workers’ compensation or agreements); unemployment insurance. (3f) regarding rights of indemnification, advancement Employee hereby represents and reimbursement of legal fees and directors and officers liability insurance warrants to which the Company that Employee is entitled under the Employment Agreement; (4) relating to sole owner of any claims for accrued, vested benefits under Claims that he may now have or in the past had against any employee benefit plan or pension plan of the Company Releasees subject and that Employee has not assigned, transferred, or purported to the terms and conditions of assign or transfer any such plan and applicable law; (5) as a stockholder Claim to any person or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010entity.]

Employee Release. (a) EmployeeIn consideration of the payments and benefits provided to the Employee under the Employment Agreement and after consultation with counsel, on the Employee and each of the Employee’s own part and on behalf of Employee’s dependents, respective heirs, executors, administrators, assignsrepresentatives, agents, successors and successorsassigns (collectively, the “Employee Parties”) hereby irrevocably and unconditionally release and forever discharge the Company and its subsidiaries and affiliates and each of themtheir respective officers, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trusteesemployees, directors, officers, agents, employees, stockholders, representatives, assigns, shareholders and successors agents (collectively referred to as “Company ReleaseesParties”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expensesrights, attorneys’ feesjudgments, obligations, damages, and demands, accountings or liabilities of whatever kind or nature in lawcharacter (collectively, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company Releasees“Claims”), including, without limitation, those any Claims under any federal, state, local or foreign law, that the Employee Parties may have, or in the future may possess, arising out of or in any way connected with (i) the Employee’s employment relationship with the Company and service as an employee, officer or Employee’s separation from employment with director of the Company, except with respect and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which hereof; provided, however, that the Employee signs this Agreement; does not release, discharge or waive (2i) with respect any rights to Employee’s right to enforce his rights that survive termination payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Employee of this Release, (ii) any right the Employee may have to enforce this Release or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; , (4iii) relating the Employee’s eligibility for indemnification in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability she incurred or might incur as an employee, officer or director of the Company, or (iv) any claims for accrued, vested benefits under any long-term incentive, employee benefit plan or pension retirement plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitledlaw including, if anywithout limitation, any such claims under the terms and conditions Employee Retirement Income Security Act of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 20101974.]

Employee Release. (a) Employee, on for Employee and for Employee’s own part and on behalf of Employee’s dependents, heirs, executors, administrators, assignsattorneys, and personal representatives, successors, and each assigns, for and in consideration of thempromises made herein, does hereby covenants not to ▇▇▇ irrevocably and KNOWINGLY, VOLUNTARILY and unconditionally waive and release fully releasesand forever any claim, acquitscause of action, loss, expense, or damage, known or unknown, of any and discharges every nature whatsoever against the Company, Company and its parentpast and present parents, subsidiaries, affiliatesdivisions, related or affiliated entities (including, but not limited to, Harsco Corporation, Enviri Corporation and Harsco Metals Group Limited), and in such capacities, owners, trusteesall officers, directors, officersagents, agentsinsurers, attorneys, employees, stockholders, representatives, assigns, and successors or trustees of any or all of the aforesaid entities (hereinafter collectively referred to as “Company ReleaseesReleased Entities”) with respect to and ), of whatever nature arising from any and all claimsoccurrence or occurrences, wagesfrom the beginning of time until the date of Employee’s execution of this Agreement, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company Releasees, including, including without limitation, those any claims arising out of or in any way connected with resulting from or relating to Employee’s employment relationship with the Company or Employee’s the separation from employment with the Companytherefrom. It is understood that this release does not serve to waive any claims that, except with respect pursuant to those benefits set forth in Paragraph 1(b) law, cannot be waived or subject to a release of this kind, including claims for unemployment or workers’ compensation benefits. By signing this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claimsEmployee is not giving up: (1i) any rights or claims that may arise after the date on which Employee signs this Agreement; (2ii) any rights to vested retirement benefits; (iii) rights to reimbursements and payments referenced in Section 3(e); (iv) rights to indemnification referenced in Section 3(f); and (v) any rights that cannot be waived by operation of law. Without limitation of the foregoing, Employee specifically waives any claims against all Released Entities arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with respect Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Fair Labor Standards Act, the Portal to Portal Act, the National Labor Relations Act, the Pennsylvania Human Relations Act, the Pennsylvania Minimum Wage Act, or the Pennsylvania Wage Payment and Collection Law, all as amended, or any other federal, state, or local law or ordinance relating in any way to unlawful discharge, discrimination, retaliation, wage payment, or fair employment practices, or any claim under any statutory or common law theory (including, but not limited to, breach of contract). Should Employee institute any claim released by this Section 4, or should any other person institute such a claim on Employee’s behalf, Employee will reimburse the Company or third party, as applicable, for any legal fees and expenses incurred in defending such a claim. The intent of this Section 4 is to capture any and all claims that Employee has or may have against the Released Entities arising from events occurring prior to the execution of this Agreement and covered by the foregoing release of claims. Employee warrants and represents that Employee has not, prior to signing this Agreement, filed any claim, charge, or complaint with any court or government agency in any way relating to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and employment with the Company, dated February __nor has Employee filed any claim, 2010charge, or complaint whatsoever against any of the Released Entities identified above.]

Employee Release. ▇▇▇▇▇ ▇. ▇▇▇▇▇ (a"Employee"), in consideration for the payment of monies and benefits by Department 56, Inc. (the "Company") pursuant to the Letter Agreement to which this Release is annexed as Exhibit A (the "Executive Continuity Agreement"), does hereby confirm her agreement and delivery of this Release by setting forth her signature in the space provided below. Employee, on Employee’s own part and on behalf of Employee’s dependentsherself and her heirs and representatives, heirshereby releases Company and all of its affiliates, executorspredecessors, administratorssubsidiaries, assignssuccessors, employees, officers, directors, agents, insurers, representatives, counsel, shareholders, and successorsall other persons, entities, and each corporations affiliated or related with any of them, hereby covenants not to ▇▇▇ and fully releasesfrom all liability for damages, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as “Company Releasees”) with respect to and from any and all claims, wagesand, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwisedemands, whether known or unknown, suspected or unsuspectedof any kind, including all claims for costs, expenses, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company Releasees, including, without limitation, those attorneys' fees arising out of any events, acts, decisions, or in any way connected with omissions occurring prior to execution of this Release (including, but not limited to, Employee’s employment relationship with the Company or Employee’s separation 's termination from employment with the Company). Employee understands that this Release is a full, final and complete settlement and release of all her claims whatsoever. Employee further agrees that she will not institute any claim for damages, by charge or otherwise, nor otherwise authorize any other party, governmental or otherwise, to institute any claim for damages via administrative or legal proceedings against Company, except its affiliates, predecessors, subsidiaries, successors, employees, officers, directors, agents, insurers, representatives, counsel, shareholders, and all other persons, entities, and corporations affiliated or related with respect any of them based on any events, acts, decisions, or omissions occurring prior to those benefits set forth in Paragraph 1(b) execution of this Agreement. (b) Notwithstanding Release. Employee also waives the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement money damages or other legal or equitable relief awarded by any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating governmental agency related to any claims for accruedsuch claim. ADDITIONALY, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject THIS RELEASE SPECIFICALLY WAIVES ALL OF EMPLOYEE'S RIGHTS AND CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (29 U.S.C. § 621 et seq.), AS AMENDED, AND THE OLDER WORKERS' BENEFIT PROTECTION ACT, AS AMENDED. In connection with this waiver, Employee acknowledges and agrees to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010.]following:

Employee Release. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to him by the Company and its officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (a) collectively, the “Releasees”). Employee, on Employee’s his own part behalf and on behalf of Employee’s dependentshis respective heirs, heirsfamily members, executors, administratorsagents, and assigns, hereby and successorsforever releases the Releasees from, and each of them, hereby covenants agrees not to ▇▇▇ and fully releasesconcerning, acquitsor in any manner to institute, and discharges the Companyprosecute, and its parentpursue, subsidiariesany claim, affiliatescomplaint, and in such capacitiescharge, ownersduty, trusteesobligation, directorsdemand, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred or cause of action relating to as “Company Releasees”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes matters of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwiseany kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company Releaseesincluding the Effective Date of this Agreement, including, without limitation, those : i. any and all claims relating to or arising out of or in any way connected with from Employee’s employment relationship with the Company and the Separation of that relationship; ii. any and all claims relating to, or Employee’s separation from employment with the Companyarising from, except with respect to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under acquire, or acquisition of securities of the Employment Agreement or any other written agreement entered into between Employee and the Company (Company, including, without limitation, any equity grants claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or agreements)federal law; iii. any and all claims for wrongful discharge of employment; (3) regarding rights separation in violation of indemnificationpublic policy; discrimination; harassment; retaliation; breach of contract, advancement both express and reimbursement implied; breach of legal covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; iv. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; v. any and all claims for violation of the federal or any state constitution; vi. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; vii. any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and viii. any and all claims for attorneys’ fees and directors costs. Employee agrees that the release set forth in this section shall be and officers liability insurance remain in effect in all respects as a complete general release as to which the matters released. This release does not extend to any obligations incurred under this Agreement or the Consulting Agreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee is entitled under the Employment Agreementright to recover any monetary damages against the Company; (4) relating Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company). This release does not extend to any claims for accruedindemnity, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject including pursuant to the terms and conditions of such plan and Indemnification Agreement, occurring prior to the Separation Date, to the maximum extent permitted by applicable law; (5) as a stockholder , arising out of any claims or optionholder of the Company Releasees; [or (6) payments and benefits to which suits against Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and in connection with Employee’s employment with the Company, dated February __for which Employee shall immediately notify Company upon his awareness of such a claim. Notwithstanding the foregoing, 2010Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this agreement, except as required by applicable law. Employee represents that he has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section.]

Employee Release. (a) a. Employee, on Employee’s own part for himself and on behalf of Employee’s dependentshis family, heirs, executors, administrators, legal representatives, and their respective successors and assigns, in exchange for the consideration to be provided pursuant to Sections 2-3 of the Agreement hereby gives up, releases, and discharges Employer, TheMaven, Inc. and each of their subsidiaries, Affiliates, successors and assigns, and successorstheir current and former directors, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trustees, directorsmanagers, officers, agents, employees, stockholdersshareholders and agents in such capacities (each a “Released Party” and, representativescollectively with Employer and TheMaven, assignsInc., and successors (collectively referred to as the “Company ReleaseesReleased Parties”) with respect to and from any and all claimsrights and claims that Employee may have against the Released Parties as of the date Employee signs this Release arising from or in connection with Employee’s employment or termination of employment with Employer, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, including without limitation any and all rights and claims to or for attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed Employee presently is aware of such rights or hiddenclaims or suspects them to exist. These rights and claims include, but are not limited to, any and all rights and claims which Employee has at any time heretofore owned may have under, or held against said Company Releasees, including, without limitation, those arising out of, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”); the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act; Title VII of the Civil Rights Act of 1964, as amended; and any other federal, state, or local constitution, statute, ordinance, executive order, or common law. b. Employee specifically releases the Released Parties from all claims Employee might have under the ADEA and acknowledges that all conditions established by the Older Workers Benefit Protection Act for a voluntary release of claims have been met. c. Notwithstanding anything in Paragraph 1(a) above to the contrary, this Release shall not apply to: (i) any way connected with actions to enforce rights to receive any payments or benefits which may be due to Employee pursuant to the Agreement or under any of Employer’s employee benefit plans; (ii) any rights or claims that may arise as a result of events occurring after the date this Release is signed by Employee’s employment relationship ; (iii) any indemnification rights Employee may have as a current or former officer or director of Employer or its Affiliates; (iv) any claims for benefits under any directors’ or officers’ liability policy maintained by Employer or its Affiliates in accordance with the Company terms of such policy; (v) any claims that cannot be waived as a matter of law; (vi) any claims Employee may have to government-sponsored and administered benefits such as unemployment insurance, workers’ compensation insurance (excluding claims for retaliation under workers’ compensation laws), state disability insurance, and paid family leave benefits; and (viii) any benefits that vested on or Employee’s separation prior to the Separation Date pursuant to a written benefit plan sponsored by Employer and governed by the federal law known as “ERISA.” d. This Release shall be effective as a bar to each and every claim Employee might otherwise have asserted against any Released Party on or before the date of this Release. In the event Employee hereafter discovers facts in addition to or different from employment with the Company, except those which Employee now knows or believes to exist with respect to those benefits set forth in Paragraph 1(b) the subject matter of this AgreementRelease and which, if known or suspected at the time of executing this Release, may have materially affected this Release, Employee expressly waives any right to assert after the execution of this Agreement that any such claim has, through ignorance or oversight, been omitted from the scope of this Release. e. Nothing in this Release prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board or a similar agency enforcing federal, state or local anti-discrimination laws (b) Notwithstanding the foregoingexcept that Employee acknowledges that he may not recover any monetary benefits or personal relief in connection therewith). Additionally, nothing in this Agreement shall be a waiver of claimsRelease prevents Employee from: (1i) that may arise after reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, including but not limited to the date on which Employee signs this AgreementU.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, or any agency Inspector General; (2ii) with respect to Employee’s right to enforce his rights making any other disclosures that survive termination are protected under the Employment Agreement whistleblower provisions of federal law or regulations; or (iii) otherwise fully participating in any other written agreement entered into between Employee and the Company (includingfederal whistleblower programs, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating including but not limited to any claims for accruedsuch programs managed by the U.S. Securities and Exchange Commission and/or the Occupational Safety and Health Administration. Moreover, vested benefits under any employee benefit plan nothing in this Release prohibits or pension plan prevents Employee from receiving individual monetary awards or other individual relief by virtue of the Company Releasees subject to the terms and conditions of participating in such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010federal whistleblower programs.]

Employee Release. (a) In consideration of the payments (less all applicable withholdings) set forth in Section 3(b) above and subject to the Company’s execution and delivery of this Release in the space provided below (the “Employee Consideration”), Employee, on Employee’s own part and on behalf of Employee’s dependentshimself and his agents, heirs, executors, administratorssuccessors and assigns (collectively, assignsthe “Employee Parties”), knowingly and voluntarily releases, remises, and successorsforever discharges the Company and its parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, partners, shareholders, agents, representatives and employees, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, their respective affiliates, and each of the above listed person’s heirs, executors, successors and assigns whether or not acting in such capacitieshis or her representative, ownersindividual or any other capacity (collectively, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as the “Company Releasees”) with respect ), to and the fullest extent permitted by law, from any and all claimsdebts, wagesdemands, agreementsactions, causes of actions, accounts, covenants, contracts, covenantsagreement, actionsclaims, suitsdamages, causes of actioncosts, expenses, attorneys’ feesomissions, damagespromises, and any and all claims and liabilities whatsoever, of whatever kind or nature in lawevery name and nature, equity or otherwise, whether known or unknown, suspected or unsuspected, both in law and whether or not concealed or hiddenequity (“Claims”), which Employee has at ever had, now has, or may hereafter claim to have against the Company Releasees by reason of Employee’s employment with the Company or any other Company Releasee, the termination thereof, or any other matter, cause or thing whatsoever relating thereto arising from the beginning of time heretofore owned or held against said Company Releaseesto the time he signs this Release (the “Employee General Release”). The Employee General Release shall apply to any Claim of any type, including, without limitation, those any Claims with respect to Employee’s entitlement to any wages, bonuses, benefits, payments, or other forms of compensation; any claims of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, personal injury, or emotional distress; any Claims of any type that Employee may have arising under the common law; any Claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the federal Workers’ Adjustment and Retraining Notification Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as amended; and any other federal, state or local statutes, regulations, ordinances or common law, or under any policy, release, contract, understanding or promise, written or oral, formal or informal, between any of the Company Releasees and Employee, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of or in any way connected with Employee’s employment relationship relationship, or the termination of his employment, with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth in Paragraph 1(b) of this Agreementany Company Releasee. (b) Notwithstanding Employee intends that the foregoingEmployee General Release extend to any and all Claims of any kind or character related to the Company or any Company Releasee, and Employee, on behalf of himself, his agents, heirs, executors, successors and assigns, therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release of unknown claims. (c) Employee represents and warrants that Employee has not filed, and Employee will not file, any lawsuit or institute any proceeding, charge, complaint or action asserting any claim released by this Release before any federal, state, or local administrative agency or court against any Company Releasee, concerning any event occurring prior to the signing of this Release. (d) Employee understands that nothing contained in this Agreement Release limits Employee’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (each a “Government Agency”). Employee further understands that this Release does not limit Employee’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. However, to the maximum extent permitted by law, Employee agrees that if such a charge or complaint is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. This Release does not limit or prohibit Employee’s right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law. The Parties also hereby agree that nothing contained in this Release shall constitute or be treated as an admission of liability or wrongdoing by any party. (e) Nothing in this Section 7 shall be a waiver of claims: deemed to release (1i) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination the terms of this Release, (ii) Employee’s rights, if any, to any vested benefits as of Employee’s last day of employment with the Company under the Employment Agreement terms of an employee compensation or benefit plan, program or arrangement in which Employee is a participant, (iii) any rights of the Employee to indemnification or advancement of expenses under any of the organizational documents of, or any other written agreement entered into between Employee and with, the Company or of any Affiliate of the Company, or (includingiv) any Claim that cannot be waived under applicable law, without limitation, including any equity grants rights to workers’ compensation or agreements); unemployment insurance. (3f) regarding rights of indemnification, advancement Employee hereby represents and reimbursement of legal fees and directors and officers liability insurance warrants to which the Company that Employee is entitled under the Employment Agreement; (4) relating to sole owner of any claims for accrued, vested benefits under Claims that he may now have or in the past had against any employee benefit plan or pension plan of the Company Releasees subject and that Employee has not assigned, transferred, or purported to the terms and conditions of assign or transfer any such plan and applicable law; (5) as a stockholder Claim to any person or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010entity.]

Employee Release. (a) In consideration for the receipt of the separation pay and other benefits described in this Agreement and for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by Employee, on Employee’s own part Employee hereby waives, voluntarily releases and on behalf of Employee’s dependentsforever discharges Employer, heirsits parent companies, executorspredecessors, administratorssuccessors, assignsaffiliates and subsidiaries, and successorstheir respective shareholders, and each of them, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trustees, directorsemployees, officers, representatives, agents, employees, stockholders, representatives, assigns, and successors directors (collectively referred to as “Company Releaseesthe Company”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any time heretofore owned or held against said Company Releasees, including, without limitation, those the following: • All claims arising out of or in any way connected with relating to Employee’s employment relationship with the Company or Employee’s separation from that employment; • All claims arising out of or relating to any written or implied personnel policy or practice of the Company or the statements, actions, or omissions of the Company; • All claims for any alleged unlawful discrimination, harassment, retaliation or reprisal, or other alleged unlawful practices arising under any federal, state, or local statute, ordinance, or regulation, including without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act of 1990, as amended; 42 U.S.C. 12101, et. seq.; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act of 1974; the Equal Pay Act of 1963; the Fair Labor Standards Act; the Worker Adjustment and Retraining Notification Act; the Civil Rights Act of 1991; the Fair Credit Reporting Act; the Older Workers Benefit Protection Act; and any other federal, state or local anti-discrimination acts, state wage acts and non-interference or non-retaliation statutes; • All claims for alleged wrongful discharge; breach of contract; breach of implied contract; failure to keep any promise; breach of a covenant of good faith and fair dealing; breach of fiduciary duty; promissory estoppel; Employee’s activities, if any, as a “whistleblower”; defamation; infliction of emotional distress; fraud; misrepresentation; negligence; harassment; retaliation or reprisal; constructive discharge; assault; battery; false imprisonment; invasion of privacy; interference with contractual or business relationships; any other wrongful employment practices; and violation of any other principle of common law; • Except as otherwise excepted or provided for herein or as relates to consulting payments, all claims for compensation of any kind, including without limitation, commission payments, bonus payments, equity awards (including any February 2010 awards), vacation pay, and expense reimbursements; • All claims for back pay, front pay, reinstatement, other equitable relief, compensatory damages, damages for alleged personal injury, liquidated damages, and punitive damages; • All claims for attorneys’ fees, costs, and interest. Employee also waives any right to any form of recovery or compensation from any legal action brought by Employee, or by any state or federal agency on Employee’s behalf in connection with Employee’s employment with or termination of employment from Employer. Employer acknowledges and understands, however, that Employee does not release any claims that the Company, except with respect law does not allow to those benefits set forth in Paragraph 1(b) of this Agreement. (b) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1) waived or any claims that may arise after the date on which Employee signs this Agreement; (2) . Employee also agrees not to seek re-employment with respect to Employee’s right to enforce his rights that survive termination under Employer in the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms and conditions of such plan and applicable law; (5) as a stockholder or optionholder of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions of that certain Secondment Agreement, by and between Employee and the Company, dated February __, 2010future.]

Employee Release. (a) EmployeeEffective as of the Separation Date, , the Company hereby, on Employee’s own part its behalf and on behalf of Employee’s dependentsits subsidiaries’ respective officers, directors, managers, members, partners, shareholders, lenders, funding sources, investors, employees, vendors, agents, attorneys, accountants, affiliates, predecessors, successors and assigns (collectively, the “Company Releasors”),unconditionally, fully, and completely releases and forever discharges each of you and your agents, heirs, executors, administrators, assigns, and successors, and each of thempersonal representatives and/or assigns (collectively, hereby covenants not to ▇▇▇ and fully releases, acquits, and discharges the Company, and its parent, subsidiaries, affiliates, and in such capacities, owners, trustees, directors, officers, agents, employees, stockholders, representatives, assigns, and successors (collectively referred to as “Company ReleaseesEmployee Released Parties,”) with respect from any Claims which any of the Company Releasors ever had, now has, or hereafter can, shall or may have against any of the Employee Released Parties, from the beginning of the world up to and from including the Separation Date other than any and all claimsClaims arising out of any Employee Released Parties’ fraud, wagesgross negligence or willful misconduct. Company Releasors hereby agree that they (or any them) will not commence, agreementsprosecute, contractsfile, covenantsor permit to be commenced, actionsprosecuted or filed in their name or on their behalf, suitsany lawsuit, causes claim or action against any of action, expenses, attorneys’ fees, damages, and liabilities the Employee Released Parties based upon or arising out of whatever kind any act or nature in law, equity or otherwise, event which occurred before the Separation Date (whether known or unknown, anticipated or unanticipated, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at ) other than with respect to any time heretofore owned or held against said Company Releasees, including, without limitation, those Claims arising out of any Employee Released Party’s fraud, gross negligence or willful misconduct. The release and waiver contained in any way connected with Employee’s employment relationship with the Company or Employee’s separation from employment with the Company, except with respect to those benefits set forth this Section 9 is a material inducement for you in Paragraph 1(b) of entering into this Agreement. (b) Notwithstanding the foregoing, nothing in The Company further acknowledges and agrees that this Agreement shall be a release and waiver of claims: rights is knowing and voluntary, that the Company has consulted (1) that may arise after or been given the date on which Employee signs this Agreement; (2opportunity to consult) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (including, without limitation, any equity grants or agreements); (3) an attorney regarding rights of indemnification, advancement and reimbursement of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement; (4) relating to any claims for accrued, vested benefits under any employee benefit plan or pension plan of the Company Releasees subject to the terms and conditions of such plan this Agreement, that it has read this Agreement in its entirety, and applicable law; (5) as a stockholder or optionholder that it fully understands all of the Company Releasees; [or (6) payments and benefits to which Employee is entitled, if any, under the terms and conditions contained herein. The Company further acknowledges that it is entering into this Agreement knowingly, voluntarily and of its own free will. Furthermore, the Company acknowledges that certain Secondment Agreement, by it was permitted a reasonable period of time to consider whether or not to enter into this Agreement and between Employee and either took the time or opted to return the executed Agreement before that time. (c) Upon the Company’s receipt of the release and undertaking contemplated by Section 8(c) above duly executed by you, dated February __, 2010the Company will execute an additional release and undertaking substantially in the form of this Section 9.]