Common use of Executive Release Clause in Contracts

Executive Release. In consideration for the Separation Compensation set forth in Section 3 (above) and other benefits provided to You in this Agreement, to the fullest extent permitted by law, You waive, release and promise never to assert any claims or causes of action, whether or not now known, against the Company or its predecessors, successors or past or present subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns, employee benefit plans, and each of their respective indirect and direct affiliates, stockholders, directors, officers, managers, members, employees, consultants, attorneys, agents and assigns with respect to any matter, including (without limitation) any matter related to Your employment with the Company, the termination of that employment, or Your ownership of the Company’s capital stock, right to purchase or the actual purchase or receipt of shares of the Company’s capital stock, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the covenant of good faith and fair dealing and any claims of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act, the California Fair Pay Act, the Equal Pay Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Workers Adjustment and Retraining Notification (“WARN”) Act, the Families First Coronavirus Response Act, the CARES Act, the California WARN Act, and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable law. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement and does not bar any claim by Executive for indemnification by the Company for claims, losses or costs arising from or related to his service as an officer and director of the Company.

Executive Release. In consideration for the Separation Compensation set forth in Section 3 (above)) and other benefits provided to You in this Agreement, to the fullest extent permitted by law, You waive, release and promise never to assert any claims or causes of action, whether or not now known, against the Company or its predecessors, successors or past or present subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns, employee benefit plans, and each of their respective indirect and direct affiliates, stockholders, directors, officers, managers, members, employees, consultants, attorneys, agents and assigns with respect to any matter, including (without limitation) any matter related to Your employment with the Company, the termination of that employment, or Your ownership of the Company’s capital stock, right to purchase or the actual purchase or receipt of shares of the Company’s capital stock, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the covenant of good faith and fair dealing and any claims of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act, the California Fair Pay Act, the Equal Pay Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Workers Adjustment and Retraining Notification (“WARN”) Act, the Families First Coronavirus Response Act, the CARES Act, the California WARN Act, and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable law. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement and does not bar any claim by Executive for indemnification by the Company for claims, losses or costs arising from or related to his service as an officer and director of the Company.

Executive Release. In consideration for of the Separation Compensation set forth Company's agreements in Section 3 (aboveSections 4(b), 4(c), 5(b) and other benefits provided 7 hereof, and as a material inducement to You in the Company to enter into this Agreement, to Executive, on behalf of Executive, Executive's heirs, estate, executors, administrators, successors and assigns, does hereby irrevocably and unconditionally release, acquit and forever discharge each of the fullest extent permitted by lawReleasees (as defined below) from any and all actions, You waive, release and promise never to assert any claims or causes of action, suits, debts, administrative or agency charges, dues, sums of money, accounts, claims, reckonings, complaints, liabilities, obligations, agreements, promises, damages, demands, judgments, options, shares, controversies, variances, trespasses, costs, losses, expenses and legal fees and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, which Executive or Executive's heirs, estate, executors, administrators, successors and assigns ever had, now have or hereafter can, shall or may have against each or any of the Releasees by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement, whether or not now known, against the Company arising out of or its predecessors, successors in connection with Executive's employment or past or present subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns, employee benefit plans, and each termination of their respective indirect and direct affiliates, stockholders, directors, officers, managers, members, employees, consultants, attorneys, agents and assigns with respect to any matteremployment, including (without limitation) but not limited to: any matter related to Your employment with the Companyand all rights and claims under federal, the termination of that employmentstate or local laws, regulations or Your ownership of the Company’s capital stock, right to purchase or the actual purchase or receipt of shares of the Company’s capital stock, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the covenant of good faith and fair dealing and any claims of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act, the California Fair Pay Act, the Equal Pay Actrequirements, the Age Discrimination in Employment Act of 1967Act, the Americans with Disabilities Act, Title VII of the National Labor Relations Civil Rights Act, Section 1981 of Title 42 of the United States Code, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Workers Adjustment and Retraining Notification (“WARN”) Act, the Families First Coronavirus Response Actlaws of the State of New York and all localities therein, the CARES Actlaws of the State of New Jersey and all localities therein, the California WARN Actconstitution of the States of New York and New Jersey, the New York Labor Law, the New York State Executive Law (including New York State's Human Rights Law), any and all rights and claims relating to defamation, discrimination (on the basis of sex, race, color, national origin, religion, age, disability or otherwise), workers' compensation, fraud, misrepresentation, breach of contract, intentional or negligent infliction of emotional distress, breach of any covenant of good faith and fair dealing, negligence, tort claims, implied or express, claims of fraudulent inducement, retaliation, wrongful termination, severance, pension, wrongful employment practices or relating to Executive's employment with, or separation of employment from, the Company, any and all rights and claims under any and all employment agreements, arrangements or offer letters (including but not limited to the Prior Employment Agreement), any and all rights to options or other equity interests in the Company or any of its Affiliates or any other rights or claims arising under any federal, state or local law, statute, regulation or case law except and only to the limited extent otherwise expressly provided in this Section 5(a). As used in this Agreement, the term "Releasees" is a collective reference to the Company and each of its present, former and future stockholders, subsidiaries, Affiliates, successors, assigns and employee benefit plans, and each of its directors, officers, employees, trustees, representatives, insurers and agents, each in their official and individual capacities. As used in this Agreement, the term "Affiliates" is a reference to all other laws and regulations relating to employmentaffiliates within the meaning of Rule 405 under the Securities Act of 1933, as amended. However, Notwithstanding anything in this release covers only those claims that arose prior Section 5(a) to the execution contrary, nothing in this Section 5(a) shall be deemed to be a release of this Agreement and only those claims that may be waived by applicable law. Execution of this Agreement does not bar any claim that arises hereafter(i) Executive's vested rights, including (without limitation) a claim for breach of this Agreement and does not bar any claim by Executive for indemnification by the Company for claimsif any, losses or costs arising from or related to his service as an officer and director of under the Company.'s 401(k) plan, (ii) Executive's rights under the option agreements dated (a) January 6, 1997, (b) December 12, 1997, (c) December 9, 1998, (d) August 5, 1999, (e) April 4, 2001,

Executive Release. In consideration for the Separation Compensation set forth in Section 3 (above) benefits described herein, and for other benefits provided to You in this Agreementgood and valuable consideration, to the fullest extent permitted by lawwhich are of greater value than Executive would normally be entitled upon resignation, You waiveExecutive, release and promise never to assert any claims or causes on behalf of actionherself, whether or not now knownher heirs, against the Company or its predecessorsexecutors, successors or past or present subsidiaries, stockholders, directors, officers, employees, consultantsadministrators, attorneys, agents, representatives and assigns, employee benefit planshereby forever releases Company and its Affiliates, and each of their respective indirect and direct affiliates, stockholdersofficers, directors, officerstrustees, managersowners, membersshareholders, employees, consultantsinsurers, attorneysbenefit plans, agents agents, attorneys and representatives, and each of their predecessors, successors and assigns with respect (collectively, “Releasees”), from any and all claims, demands, suits, actions, damages, losses, expenses, charges or causes of action of any nature whatsoever, whether known or unknown, relating in any way to any matteract, omission, event, relationship, conduct, policy or practice prior to the Effective Date, including (without limitation) limitation based on any matter related to Your agreements between Executive and the Company or based on her employment with the Company, Company and the termination of that employmentthereof (“Claims”). This release includes without limitation Claims for discrimination, or Your ownership of the Company’s capital stockharassment, right to purchase or the actual purchase or receipt of shares of the Company’s capital stock, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the covenant of good faith and fair dealing and any claims of discrimination or harassment based on sex, age, race, national origin, disability retaliation or any other basis violation under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act, the California Fair Pay Act, the Equal Pay Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act District of 1974, as amended (“ERISA”), the Workers Adjustment and Retraining Notification (“WARN”) Act, the Families First Coronavirus Response Act, the CARES Act, the California WARN Columbia Human Rights Act, and any other Claims under all other laws and regulations federal, state or local laws; Claims for breach of contract; Claims for wrongful discharge; Claims for emotional distress, defamation, fraud, misrepresentation or any other personal injury; Claims for unpaid compensation; Claims relating to benefits; Claims for attorneys' fees and costs, Claims for reinstatement or employment; and all other Claims under any federal, state or local law or cause of action. HoweverExecutive represents that she has not filed or joined any such Claims, and she further agrees not to pursue or bring any such Claim seeking monetary or other relief. It is understood and agreed that this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable law. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim apply to claims for breach of this Agreement or any grant referenced pursuant to this Agreement, Claims for any vested benefits or Claims that cannot be released by law including claims for unemployment insurance, worker’s compensation benefits, state disability compensation or previously vested benefits under any Company-sponsored benefits plan. Notwithstanding anything to the contrary herein, Company shall not be released from any obligations it may have under the Indemnification Agreement between Company and Executive dated March 29, 2017 (the “Indemnification Agreement”), which shall remain in full force and effect pursuant to its terms. Notwithstanding anything to the contrary herein, Executive understands that nothing in this Agreement or any other agreement that Executive may have with the Company restricts or prohibits Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including but not limited to the Securities Exchange Commission and the federal Office of Occupational Health (collectively, “Government Agencies”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation, and Executive does not bar any claim by Executive for indemnification by the Company for claims, losses or costs arising from or related to his service as an officer and director of need the Company’s prior authorization to engage in such conduct. Notwithstanding, in making any such disclosures or communications, Executive must take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Confidential Information (as defined herein) to any parties other than the Government Agencies. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies.