Common use of Release by Executive Clause in Contracts

Release by Executive. (a) In consideration of the payments made and to be made and the benefits to be received by Executive pursuant to Paragraphs 3 and 4 of this Agreement, Executive, for himself and the Executive's dependents, successors, assigns, heirs, executors and administrators (and the Executive's and their legal representatives of every kind), hereby releases, dismisses, remises and forever discharges the Company from any and all arbitrations, claims, including claims for attorney's fees, demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown ("claims"), which Executive now has or may have had for, upon, or by reason of Executive's employment by or service with the Company on or prior to the Effective Date, including but not limited to: (i) discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or handicap, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, Ohio Revised Code Section 4101.17 and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof; (ii) breach of any contract or promise, express or implied; and (iii) any and all tort claims. (b) Executive further agrees and acknowledges that: (i) Executive has been advised by the Company to consult with legal counsel prior to executing and delivering this Agreement and the release provided for in this Paragraph 5, has had an opportunity to consult with and to be advised by legal counsel of the Executive's choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (ii) Executive has been given a period of twenty-one (21) days to review and consider the terms of this Agreement, and the release contained herein, prior to its execution and that the Executive may use as much of the twenty-one (21) day period as the Executive desires; and (iii) Executive may, within seven (7) days after execution and delivery, revoke this release. Revocation will be made by delivering a written notice of revocation to the General Counsel at the Company. For such revocation to be effective, written notice must be received by the General Counsel at the Company no later than the close of business on the seventh (7th) day after Executive executes this Agreement. If Executive does exercise the Executive's right to revoke this release, the Executive will forfeit the Executive's right to receive any of the benefits provided for herein, without affecting the effectiveness of Executive's resignations under Paragraph 2. (c) Executive agrees that the Executive will never file a lawsuit or other complaint asserting any claim that is released in this Paragraph 5. (d) Executive's resignation is by mutual agreement between the Company and Executive and Executive waives and releases any claim that the Executive has or may have to

Release by Executive. (a) In consideration of the payments made and to be made and the benefits to be received by A. Executive pursuant to Paragraphs 3 and 4 of this Agreement, Executive, for himself and the Executive's his dependents, successors, assigns, heirs, executors and administrators (and the Executive's his and their legal representatives of every kind), hereby releases, dismisses, remises remisses and forever discharges the Company from any and all arbitrations, claims, claims (including claims for attorney's fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown ("claims")unknown, which Executive now has or may have had for, upon, or by reason of any cause whatsoever (except that this release shall not apply to (x) the obligations of the Company arising under this Agreement and (y) Executive's employment rights of indemnification by the Company, if any, pursuant to the Company's certificate of incorporation or service with by-laws or any agreement between the Company on or prior to and Executive), against the Effective DateCompany ("claims"), including but not limited to: (i) any and all claims, directly or indirectly, arising out of or relating to: (A) Executive's past employment or service with the Company; and (B) Executive's resignation as Chief Financial Officer of the Company and any other position described in Paragraph 1 of this Agreement. (ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or handicapdisability, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amendedamended (the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActAct of 1990, Ohio Revised Code Section 4101.17 the Family and Medical Leave Act of 1993 and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof; (iiiii) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; and (iiiiv) any and all tort claimsclaims under or relating to any and all employee compensation, employee benefit, employee severance or employee incentive bonus plans and arrangements, all of which Executive agrees are forfeited upon his resignation; provided that he shall remain entitled to the amounts and benefits described in Paragraph 2 above. Executive agrees that he intends to release any and all workers compensation claims he may have against the Company by this Agreement, and further agrees to execute any documentation as may be reasonably required to perfect such release when presented to him by the Company. B. Executive understands and acknowledges that the Company does not admit any violation of law, liability or invasion of any of his rights and that any such violation, liability or invasion is expressly denied. The consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights (band every other similar or dissimilar matter) that Executive ever had or now may have or ever will have against the Company to the extent provided in this Paragraph 4. Executive further agrees and acknowledges that no representations, promises or inducements have been made by the Company other than as appear in this Agreement. C. Executive further understands and acknowledges that: (i) Executive The release provided for in this Paragraph 4, including claims under the ADEA to and including the date of this Agreement, is in exchange for the additional consideration provided for in this Agreement, to which consideration he was not heretofore entitled. (ii) He has been advised by the Company to consult with legal counsel prior to executing and delivering this Agreement and the release provided for in this Paragraph 54, has had an opportunity to consult with and to be advised by legal counsel of the Executive's his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (iiiii) Executive He has been given a period of twenty-one (21) days to review and consider the terms of this Agreement, and the release contained herein, prior to its execution and that the Executive he may use as much of the twenty-one (21) day period as the Executive he desires; and (iiiiv) Executive He may, within seven (7) days after execution and deliveryexecution, revoke the release set forth in this releaseParagraph 4. Revocation will shall be made by delivering a written notice of revocation to the General Counsel Vice President of Human Resources at the Company. For such revocation to be effective, written notice must be actually received by the General Counsel Vice President of Human Resources at the Company no later than the close of business on the seventh (7th) day after Executive executes this Agreement. If Executive does exercise the Executive's his right to revoke this release, the Executive will forfeit the Executive's right to receive any all of the benefits provided for herein, without affecting terms and conditions of the effectiveness Agreement shall be of Executive's resignations under no force and effect and the Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Paragraph 22 of this Agreement. (c) Executive agrees that the D. Executive will never file a lawsuit or other complaint asserting any claim that is released in this Paragraph 54. (d) Executive's E. Executive and the Company acknowledge that his resignation is by mutual agreement between the Company and Executive Executive, and that Executive waives and releases any claim that the Executive he has or may have toto reemployment. F. For purposes of the above provisions of this Paragraph 4, the "Company" shall include its present and former predecessors, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents, accountants and counsel.

Release by Executive. (a) In consideration of the payments made and to be made and the benefits to be received by Executive pursuant to Paragraphs 3 and 4 of this Agreement, a. Executive, for himself herself and the Executive's her dependents, successors, assigns, heirs, executors and administrators (and the Executive's her and their legal representatives of every kind), hereby releases, dismisses, remises and forever discharges the Company from Company, its predecessors, successors, assigns, acquirers, parents, direct and indirect subsidiaries, affiliates, and all such entities’ officers, directors, agents, representatives, partners, shareholders, insurers, attorneys, and employees (both current and former) (all released entities are collectively referred to as the “Released Parties”) from, and agrees to indemnify each of the Released Parties against, any and all arbitrations, claims, claims (including claims for attorney's ’s fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every descriptiondescription (collectively, “Claims”), whether known or unknown ("claims")unknown, which Executive now has or may have had for, upon, or by reason of Executive's employment by or service with the Company on or prior to the Effective Dateany cause whatsoever, including but not limited to: i. any and all Claims, directly or indirectly, arising out of or relating to: (iA) Executive’s employment with the Company; and (B) Executive’s separation from employment as the Company’s Executive Vice President, Chief People Person and any other position described in Section 1 of this Agreement; ii. any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion religion, sexual orientation, veteran status or handicapdisability arising under any federal, state, or local statute, ordinance, order or law, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amendedamended (the “ADEA”), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActAct of 1990, Ohio Revised Code Section 4101.17 the Family and Medical Leave Act of 1993, and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof; (ii) iii. any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; iv. any and all claims under or relating to any and all employee compensation, employee benefit, equity plans, employee severance or employee incentive bonus plans and arrangements; provided that she shall remain entitled to the amounts and benefits specified in Section 3 above; and (iii) v. any and all tort claimsclaims under any employment or severance agreement, including any agreement that may provide for benefits upon a change in control. b. Limitations on scope of the release in Section 7(a): i. The foregoing release does not waive rights or claims that may arise after the date this Agreement is executed or that cannot be waived as a matter of law. The foregoing release does not waive any rights to vested benefits under any of the Retirement Plans and the ▇▇▇▇▇▇▇ Incorporated Retirement Plan for Salaried Employees, and does not waive any breach or violation of this Agreement by the Company. ii. Nothing in any part of this Agreement is intended to, or shall, interfere with Executive’s right to file or otherwise participate in a charge, investigation, or proceeding conducted by the Equal Employment Opportunity Commission or other federal, state, or local government agency. Executive shall not, however, be entitled to any relief, recovery, or monies in connection with any such matter brought against any of the Released Parties, regardless of who filed or initiated any such charge, investigation, or proceeding. Executive agrees that Executive will neither seek nor accept, from any source whatsoever, any further benefit, payment, or other consideration relating to any rights or claims that have been released in this Agreement. The prohibitions against further recovery in this paragraph 7(b)(ii) shall not apply to any monetary award from a government-administered whistleblower award program for providing information directly to a government agency. c. Executive understands and acknowledges that the consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights (band every other similar or dissimilar matter) that Executive ever had or now may have or ever will have against the Released Parties to the extent provided in this Section 7. d. Executive further agrees understands and acknowledges that: (i) i. The release provided for in this Section 7 including claims under the ADEA to and including the date of this Agreement, is in exchange for the additional consideration provided for in this Agreement, to which consideration she Executive was not heretofore entitled; ii. Executive has been advised by the Company to consult with legal counsel prior to executing and delivering this Agreement and the release provided for in this Paragraph 5Section 7, has had an opportunity to consult with and to be advised by legal counsel of the Executive's ’s choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (ii) iii. Executive has been given a period of twenty-twenty one (21) days to review and consider the terms of this Agreement, Agreement and the release contained herein, prior to its execution and that the Executive she may use as much of the twenty-one (21) day period as the Executive she desires; and (iii) iv. Executive may, within seven (7) days after execution and deliveryexecution, revoke this releaseAgreement. Revocation will shall be made by delivering a written notice of revocation to the General Counsel ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, VP Global Labor & Employment, at the Company▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Incorporated, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇. For such revocation to be effective, written notice must be actually received by the General Counsel her at the Company no later than the close of business on the seventh (7th) day after Executive executes this Agreement. If Executive does exercise the Executive's her right to revoke this releaseAgreement, the Executive will forfeit the Executive's right to receive any all of the benefits provided for hereinterms and conditions of the Agreement shall be of no force and effect, without affecting and the effectiveness Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Section 3 of Executive's resignations under Paragraph 2this Agreement. (c) e. Executive agrees that she waives any claim that she might have to reemployment with the Company, and agrees not to seek future employment with the Company. Executive agrees that the Executive will never file a lawsuit Company has no obligation to employ, hire, or other complaint asserting any claim rehire her, or to consider her for hire, and that is released in this Paragraph 5. (d) Executive's resignation is by mutual agreement between right of the Company is purely contractual and Executive and Executive waives and releases any claim that the Executive has is in no way discriminatory or may have toretaliatory.

Release by Executive. (a) In consideration of the payments made and to be made and the benefits to be received by a. Executive pursuant to Paragraphs 3 and 4 of this Agreement, Executive, for himself and the Executive's his dependents, successors, assigns, heirs, executors and administrators (and the Executive's his and their legal representatives of every kind), hereby releases, dismisses, remises remisses and forever discharges the Company from any and all arbitrations, claims, arbitrations claims (including claims for attorney's fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown ("claims")unknown, which Executive now has or may have had for, upon, or by reason of any cause whatsoever (except that this release shall not apply to (x) the obligations of the Company arising under this Agreement and (y) Executive's employment rights of indemnification by the Company, if any, pursuant to the Company's certificate of incorporation or service with by-laws or any agreement between the Company on or prior to and Executive), against the Effective DateCompany ("claims"), including but not limited to: (i) any and all claims, directly or indirectly, arising out of or relating to: (A) Executive's past employment or service with the Company; and (B) Executive's resignation as Vice President Sales & Marketing of the Company and any other position described in Paragraph 1 of this Agreement. (ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or handicapdisability, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amendedamended (the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActAct of 1990, Ohio Revised Code Section 4101.17 the Family and Medical Leave Act of 1993 and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof; (iiiii) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; and (iiiiv) any and all tort claimsclaims under or relating to any and all employee compensation, employee benefit, employee severance or employee incentive bonus plans and arrangements, all of which Executive agrees are forfeited upon his resignation; provided that he shall remain entitled to the amounts and benefits described in Paragraph 2 above. Executive agrees that he intends to release any and all workers compensation claims he may have against the Company by this Agreement, and further agrees to execute any documentation as may be reasonably required to perfect such release when presented to him by the Company. (b) b. Executive understands and acknowledges that the Company does not admit any violation of law, liability or invasion of any of his rights and that any such violation, liability or invasion is expressly denied. The consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights {and every other similar or dissimilar matter} that Executive ever had or now may have or ever will have against the Company to the extent provided in this Paragraph 4. Executive further agrees and acknowledges that no representations, promises or inducements have been made by the Company other than as appear in this Agreement. c. Executive further understands and acknowledges that: (i) Executive The release provided for in this Paragraph 4, including claims under the ADEA to and including the date of this Agreement, is in exchange for the additional consideration provided for in this Agreement, to which consideration he was not heretofore entitled. (ii) He has been advised by the Company to consult with legal counsel prior to executing and delivering this Agreement and the release provided for in this Paragraph 54, has had an opportunity to consult with and to be advised by legal counsel of the Executive's his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (iiiii) Executive He has been given a period of twenty-one (21) days to review and consider the terms of this Agreement, and the release contained herein, prior to its execution and that the Executive he may use as much of the twenty-one (21) day period as the Executive he desires; and (iiiiv) Executive He may, within seven (7) days after execution and deliveryexecution, revoke the release set forth in this releaseParagraph 4. Revocation will shall be made by delivering a written notice of revocation to the General Counsel Vice President of Human Resources at the Company. For such revocation to be effective, written notice must be actually received by the General Counsel Vice President of Human Resources at the Company no later than the close of business on the seventh (7th) day after Executive executes this Agreement. If Executive does exercise the Executive's his right to revoke this release, the Executive will forfeit the Executive's right to receive any all of the benefits provided for herein, without affecting terms and conditions of the effectiveness Agreement shall be of Executive's resignations under no force and effect and the Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Paragraph 22 of this Agreement. (c) Executive agrees that the d. Executive will never file a lawsuit or other complaint asserting any claim that is released in this Paragraph 54. (d) Executive's e. Executive and the Company acknowledge that his resignation is by mutual agreement between the Company and Executive Executive, and that Executive waives and releases any claim that the Executive he has or may have toto reemployment. f. For purposes of the above provisions of this Paragraph 4, the "Company" shall include its present and former predecessors, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents, accountants and counsel.

Release by Executive. (a) In consideration of the payments made and to be made and the benefits to be received by Executive pursuant to Paragraphs 3 and 4 of this Agreement, a. Executive, for himself Executive and the Executive's ’s dependents, successors, assigns, heirs, executors and administrators (and the Executive's ’s and their legal representatives of every kind), hereby releases, dismisses, remises and forever discharges the Company from Company, its predecessors, successors, assigns, acquirers, parents, direct and indirect subsidiaries, affiliates, and all such entities’ officers, directors, agents, representatives, partners, shareholders, insurers, attorneys, and employees (both current and former) (all released entities are collectively referred to as the “Released Parties”) from, and agrees to indemnify each of the Released Parties against, (i) any and all arbitrations, claims, claims (including claims for attorney's ’s fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every descriptiondescription (collectively, “Claims”), whether known or unknown ("claims")unknown, which Executive now has or may have had for, upon, or by reason of Executive's employment by or service with the Company on or prior to the Effective Dateany cause whatsoever, including but not limited to:: any and all Claims, directly or indirectly, arising out of or relating to: (A) Executive’s employment with the Company; and (B) Executive’s separation from employment as the Company’s Executive Vice President Chief People Officer and any other position described in Section 1 of this Agreement; CLI-2196704v1 (iii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion religion, sexual orientation, veteran status or handicapdisability arising under any federal, state, or local statute, ordinance, order or law, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amendedamended (the “ADEA”), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActAct of 1990, Ohio Revised Code Section 4101.17 the Family and Medical Leave Act of 1993, and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof; (iiiii) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; (iv) any and all claims under or relating to any and all employee compensation, employee benefit, equity plans, employee severance or employee incentive bonus plans and arrangements; provided that Executive shall remain entitled to the amounts and benefits specified in Section 3 above; and (iiiv) any and all tort claimsclaims under any employment or severance agreement, including any agreement that may provide for benefits upon a change in control. b. Limitations on scope of the release in Section 7(a): (i) The foregoing release does not waive rights or claims that may arise after the date this Agreement is executed or that cannot be waived as a matter of law. The foregoing release does not waive any rights to vested benefits under any of the Retirement Plans and the ▇▇▇▇▇▇▇ Incorporated Retirement Plan for Salaried Employees, and does not waive any breach or violation of this Agreement by the Company. (bii) Nothing in any part of this Agreement is intended to, or shall, interfere with Executive’s right to file or otherwise participate in a charge, investigation, or proceeding conducted by the Equal Employment Opportunity Commission or other federal, state, or local government agency. Executive shall not, however, be entitled to any relief, recovery, or monies in connection with any such matter brought against any of the Released Parties, regardless of who filed or initiated any such charge, investigation, or proceeding. Executive agrees that Executive will neither seek nor accept, from any source whatsoever, any further benefit, payment, or other consideration relating to any rights or claims that have been released in this Agreement. The prohibitions against further recovery in this paragraph 7(b)(ii) shall not apply to any monetary award from a government-administered whistleblower award program for providing information directly to a government agency. c. Executive understands and acknowledges that the consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights (and every other similar or dissimilar matter) that Executive ever had or now may have or ever will have against the Released Parties to the extent provided in this Section 7. d. Executive further agrees understands and acknowledges that:: CLI-2196704v1 (i) The release provided for in this Section 7 including claims under the ADEA to and including the date of this Agreement, is in exchange for the additional consideration provided for in this Agreement, to which consideration Executive was not heretofore entitled; (ii) Executive has been advised by the Company to consult with legal counsel prior to executing and delivering this Agreement and the release provided for in this Paragraph 5Section 7, has had an opportunity to consult with and to be advised by legal counsel of the Executive's ’s choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (iiiii) Executive has been given a period of twenty-twenty one (21) days to review and consider the terms of this Agreement, Agreement and the release contained herein, prior to its execution and that the Executive may use as much of the twenty-one (21) day period as the Executive desires; and (iiiiv) Executive may, within seven (7) days after execution and deliveryexecution, revoke this releaseAgreement. Revocation will shall be made by delivering a written notice of revocation to the General Counsel ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, VP Global Labor & Employment, at the Company▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Incorporated, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇, ▇. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇. For such revocation to be effective, written notice must be actually received by the General Counsel Executive at the Company no later than the close of business on the seventh (7th) day after Executive executes this Agreement. If Executive does exercise the Executive's ’s right to revoke this releaseAgreement, the Executive will forfeit the Executive's right to receive any all of the benefits provided for hereinterms and conditions of the Agreement shall be of no force and effect, without affecting and the effectiveness Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Section 3 of Executive's resignations under Paragraph 2this Agreement. Executive agrees that Executive waives any claim that Executive might have to reemployment with the Company, and agrees not to seek future employment with the Company. (c) e. Executive agrees that the Company has no obligation to employ, hire, or rehire Executive, or to consider Executive will never file a lawsuit or other complaint asserting any claim for hire, and that is released in this Paragraph 5. (d) Executive's resignation is by mutual agreement between right of the Company is purely contractual and Executive and Executive waives and releases any claim that the Executive has is in no way discriminatory or may have toretaliatory.

Release by Executive. (a) In consideration of the payments made and to be made and the benefits to be received by a. Executive pursuant to Paragraphs 3 and 4 of this Agreement, Executive, for himself and the Executive's his dependents, successors, assigns, heirs, executors and administrators (and the Executive's his and their legal representatives of every kind), hereby releases, dismisses, remises remisses and forever discharges the Company from any and all arbitrations, claims, claims (including claims for attorney's fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown ("claims")unknown, which Executive now has or may have had for, upon, or by reason of any cause whatsoever (except that this release shall not apply to (x) the obligations of the Company arising under this Agreement and (y) Executive's employment rights of indemnification by the Company, if any, pursuant to the Company's certificate of incorporation or service with by-laws or any agreement between the Company on or prior to and Executive), against the Effective DateCompany ("claims"), including but not limited to: (i) any and all claims, directly or indirectly, arising out of or relating to: (A) Executive's past employment or service with the Company; and (B) Executives resignation as Chief Operations Officer of the Company and any other position described in Paragraph 1 of this Agreement. (ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or handicapdisability, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amendedamended (the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActAct of 1990, Ohio Revised Code Section 4101.17 the Family and Medical Leave Act of 1993 and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof; (iiiii) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; and (iiiiv) any and all tort claimsclaims under or relating to any and all employee compensation, employee benefit, employee severance or employee incentive bonus plans and arrangements, all of which Executive agrees are forfeited upon his resignation; provided that he shall remain entitled to the amounts and benefits described in Paragraph 2 above. Executive agrees that he intends to release any and all workers compensation claims he may have against the Company by this Agreement, and further agrees to execute any documentation as may be reasonably required to perfect such release when presented to him by the Company. b. Executive understands and acknowledges that the Company does not admit any violation of law, liability or invasion of any of his rights and that any such violation, liability or invasion is expressly denied. The consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights (band every other similar or dissimilar matter) that Executive ever had or now may have or ever will have against the Company to the extent provided in this Paragraph 4. Executive further agrees and acknowledges that no representations, promises or inducements have been made by the Company other than as appear in this Agreement. c. Executive further understands and acknowledges that: (i) The release provided for in this Paragraph 4, including claims under the ADEA to and including the date of this Agreement, is in exchange for the additional consideration provided for in this Agreement, to which consideration he was not heretofore entitled; specifically, in addition to continuation of medical benefits listed in paragraph 2(b) of this Agreement, an additional 17 months of medical benefits continuation, less appropriately monthly premiums, for a total of 41 months, at which time said Executive will be eligible for coverage continuation as provided by COBRA. (ii) He has been advised by the Company to consult with legal counsel prior to executing and delivering this Agreement and the release provided for in this Paragraph 54, has had an opportunity to consult with and to be advised by legal counsel of the Executive's his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (iiiii) Executive He has been given a period of twenty-one (21) days to review and consider the terms of this Agreement, and the release contained herein, prior to its execution and that the Executive he may use as much of the twenty-one (21) day period as the Executive he desires; and (iiiiv) Executive He may, within seven (7) days after execution and deliveryexecution, revoke the release set forth in this releaseParagraph 4. Revocation will shall be made by delivering a written notice of revocation to the General Counsel Vice President of Human Resources at the Company. For such revocation to be effective, written notice must be actually received by the General Counsel Vice President of Human Resources at the Company no later than the close of business on the seventh (7th) day after Executive executes this Agreement. If Executive does exercise the Executive's his right to revoke this release, the Executive will forfeit the Executive's right to receive any all of the benefits provided for herein, without affecting terms and conditions of the effectiveness Agreement shall be of Executive's resignations under no force and effect and the Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Paragraph 22 of this Agreement. (c) Executive agrees that the d. Executive will never file a lawsuit or other complaint asserting any claim that is released in this Paragraph 54. (d) Executive's e. Executive and the Company acknowledge that his resignation is by mutual agreement between the Company and Executive Executive, and that Executive waives and releases any claim that the Executive he has or may have toto reemployment. f. For purposes of the above provisions of this Paragraph 4, the "Company" shall include its present and former predecessors, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents, accountants and counsel.

Release by Executive. (a) In consideration of the payments made and to be made and the benefits to be received by Executive pursuant to Paragraphs 3 and 4 of this Agreement, a. Executive, for himself and the Executive's his dependents, successors, assigns, heirs, executors and administrators (and the Executive's his and their legal representatives of every kind), hereby releases, dismisses, remises and forever discharges the Company from Company, its predecessors, successors, assigns, acquirers, parents, direct and indirect subsidiaries, affiliates, and all such entities’ officers, directors, agents, representatives, partners, shareholders, insurers, attorneys, and employees (both current and former) (all released entities are collectively referred to as the “Released Parties”) from, and agrees to indemnify each of the Released Parties against, any and all arbitrations, claims, claims (including claims for attorney's ’s fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every descriptiondescription (collectively, “Claims”), whether known or unknown ("claims")unknown, which Executive now has or may have had for, upon, or by reason of Executive's employment by or service with the Company on or prior to the Effective Dateany cause whatsoever, including but not limited to: (i) any and all Claims, directly or indirectly, arising out of or relating to: (A) Executive’s employment with the Company; and (B) Executive’s separation from employment as the Company’s Executive Vice President Chief Financial Officer and any other position described in Section 1 of this Agreement; (ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion religion, sexual orientation, veteran status or handicapdisability arising under any federal, state, or local statute, ordinance, order or law, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amendedamended (the “ADEA”), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActAct of 1990, Ohio Revised Code Section 4101.17 the Family and Medical Leave Act of 1993, and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof; (iiiii) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; (iv) any and all claims under or relating to any and all employee compensation, employee benefit, equity plans, employee severance or employee incentive bonus plans and arrangements; provided that he shall remain entitled to the amounts and benefits specified in Section 3 above; and (iiiv) any and all tort claimsclaims under any employment or severance agreement, including any agreement that may provide for benefits upon a change in control. b. Limitations on scope of the release in Section 5(a): (i) The foregoing release does not waive rights or claims that may arise after the date this Agreement is executed or that cannot be waived as a matter of law. The foregoing release does not waive any rights to vested benefits under any of the Retirement Plans and the ▇▇▇▇▇▇▇ Incorporated Retirement Plan for Salaried Employees, and does not waive any breach or violation of this Agreement by the Company. (bii) Nothing in any part of this Agreement is intended to, or shall, interfere with Executive’s right to file or otherwise participate in a charge, investigation, or proceeding conducted by the Equal Employment Opportunity Commission or other federal, state, or local government agency. Executive shall not, however, be entitled to any relief, recovery, or monies in connection with any such matter brought against any of the Released Parties, regardless of who filed or initiated any such charge, investigation, or proceeding. Executive agrees that Executive will neither seek nor accept, from any source whatsoever, any further benefit, payment, or other consideration relating to any rights or claims that have been released in this Agreement. The prohibitions against further recovery in this paragraph 5(b)(ii) shall not apply to any monetary award from a government-administered whistleblower award program for providing information directly to a government agency. c. Executive understands and acknowledges that the consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights (and every other similar or dissimilar matter) that Executive ever had or now may have or ever will have against the Released Parties to the extent provided in this Section 5. d. Executive further agrees understands and acknowledges that: (i) Executive The release provided for in this Section 5 including claims under the ADEA to and including the date of this Agreement, is in exchange for the additional consideration provided for in this Agreement, to which consideration he was not heretofore entitled; (ii) He has been advised by the Company to consult with legal counsel prior to executing and delivering this Agreement and the release provided for in this Paragraph Section 5, has had an opportunity to consult with and to be advised by legal counsel of the Executive's his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (iiiii) Executive He has been given a period of twenty-twenty one (21) days to review and consider the terms of this Agreement, Agreement and the release contained herein, prior to its execution and that the Executive he may use as much of the twenty-one (21) day period as the Executive he desires; and (iiiiv) Executive He may, within seven (7) days after execution and deliveryexecution, revoke this releaseAgreement. Revocation will shall be made by delivering a written notice of revocation to the General Counsel ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, VP Global Labor & Employment, at the Company▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Incorporated, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇. For such revocation to be effective, written notice must be actually received by the General Counsel her at the Company no later than the close of business on the seventh (7th) day after Executive executes this Agreement. If Executive does exercise the Executive's his right to revoke this releaseAgreement, the Executive will forfeit the Executive's right to receive any all of the benefits provided for hereinterms and conditions of the Agreement shall be of no force and effect, without affecting and the effectiveness Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Section 3 of Executive's resignations under Paragraph 2this Agreement. (c) e. Executive agrees that he waives any claim that he might have to reemployment with the Company, and agrees not to seek future employment with the Company. Executive agrees that the Executive will never file a lawsuit Company has no obligation to employ, hire, or other complaint asserting any claim rehire him, or to consider him for hire, and that is released in this Paragraph 5. (d) Executive's resignation is by mutual agreement between right of the Company is purely contractual and Executive and Executive waives and releases any claim that the Executive has is in no way discriminatory or may have toretaliatory.

Release by Executive. (a) In consideration of the payments made and to be made and the benefits to be received by Executive pursuant to Paragraphs 3 and 4 of this Agreement, a. Executive, for himself and the Executive's his dependents, successors, assigns, heirs, executors and administrators (and the Executive's his and their legal representatives of every kind), hereby releases, dismisses, remises and forever discharges the Company from Company, its predecessors, successors, assigns, acquirers, parents, direct and indirect subsidiaries, affiliates, and all such entities’ officers, directors, agents, representatives, partners, shareholders, insurers, attorneys, and employees (both current and former) (all released entities are collectively referred to as the “Released Parties”) from, and agrees to indemnify each of the Released Parties against, any and all arbitrations, claims, claims (including claims for attorney's ’s fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every descriptiondescription (collectively, “Claims”), whether known or unknown ("claims")unknown, which Executive now has or may have had for, upon, or by reason of Executive's employment by or service with the Company on or prior to the Effective Dateany cause whatsoever, including but not limited to: (i) any and all Claims, directly or indirectly, arising out of or relating to: (A) Executive’s employment with the Company; and (B) Executive’s separation from employment as the Company’s Executive Vice President Chief Financial Officer and any other position described in Section 1 of this Agreement; (ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion religion, sexual orientation, veteran status or handicapdisability arising under any federal, state, or local statute, ordinance, order or law, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amendedamended (the “ADEA”), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActAct of 1990, Ohio Revised Code Section 4101.17 the Family and Medical Leave Act of 1993, and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof; (iiiii) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; (iv) any and all claims under or relating to any and all employee compensation, employee benefit, equity plans, employee severance or employee incentive bonus plans and arrangements; provided that he shall remain entitled to the amounts and benefits specified in Section 3 above; and (iiiv) any and all tort claimsclaims under any employment or severance agreement, including any agreement that may provide for benefits upon a change in control. b. Limitations on scope of the release in Section 5(a): (i) The foregoing release does not waive rights or claims that may arise after the date this Agreement is executed or that cannot be waived as a matter of law. The foregoing release does not waive any rights to vested benefits under any of the Retirement Plans and the ▇▇▇▇▇▇▇ Incorporated Retirement Plan for Salaried Employees, and does not waive any breach or violation of this Agreement by the Company. (bii) Nothing in any part of this Agreement is intended to, or shall, interfere with Executive’s right to file or otherwise participate in a charge, investigation, or proceeding conducted by the Equal Employment Opportunity Commission or other federal, state, or local government agency. Executive shall not, however, be entitled to any relief, recovery, or monies in connection with any such matter brought against any of the Released Parties, regardless of who filed or initiated any such charge, investigation, or proceeding. Executive agrees that Executive will neither seek nor accept, from any source whatsoever, any further benefit, payment, or other consideration relating to any rights or claims that have been released in this Agreement. The prohibitions against further recovery in this paragraph 5(b)(ii) shall not apply to any monetary award from a government-administered whistleblower award program for providing information directly to a government agency. c. Executive understands and acknowledges that the consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights (and every other similar or dissimilar matter) that Executive ever had or now may have or ever will have against the Released Parties to the extent provided in this Section 5. d. Executive further agrees understands and acknowledges that: (i) Executive The release provided for in this Section 5 including claims under the ADEA to and including the date of this Agreement, is in exchange for the additional consideration provided for in this Agreement, to which consideration he was not heretofore entitled; (ii) He has been advised by the Company to consult with legal counsel prior to executing and delivering this Agreement and the release provided for in this Paragraph Section 5, has had an opportunity to consult with and to be advised by legal counsel of the Executive's his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (iiiii) Executive He has been given a period of twenty-twenty one (21) days to review and consider the terms of this Agreement, Agreement and the release contained herein, prior to its execution and that the Executive he may use as much of the twenty-one (21) day period as the Executive he desires; and (iiiiv) Executive He may, within seven (7) days after execution and deliveryexecution, revoke this releaseAgreement. Revocation will shall be made by delivering a written notice of revocation to the General Counsel ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, VP Global Labor & Employment, at the Company▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Incorporated, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇. For such revocation to be effective, written notice must be actually received by the General Counsel him at the Company no later than the close of business on the seventh (7th) day after Executive executes this Agreement. If Executive does exercise the Executive's his right to revoke this releaseAgreement, the Executive will forfeit the Executive's right to receive any all of the benefits provided for hereinterms and conditions of the Agreement shall be of no force and effect, without affecting and the effectiveness Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Section 3 of Executive's resignations under Paragraph 2this Agreement. (c) e. Executive agrees that he waives any claim that he might have to reemployment with the Company, and agrees not to seek future employment with the Company. Executive agrees that the Executive will never file a lawsuit Company has no obligation to employ, hire, or other complaint asserting any claim rehire him, or to consider him for hire, and that is released in this Paragraph 5. (d) Executive's resignation is by mutual agreement between right of the Company is purely contractual and Executive and Executive waives and releases any claim that the Executive has is in no way discriminatory or may have toretaliatory.

Release by Executive. In exchange for the Company's payment to Executive for Executive's Forfeited Options and the continuation of Executive's employment during the Employment Period: (a) In consideration Upon his termination of employment at the end of the payments made Employment Period, Executive agrees that he will execute a release of all current or future claims, known or unknown, arising during the Employment Period against the Company, its subsidiaries and to be made and its officers, in a form approved by the benefits to be received by Company; and (i) Executive pursuant to Paragraphs 3 and 4 of this Agreement, Executive, for himself and the Executive's his dependents, successors, assigns, heirs, executors and administrators (and the Executive's his and their legal representatives of every kind), hereby releases, dismisses, remises remisses and forever discharges the Company from any and all arbitrations, claims, claims (including claims for attorney's fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown ("claims")unknown, which Executive now has as of the Effective Date or may have had prior to the Effective Date for, upon, or by reason of Executive's employment by or service with any cause whatsoever, against the Company on or prior to the Effective Date("claims"), including but not limited to: (A) any and all claims, directly or indirectly, arising out of or relating to: (i) Executive's employment or service with the Company prior to the Effective Date; (ii) Executive's resignation as Vice President - External Affairs & Public Policy of the Company and any other position described in paragraph 3 of this Agreement and (iii) the termination of Executive's employment on the second anniversary of the Effective Date. (B) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or handicapdisability, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amendedamended (the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActAct of 1990, Ohio Revised Code Section 4101.17 the Family and Medical Leave Act of 1993 and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof; (iiC) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; and (iiiD) any and all tort claimsclaims under or relating to any and all employee compensation, employee benefit, employee severance or employee incentive bonus plans and arrangements, all of which Executive agrees are forfeited upon his resignation; provided that he shall remain entitled to the amounts and benefits described in paragraph 4 or 6 above. Executive agrees that he intends to release any and all workers compensation claims he may have against the Company by this Agreement, and further agrees to execute any documentation as may be reasonably required to perfect such release when presented to him by the Company. (bii) Executive understands and acknowledges that the Company does not admit any violation of law, liability or invasion of any of his rights and that any such violation, liability or invasion is expressly denied. The consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights (and every other similar or dissimilar matter) that Executive ever had or now may have against the Company to the extent provided in this paragraph 9(b). Executive further agrees and acknowledges that no representations, promises or inducements have been made by the Company other than as appear in this Agreement. (iii) Executive further agrees understands and acknowledges that: (iA) Executive The release provided for in this paragraph 9(b), including claims under the ADEA to and including the Effective Date, is in exchange for the additional consideration provided for in this Agreement, to which consideration he was not heretofore entitled; (B) He has been advised by the Company to consult with legal counsel prior to executing and delivering this Agreement and the release provided for in this Paragraph 5paragraph 9(b), has had an opportunity to consult with and to be advised by legal counsel of the Executive's his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (iiC) Executive He has been given a period of twenty-one (21) days to review and consider the terms of this Agreement, and the release contained herein, prior to its execution and that the Executive he may use as much of the twenty-one (21) day period as the Executive he desires; and (iiiD) Executive He may, within seven (7) days after execution and deliveryexecution, revoke the release set forth in this releaseparagraph 9(b). Revocation will shall be made by delivering a written notice of revocation to the General Counsel Corporate Manager of Human Resources at the Company. For such revocation to be effective, written notice must be actually received by the General Counsel Corporate Manager of Human Resources at the Company no later than the close of business on the seventh (7th) day after Executive executes this Agreement. If Executive does exercise the Executive's his right to revoke this release, the Executive will forfeit the Executive's right to receive any all of the benefits provided for herein, without affecting terms and conditions of the effectiveness Agreement shall be of Executive's resignations under Paragraph 2no force and effect and the Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in paragraph 4 or 6 of this Agreement. (civ) Executive agrees that the Executive will never file a lawsuit or other complaint asserting any claim that is released in this Paragraph 5paragraph 9(b). (dv) Executive's Executive and the Company acknowledge that his resignation is by mutual agreement between the Company and Executive Executive, and that Executive waives and releases any claim that the Executive he has or may have toto reemployment other than as described in this Agreement. (vi) For purposes of the above provisions of this paragraph 9(b), the "Company" shall include its present and former predecessors, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents, accountants and counsel.

Release by Executive. (a) In consideration of the payments made and to be made and the benefits to be received by a. Executive pursuant to Paragraphs 3 and 4 of this Agreement, Executive, for himself and the Executive's his dependents, successors, assigns, heirs, executors and administrators (and the Executive's his and their legal representatives of every kind), hereby releases, dismisses, remises remisses and forever discharges the Company from any and all arbitrations, claims, claims (including claims for attorney's fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown ("claims")unknown, which Executive now has or may have had for, upon, or by reason of any cause whatsoever (except that this release shall not apply to (x) the obligations of the Company arising under this Agreement and (y) Executive's employment rights of indemnification by the Company, if any, pursuant to the Company's certificate of incorporation or service with by-laws or any agreement between the Company on or prior to and Executive), against the Effective DateCompany ("claims"), including but not limited to: (i) any and all claims, directly or indirectly, arising out of or relating to: (A) Executive's past employment or service with the Company; and (B) Executive's resignation as Vice President - Finance & Treasurer of the Company and any other position described in Paragraph 1 of this Agreement. (ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or handicapdisability, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amendedamended (the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActAct of 1990, Ohio Revised Code Section 4101.17 the Family and Medical Leave Act of 1993 and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof; (iiiii) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; and (iiiiv) any and all tort claimsclaims under or relating to any and all employee compensation, employee benefit, employee severance or employee incentive bonus plans and arrangements, all of which Executive agrees are forfeited upon his resignation; provided that he shall remain entitled to the amounts and benefits described in Paragraph 2 above. Executive agrees that he intends to release any and all workers compensation claims he may have against the Company by this Agreement, and further agrees to execute any documentation as may be reasonably required to perfect such release when presented to him by the Company. b. Executive understands and acknowledges that the Company does not admit any violation of law, liability or invasion of any of his rights and that any such violation, liability or invasion is expressly denied. The consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights (band every other similar or dissimilar matter) that Executive ever had or now may have or ever will have against the Company to the extent provided in this Paragraph 4. Executive further agrees and acknowledges that no representations, promises or inducements have been made by the Company other than as appear in this Agreement. c. Executive further understands and acknowledges that: (i) Executive The release provided for in this Paragraph 4, including claims under the ADEA to and including the date of this Agreement, is in exchange for the additional consideration provided for in this Agreement, to which consideration he was not heretofore entitled; (ii) He has been advised by the Company to consult with legal counsel prior to executing and delivering this Agreement and the release provided for in this Paragraph 54, has had an opportunity to consult with and to be advised by legal counsel of the Executive's his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (iiiii) Executive He has been given a period of twenty-one (21) days to review and consider the terms of this Agreement, and the release contained herein, prior to its execution and that the Executive he may use as much of the twenty-one (21) day period as the Executive he desires; and (iiiiv) Executive He may, within seven (7) days after execution and deliveryexecution, revoke the release set forth in this releaseParagraph 4. Revocation will shall be made by delivering a written notice of revocation to the General Counsel Corporate Manager of Human Resources at the Company. For such revocation to be effective, written notice must be actually received by the General Counsel Corporate Manager of Human Resources at the Company no later than the close of business on the seventh (7th) day after Executive executes this Agreement. If Executive does exercise the Executive's his right to revoke this release, the Executive will forfeit the Executive's right to receive any all of the benefits provided for herein, without affecting terms and conditions of the effectiveness Agreement shall be of Executive's resignations under no force and effect and the Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Paragraph 22 of this Agreement. (c) Executive agrees that the d. Executive will never file a lawsuit or other complaint asserting any claim that is released in this Paragraph 54. (d) Executive's e. Executive and the Company acknowledge that his resignation is by mutual agreement between the Company and Executive Executive, and that Executive waives and releases any claim that the Executive he has or may have toto reemployment. f. For purposes of the above provisions of this Paragraph 4, the "Company" shall include its present and former predecessors, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents, accountants and counsel.

Release by Executive. (a) In consideration of the payments made and to be made and the benefits to be received by a. Executive pursuant to Paragraphs 3 and 4 of this Agreement, Executive, for himself and the Executive's his dependents, successors, assigns, heirs, executors and administrators (and the Executive's his and their legal representatives of every kind), hereby releases, dismisses, remises remisses and forever discharges the Company from any and all arbitrations, claims, claims (including claims for attorney's fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown ("claims")unknown, which Executive now has or may have had for, upon, or by reason of any cause whatsoever (except that this release shall not apply to (x) the obligations of the Company arising under this Agreement and (y) Executive's employment rights of indemnification by the Company, if any, pursuant to the Company's certificate of incorporation or service with by-laws or any agreement between the Company on or prior to and Executive), against the Effective DateCompany ("claims"), including but not limited to: (i) any and all claims, directly or indirectly, arising out of or relating to: (A) Executive's past employment or service with the Company; and (B) Executive's resignation as Vice President Business Development of the Company and any other position described in Paragraph 1 of this Agreement. (ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or handicapdisability, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amendedamended (the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActAct of 1990, Ohio Revised Code Section 4101.17 the Family and Medical Leave Act of 1993 and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof; (iiiii) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; and (iiiiv) any and all tort claimsclaims under or relating to any and all employee compensation, employee benefit, employee severance or employee incentive bonus plans and arrangements, all of which Executive agrees are forfeited upon his resignation; provided that he shall remain entitled to the amounts and benefits described in Paragraph 2 above. Executive agrees that he intends to release any and all workers compensation claims he may have against the Company by this Agreement, and further agrees to execute any documentation as may be reasonably required to perfect such release when presented to him by the Company. b. Executive understands and acknowledges that the Company does not admit any violation of law, liability or invasion of any of his rights and that any such violation, liability or invasion is expressly denied. The consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights (band every other similar or dissimilar matter) that Executive ever had or now may have or ever will have against the Company to the extent provided in this Paragraph 4. Executive further agrees and acknowledges that no representations, promises or inducements have been made by the Company other than as appear in this Agreement. c. Executive further understands and acknowledges that: (i) The release provided for in this Paragraph 4, including claims under the ADEA to and including the date of this Agreement, is in exchange for the additional consideration provided for in this Agreement, to which consideration he was not heretofore entitled; specifically, in addition to continuation of medical benefits listed in paragraph 2 (b) of this agreement, an additional 12 months of medical benefit continuation, less appropriately monthly premiums, for a total of 36 months, at which time said Executive will be eligible for coverage continuation as provided by COBRA. (ii) He has been advised by the Company to consult with legal counsel prior to executing and delivering this Agreement and the release provided for in this Paragraph 54, has had an opportunity to consult with and to be advised by legal counsel of the Executive's his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (iiiii) Executive He has been given a period of twenty-one (21) days to review and consider the terms of this Agreement, and the release contained herein, prior to its execution and that the Executive he may use as much of the twenty-one (21) day period as the Executive he desires; and (iiiiv) Executive He may, within seven (7) days after execution and deliveryexecution, revoke the release set forth in this releaseParagraph 4. Revocation will shall be made by delivering a written notice of revocation to the General Counsel Vice President of Human Resources at the Company. For such revocation to be effective, written notice must be actually received by the General Counsel Vice President of Human Resources at the Company no later than the close of business on the seventh (7th) day after Executive executes this Agreement. If Executive does exercise the Executive's his right to revoke this release, the Executive will forfeit the Executive's right to receive any all of the benefits provided for herein, without affecting terms and conditions of the effectiveness Agreement shall be of Executive's resignations under no force and effect and the Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Paragraph 22 of this Agreement. (c) Executive agrees that the d. Executive will never file a lawsuit or other complaint asserting any claim that is released in this Paragraph 54. (d) Executive's e. Executive and the Company acknowledge that his resignation is by mutual agreement between the Company and Executive Executive, and that Executive waives and releases any claim that the Executive he has or may have toto reemployment. f. For purposes of the above provisions of this Paragraph 4, the "Company" shall include its present and former predecessors, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents, accountants and counsel.

Release by Executive. (a) In consideration of the payments made and to be made and the benefits to be received by Executive pursuant to Paragraphs 3 4 and 4 6 of this Agreement, Executive, for himself and the Executive's his dependents, successors, assigns, heirs, executors and administrators (and the Executive's his and their legal representatives of every kind), hereby releases, dismisses, remises and forever discharges the Company from any and all arbitrations, claims, including claims for attorney's fees, demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown ("claimsClaims"), which Executive now has or may have had for, upon, or by reason of of: (i) Executive's employment by or service with the Company on or prior to the Effective Date, including but not limited to:; (iii) discrimination, including but not limited to claims Claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or handicap, including, specifically, but without limiting the generality of the foregoing, any claims Claims under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, Ohio Revised Code Section 4101.17 and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof;; and (iiiii) breach of any contract or promise, express or implied, on or prior to the Effective Date; and PROVIDED, HOWEVER, that the foregoing shall not apply to Claims to enforce rights that Executive may have as of the Effective Date under any of the Company's health, welfare, retirement, pension or incentive plans (iii) including the MIP), under any indemnification agreement between Executive and all tort claimsthe Company, under the Company's indemnification by-laws, under the directors' and officers' liability coverage maintained by the Company, under Section 145 of the Delaware General Corporation Law or under this Agreement. (b) Executive further agrees and acknowledges that: (i) Executive He has been advised by the Company to consult with legal counsel prior to executing and delivering this Agreement and the release provided for in this Paragraph 5, has had an opportunity to consult with and to be advised by legal counsel of the Executive's choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (ii) Executive has been given a period of twenty-one (21) days to review and consider the terms of this Agreement, and the release contained herein, prior to its execution and that the Executive may use as much of the twenty-one (21) day period as the Executive desires; and (iii) Executive may, within seven (7) days after execution and delivery, revoke this release. Revocation will be made by delivering a written notice of revocation to the General Counsel at the Company. For such revocation to be effective, written notice must be received by the General Counsel at the Company no later than the close of business on the seventh (7th) day after Executive executes this Agreement. If Executive does exercise the Executive's right to revoke this release, the Executive will forfeit the Executive's right to receive any of the benefits provided for herein, without affecting the effectiveness of Executive's resignations under Paragraph 2. (c) Executive agrees that the Executive will never file a lawsuit or other complaint asserting any claim that is released in this Paragraph 5. (d) Executive's resignation is by mutual agreement between the Company and Executive and Executive waives and releases any claim that the Executive has or may have tothis