Common use of Release by the Executive Clause in Contracts

Release by the Executive. Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, the Executive, for himself and his heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, shareholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which the Executive or any of the Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to the recruitment, hiring, employment, relocation, remuneration, investigation, or termination of the Executive by any of the Company Releasees, the Executive’s tenure as an employee and/or an officer of any of the Company Releasees, any agreement or compensation arrangement between the Executive and any of the Company Releasees (including, without limitation, the Employment Agreement), or any act or occurrence in connection with any actual, existing, proposed, prospective or claimed ownership interest of any nature of the Executive or the Executive’s Affiliates in equity capital or rights in equity capital or other securities of any of the Company Releasees, to the maximum extent permitted by law, except that Executive does not release any claims which may not be released herein as a matter of law, including but not limited to claims for indemnity under California Labor Code Section 2802, claims that may be adjudicated before the California Workers’ Compensation Appeals Board, and claims for vested benefits. The Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Americans With Disabilities Act; the National Labor Relations Act, as amended; the Equal Pay Act; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship or operating a publicly held business, except those claims which may not be released herein as a matter of law. Nothing contained in this Section 13 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code Section 2802, the Company and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, or any indemnification agreements; nor prevent Executive from cooperating in an investigation by the Equal Employment Opportunity Commission (“EEOC”) or from filing an EEOC charge other than for personal relief. Nothing contained in this Section 13 or any other provision of this Agreement shall release or waive any right or benefit that Executive has under any stock option or restricted stock agreement granted to Executive by any of the Company and its Related Entities.

Release by the Executive. Except The Executive acknowledges and agrees that the payments pursuant to Section 3 above, and the provision of other benefits, as set forth in Section 4 above, constitute sufficient consideration for any obligations or covenants the release of the Company pursuant by the Executive provided below. For the consideration detailed above, and except for (i) any criminal act or act of willful misconduct by the Company with respect to the Executive, (ii) the obligations of the Company in this Agreement and as otherwise expressly the benefits preserved and/or provided to the Executive in this AgreementAgreement and (iii) any obligation which the Company has under and in accordance with its By-Laws as currently in effect (whether or not covered by insurance) to indemnify the Executive in his capacity as an officer or employee or director of the Company or of any of its subsidiaries or affiliates, the Executive, for on behalf of himself and his heirs, executors, administrators, attorneys and assigns, successors and agents (collectivelyhereby waives, the “Executive’s Affiliates”) hereby fully and without limitation generally releases and forever discharges the Company Company, its subsidiaries, divisions and affiliates, whether direct or indirect (including its Related Entitiesand their respective directors, officers, employees, partners and agents, past, present, and future), and each of its and their respective agents, representatives, shareholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “hereinafter collectively referred to as "Company Releasees”"), both individually and collectively, from any and all rights, claims, demands, liabilities, known or unknown actions, causes of action, claims, damages, lossessuits, costsobligations, expenses agreements, attorneys' fees or any other liabilities of any kind whatsoever which have or could be asserted against the Company Releasees arising out of or related to: his service as an officer or employee or director of the Company and/or any of the other Company Releasees, employment with and/or separation from employment with the Company and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which the Executive or any of the Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to the recruitment, hiring, employment, relocation, remuneration, investigation, or termination of the Executive by any of the other Company Releasees, and/or any other occurrence up to and including the Executive’s tenure as an employee and/or an officer date of any of the Company Releasees, any agreement or compensation arrangement between the Executive and any of the Company Releasees (including, without limitation, the Employment this Agreement), or any act or occurrence in connection with any actual, existing, proposed, prospective or claimed ownership interest of any nature of the Executive or the Executive’s Affiliates in equity capital or rights in equity capital or other securities of any of the Company Releasees, to the maximum extent permitted by law, except that Executive does not release any claims which may not be released herein as a matter of law, including but not limited to claims for indemnity claims, actions, causes of action or liabilities arising under California Labor Code Section 2802, claims that may be adjudicated before the California Workers’ Compensation Appeals Board, and claims for vested benefits. The Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; , the Age Discrimination in Employment Act, as amended ("ADEA"), the Employee Retirement Income Security Act of 1974, as amended, the Rehabilitation Act of 1973, as amended, the Americans With with Disabilities Act; the National Labor Relations Act, as amended; , the Equal Pay Illinois Human Rights Act; the California common law , as amended, and/or any other federal, state, or municipal employment discrimination statutes (including, but not limited to, claims based on fraudage, misrepresentationsex attainment of benefit plan rights, negligencerace, defamationreligion, infliction of emotional distress or other tortnational origin, breach of contract or covenantmarital status, violation of public policy or wrongful termination; state or federal wage and hour lawssexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and other provisions veteran status). The Executive agrees that he will not commence any action or proceeding of any nature whatsoever, and that he will not seek or be entitled to any award of equitable or monetary relief in any action or proceeding brought on his behalf that arises out of the California Labor Code, to the extent these may be matters released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship or operating a publicly held business, except those claims which may not be released herein as a matter of law. Nothing contained in this Section 13 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code Section 2802, the Company and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, or any indemnification agreements; nor prevent Executive from cooperating in an investigation by the Equal Employment Opportunity Commission (“EEOC”) or from filing an EEOC charge other than for personal relief. Nothing contained in under this Section 13 or any other provision of this Agreement shall release or waive any right or benefit that Executive has under any stock option or restricted stock agreement granted to Executive by any of the Company and its Related EntitiesAgreement.

Release by the Executive. Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, the The Executive, for on behalf of himself and anyone claiming through him, including, but not limited to, his past, present and future spouses, family members, relatives, agents, attorneys, representatives, heirs, executors, executors and administrators, assignsand the predecessors, successors and agents (collectivelyassigns of each of them, the “Executive’s Affiliates”) hereby fully waives and without limitation releases and forever discharges the Company and each of its Related Entitiespast and present divisions, subsidiaries, other affiliates, other related entities (whether or not such entities are wholly owned) and each of their respective agentsthe past and present owners, representativestrustees, shareholders, ownersfiduciaries, officers, directors, partners, employees, consultantsagents, attorneysattorneys and representatives thereof, auditors, accountants, investigators, affiliatesand each of the predecessors, successors and assigns of each of them (collectively, hereinafter jointly referred to as the “Company ReleaseesReleased Parties”), both individually and collectively, from with respect to any and all rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses known and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, unknown claims which the Executive now has, or has ever had, against any of the Executive’s Affiliates has Company Released Parties for or may have or may claim related in any way to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, anything occurring from the beginning of time up to and including the Effective Date (“Claims”)date on which he signs this Agreement, including, without limiting the generality of the foregoing: (a) any and all claims which in any way result from, any Claims arising arise out of, based uponor relate to, or relating to the recruitment, hiring, employment, relocation, remuneration, investigation, or termination of the Executive Executive’s employment by any of the Company ReleaseesReleased Parties or the termination of such employment, the Executive’s tenure as an employee and/or an officer of any of the Company Releaseesincluding, but not limited to, any and all claims for severance or termination payments under any agreement or compensation arrangement between the Executive and any of the Company Releasees Released Parties or any program or arrangement of any of the Company Released Parties; (b) any and all claims that could have been asserted by the Executive or on his behalf against any of the Company Released Parties in any federal, state or local court, commission, department or agency; and (c) any and all claims that could have been asserted by the Executive or on his behalf against any of the Company Released Parties under any fair employment, contract or tort law, or any other federal, state or local law, regulation, ordinance, common law or other source of law (in each case, as in effect or amended from time to time), including, without limitation, the Employment Agreement), or any act or occurrence in connection with any actual, existing, proposed, prospective or claimed ownership interest of any nature of the Executive or the Executive’s Affiliates in equity capital or rights in equity capital or other securities of any of the Company Releasees, to the maximum extent permitted by law, except that Executive does not release any claims which may not be released herein as a matter of law, including but not limited to claims for indemnity under California Labor Code Section 2802, claims that may be adjudicated before the California Workers’ Compensation Appeals Board, and claims for vested benefits. The Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1871, the Civil Rights Act of 1991, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Employee Retirement Income Security Act of 1974, the Americans With with Disabilities Act; , the National Labor Relations Rehabilitation Act, as amended; the Equal Pay Family and Medical Leave Act; , the California common law on fraudGenetic Information Nondiscrimination Act, misrepresentationthe Fair Credit Reporting Act, negligenceor under any compensation, defamationbonus, infliction of emotional distress severance, retirement or other tortbenefit plan; provided, breach of contract or covenanthowever, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship or operating a publicly held business, except those claims which may not be released herein as a matter of law. Nothing that nothing contained in this Section 13 5 shall apply to, or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company from (i) any obligation contained in this Agreement, (ii) any obligation which the Company may have (if any) to provide benefits to the Executive under any plans or programs of the Company which continue to be applicable to the Executive, except as otherwise expressly provided in this Agreement, (iii) any obligation which the Company may have (if any) to indemnify the Executive pursuant to its articles of incorporation, by-laws, or other governing documents, (iv) any obligation which the Company may have (if any) to provide coverage to the Executive pursuant to its director and its Related Entities officer insurance policy with respect to which actions or omissions of the Executive may be eligible during his service as provided in California Labor Code Section 2802, a director or officer of the Company and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policiesCompany, or (v) any indemnification agreements; nor prevent claim that cannot be waived or released by law, such as unemployment or workers compensation claims. The Executive from cooperating in an investigation by the Equal Employment Opportunity Commission (“EEOC”) expressly represents and warrants that he has not filed or from filing an EEOC charge other than for personal relief. Nothing contained in this Section 13 or had filed on his behalf any other provision of this Agreement shall release or waive any right or benefit that Executive has under any stock option or restricted stock agreement granted to Executive by claim against any of the Company Released Parties, and its Related Entitieshas not transferred or assigned any rights or causes of action that he might have against any of the Company Released Parties. The Executive represents and agrees that he has read and understands the terms and effect of this Agreement and that he has received a reasonable and sufficient period of time to review and consult with his own legal counsel concerning the provisions of this Agreement.

Release by the Executive. Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, the Executive, for himself and his heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, shareholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which the Executive or any of the Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to the recruitment, hiring, employment, relocation, remuneration, investigation, or termination of the Executive by any of the Company Releasees, the Executive’s tenure as an employee and/or an officer of any of the Company Releasees, any agreement or compensation arrangement between the Executive and any of the Company Releasees (including, without limitation, the Employment Agreement), or any act or occurrence in connection with any actual, existing, proposed, prospective or claimed ownership interest of any nature of the Executive or the Executive’s Affiliates in equity capital or rights in equity capital or other securities of any of the Company Releasees, to the maximum extent permitted by law, except that Executive does not release any claims which may not be released herein as a matter of law, including but not limited to claims for indemnity under California Labor Code Section 2802, claims that may be adjudicated before the California Workers’ Compensation Appeals Board, and claims for vested benefits. The Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Americans With Disabilities Act; the National Labor Relations Act, as amended; the Equal Pay Act; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship or operating a publicly held business, except those claims which may not be released herein as a matter of law. Nothing contained in this Section 13 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code Section 2802, the Company and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & and omissions, umbrella or general liability insurance policies, or any indemnification agreements; nor prevent Executive from cooperating in an investigation by the Equal Employment Opportunity Commission (“EEOC”) or from filing an EEOC charge other than for personal relief. Nothing contained in this Section 13 or any other provision of this Agreement shall release or waive any right or benefit that Executive has under any stock option or restricted stock agreement granted to Executive by any of the Company and its Related Entities.

Release by the Executive. Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, the Executive, for himself herself and his her heirs, executors, administrators, assigns, affiliates, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, shareholdersstockholders, owners, officers, directors, employees, consultants, attorneys, attorneys (solely in their capacity as counsel for the Company and its Related Entities) auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which the Executive or any of the Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to the recruitment, hiring, employment, relocation, remuneration, investigation, or termination cessation of employment of the Executive by any of the Company Releasees, the Executive’s tenure as an employee and/or an officer of any of the Company Releasees, any agreement or compensation arrangement between the Executive and any of the Company Releasees (including, without limitation, the Employment Agreement), or any act or occurrence in connection with any actual, existing, proposed, prospective or claimed ownership interest of any nature of the Executive or the Executive’s Affiliates in equity capital or rights in equity capital or other securities of any of the Company Releasees, to the maximum extent permitted by law, except that Executive does not release any claims which may not be released herein as a matter of lawfor vested benefits, including including, but not limited to claims for indemnity under California Labor Code Section 2802to, claims that may be adjudicated before the California Workers’ Compensation Appeals Board, and claims for vested benefitsrestricted stock or stock options. The Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Americans With Disabilities Act; the National Labor Relations Act, as amended; the Equal Pay Act; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship or operating a publicly held business. With the exception of the agreement for the Voluntary Legal Fee Payments in Section 9 herein, except those claims which may not be released herein as a matter of law. Nothing nothing contained in this Section 13 14 or any other provision of this Agreement shall release or waive any right that the Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which the Executive may be eligible as provided in California Labor Code Section 2802the Certificate of Incorporation of the Company, the Company and its Related Entities’ Certificates Bylaws of Incorporationthe Company, Bylaws and any applicable directors and officers, errors & and omissions, umbrella or general liability insurance policies, any applicable indemnification agreements and any other applicable statutory provision relating to indemnification or any indemnification agreements; reimbursement nor prevent the Executive from cooperating in an investigation by the Equal Employment Opportunity Commission (“EEOC”) or from filing an EEOC charge other than for personal relief. Nothing contained in this In accordance with California law, the Executive retains whatever rights she may have under California Labor Code Section 13 or 2802 (“Section 2802”) and the Company retains its rights to deny any other provision claim under Section 2802 based on conduct by the Executive that was outside the course and scope of this Agreement shall release or waive any right or benefit that Executive has under any stock option or restricted stock agreement granted to Executive by any her duties as an employee of the Company and its Related EntitiesCompany.