Common use of Release of Known and Unknown Claims By Executive Clause in Contracts

Release of Known and Unknown Claims By Executive. (a) It is understood and agreed by the parties to this Definitive Agreement that, in consideration of the mutual promises and covenants contained in this Definitive Agreement, and after consultation with counsel, Executive for himself and each of his respective heirs, representatives, agents, successors and assigns, irrevocably and unconditionally releases and forever discharges the Company, and its respective current and former officers, directors, shareholders, employees, representatives, heirs, attorneys and agents, as well as its respective predecessors, parent companies, subsidiaries, affiliates divisions, successors and assigns, and their respective current and former officers, directors, shareholders, employees, representatives, attorneys and agents, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character, which Executive may have against them, or any of them, by reason of or arising out of, touching upon or concerning Executive's employment with the Company and the separation of his employment, or any and all other matters of whatever kind, nature or description, whether known or unknown, suspected or unsuspected. Executive acknowledges that this release of claims specifically includes, but is not limited to, any and all claims for fraud; breach of contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; EXECUTION COPY interference with contractual rights; wrongful or unlawful discharge or demotion; violation of public policy; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys' fees, or other compensation of any sort; defamation; unlawful effort to prevent employment; discrimination on the basis of race, color, sex, national origin, ancestry, religion, age, disability, handicap, medical condition or marital status, whether such claim would arise under, without limitation, the laws of a state; Title VII of the Civil Rights Act of 1964 (Title VII, as amended), 42 U.S.C. ss.2000, ET SEQ.; the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. ss.621, ET SEQ.; the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. ss.626(f); the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"); the Americans with Disabilities Act ("ADA"); the Occupational Safety and Health Act ("OSHA") or any other health and/or safety laws, statutes or regulations; the Employee Retirement Income Security Act of 1974 ("ERISA"); or the Internal Revenue Code of 1986, as amended.

Release of Known and Unknown Claims By Executive. (a) It is understood a. In exchange for the Separation Benefits set forth in Section 3 above, and agreed by the parties to this Definitive Agreement that, in consideration of the mutual further agreements and promises and covenants contained in this Definitive Agreementset forth herein, and after consultation with counselExecutive, Executive for on behalf of himself and each of his respective executors, heirs, representativesadministrators, agentsrepresentatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and assignstheir respective parent corporations, irrevocably and unconditionally releases and forever discharges the Companyaffiliates, related, and/or subsidiary entities, and its respective current all of their past and former officerspresent investors, directors, shareholdersstockholders, officers, general or limited partners, employees, attorneys, agents and representatives, heirsand the employee benefit plans in which Executive is or has been a participant by virtue of his employment with or service to the Company (collectively, attorneys and agents, as well as its respective predecessors, parent companies, subsidiaries, affiliates divisions, successors and assigns, and their respective current and former officers, directors, shareholders, employees, representatives, attorneys and agentsthe “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, claimsequitable relief, actionsdamages, rightscosts, judgmentscharges, complaints, obligations, damagespromises, demandsagreements, accountings or liabilities controversies, suits, expenses, compensation, responsibility and liability of whatever every kind or character, which Executive may have against them, or any of them, by reason of or arising out of, touching upon or concerning Executive's employment with the Company and the separation of his employment, or any character whatsoever (including attorneys’ fees and all other matters of whatever kind, nature or descriptioncosts), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected. unsuspected (collectively, “Claims”), which Executive acknowledges that this release of claims specifically includeshas or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof, but is not limited arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims for fraud; arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; EXECUTION COPY interference with contractual rights; wrongful or unlawful discharge or demotion; violation of public policy; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent , fraud, misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys' feesdefamation, or other compensation liability in tort, and claims of any sort; defamation; unlawful effort to prevent employment; discrimination on the basis of race, color, sex, national origin, ancestry, religion, age, disability, handicap, medical condition kind that may be brought in any court or marital status, whether such claim would arise underadministrative agency including, without limitation, the laws of a state; claims under Title VII of the Civil Rights Act of 1964 (Title VII1964, as amended), 42 U.S.C. ss.2000Section 2000, ET SEQet seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act ("ADEA")Act, as amended, 29 U.S.C. ss.621Section 621, ET SEQet seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Older Workers Benefit Protection Act ("OWBPA")Family and Medical Leave Act, as amended, 29 U.S.C. ss.626(f)§ 2601 et seq.; the Consolidated Omnibus Budget Reconciliation Fair Labor Standards Act of 1985 ("COBRA")1938, as amended, 29 U.S.C. § 201 et seq.; the Americans with Disabilities Act ("ADA"); the Occupational Safety and Health Act ("OSHA") or any other health and/or safety laws, statutes or regulations; the Employee Retirement Income Security Act of 1974 ("ERISA"); or the Internal Revenue Code of 1986Act, as amended., 29 U.S.C. § 1001 et seq. Notwithstanding the generality of the foregoing, Executive does not release any claim which, by law, may not be released, including the following claims (the “Retained Claims”):

Release of Known and Unknown Claims By Executive. (a) It is understood 5. In exchange for the Termination Benefits set forth in Section 3 above, and agreed by the parties to this Definitive Agreement that, in consideration of the mutual further agreements and promises and covenants contained in this Definitive Agreementset forth herein, and after consultation with counselExecutive, Executive for on behalf of himself and each of his respective executors, heirs, representativesadministrators, agentsrepresentatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and assignstheir respective parent corporations, irrevocably and unconditionally releases and forever discharges the Companyaffiliates, related, and/or subsidiary entities, and its respective current and former officersall of their past aid present investors, directors, shareholdersstockholders, officers, general or limited partners, employees, attorneys, agents and representatives, heirsand the employee benefit plans in which Executive is or has been a participant by virtue of his employment with or service to the Company (collectively, attorneys and agents, as well as its respective predecessors, parent companies, subsidiaries, affiliates divisions, successors and assigns, and their respective current and former officers, directors, shareholders, employees, representatives, attorneys and agentsthe “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, claimsequitable relief, actionsdamages, rightscosts, judgmentscharges, complaints, obligations, damagespromises, demandsagreements, accountings or liabilities controversies, suits, expenses, compensation, responsibility and liability of whatever every kind or character, which Executive may have against them, or any of them, by reason of or arising out of, touching upon or concerning Executive's employment with the Company and the separation of his employment, or any character whatsoever (including attorneys’ fees and all other matters of whatever kind, nature or descriptioncosts), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected. unsuspected (collectively, “Claims”), which Executive acknowledges that this release of claims specifically includeshas or may have had against such entities based on any events or circumstances ari si ng or occurri ng on or prior to the date hereof or on or prior to the date hereof, but is not limited arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims for fraud; arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; EXECUTION COPY interference with contractual rights; wrongful or unlawful discharge or demotion; violation of public policy; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent , fraud, misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys' feesdefamation, or other compensation liability in tort, and claims of any sort; defamation; unlawful effort to prevent employment; discrimination on the basis of race, color, sex, national origin, ancestry, religion, age, disability, handicap, medical condition kind that may be brought in any court or marital status, whether such claim would arise underadministrative agency including, without limitation, the laws of a state; dams under Title VII of the Civil Rights Act of 1964 (Title VII1964, as amended), 42 U.S.C. ss.2000Section 2000, ET SEQd seg.; the Americans with Disabilities Act, as amended, 42U.S.C. §12101 et seg.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 d seg.; the Civil Rights Ad of 1866, and the Civil Rights Ad of 1991; 42 U.S.C. Sedion 1981, et seg.; the Age Discrimination in Employment Act ("ADEA")Ad, as amended, 29 U.S.C. ss.621Section 621, ET SEQd seg. (the “ADEA”); the Equal Pay Ad, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contrad Compliance, 41 C.F.R. Section 60, et seg.; the Older Workers Benefit Protection Act ("OWBPA")Family and Medical Leave Ad, as amended, 29 U.S.C. ss.626(f)§2601 et seq.; the Consolidated Omnibus Budget Reconciliation Act Fair Labor Standards Ad of 1985 ("COBRA")1938, as amended, 29U.S.C. §201 d seg.; the Americans with Disabilities Act ("ADA"); the Occupational Safety and Health Act ("OSHA") or any other health and/or safety laws, statutes or regulations; the Employee Retirement Income Security Act of 1974 ("ERISA"); or the Internal Revenue Code of 1986Ad, as amended, 29 U.S.C. § 1001 d seg. Notwithstanding the generality of the foregoing, Executive does not release any claim which, by law, may not be released, including the following claims: (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state Iaw; (i i) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; 4. Claims pursuant to the terms and conditions of the federal law known as COBRA; 5. Claims for indemnity under the bylaws of the Company, as provided for by applicable law or under any applicable insurance policy with respect to Executive’s liability as an employee, director or officer of the Company (and Executive will be provided with indemnification against third party claims related to his work for the Company to the extent permitted by Delaware law); 6. Claims for Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or any other federal, state or local government agency claims of discrimination, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state or local government agency; provided, however, that Executive does release his right to secure any damages for alleged discriminatory treatment; 7. Claims based on any right Executive may have to enforce the Company’s executory obligations under this Agreement; 8. Claims Executive may have to vested or earned compensation and benefits; and 9. Executive’s right to communicate or cooperate with any government agency. 6. EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOESNOT KNOW OR SUSPECT TO EXIST IN HISOR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY, AFFECTED HISOR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. 7. Executive acknowledges that he was provided with this Agreement on April 9, 2020. Executive acknowledges that Executive is has been provided more than twenty-one (21) days’ time in which to consider this Agreement after the Company’s delivery of such Agreement 4

Release of Known and Unknown Claims By Executive. (a) It is understood a. In exchange for the Termination Benefits set forth in Section 3 above, and agreed by the parties to this Definitive Agreement that, in consideration of the mutual further agreements and promises and covenants contained in this Definitive Agreementset forth herein, and after consultation with counselExecutive, Executive for on behalf of himself and each of his respective executors, heirs, representativesadministrators, agentsrepresentatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and assignstheir respective parent corporations, irrevocably and unconditionally releases and forever discharges the Companyaffiliates, related, and/or subsidiary entities, and its respective current all of their past and former officerspresent investors, directors, shareholdersstockholders, officers, general or limited partners, employees, attorneys, agents and representatives, heirsand the employee benefit plans in which Executive is or has been a participant by virtue of his employment with or service to the Company (collectively, attorneys and agents, as well as its respective predecessors, parent companies, subsidiaries, affiliates divisions, successors and assigns, and their respective current and former officers, directors, shareholders, employees, representatives, attorneys and agentsthe “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, claimsequitable relief, actionsdamages, rightscosts, judgmentscharges, complaints, obligations, damagespromises, demandsagreements, accountings or liabilities controversies, suits, expenses, compensation, responsibility and liability of whatever every kind or character, which Executive may have against them, or any of them, by reason of or arising out of, touching upon or concerning Executive's employment with the Company and the separation of his employment, or any character whatsoever (including attorneys’ fees and all other matters of whatever kind, nature or descriptioncosts), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected. unsuspected (collectively, “Claims”), which Executive acknowledges that this release of claims specifically includeshas or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the date hereof, but is not limited arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims for fraud; arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; EXECUTION COPY interference with contractual rights; wrongful or unlawful discharge or demotion; violation of public policy; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent , fraud, misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys' feesdefamation, or other compensation liability in tort, and claims of any sort; defamation; unlawful effort to prevent employment; discrimination on the basis of race, color, sex, national origin, ancestry, religion, age, disability, handicap, medical condition kind that may be brought in any court or marital status, whether such claim would arise underadministrative agency including, without limitation, the laws of a state; claims under Title VII of the Civil Rights Act of 1964 (Title VII1964, as amended), 42 U.S.C. ss.2000Section 2000, ET SEQet seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act ("ADEA")Act, as amended, 29 U.S.C. ss.621Section 621, ET SEQet seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Older Workers Benefit Protection Act ("OWBPA")Family and Medical Leave Act, as amended, 29 U.S.C. ss.626(f)§ 2601 et seq.; the Consolidated Omnibus Budget Reconciliation Fair Labor Standards Act of 1985 ("COBRA")1938, as amended, 29 U.S.C. § 201 et seq.; the Americans with Disabilities Act ("ADA"); the Occupational Safety and Health Act ("OSHA") or any other health and/or safety laws, statutes or regulations; the Employee Retirement Income Security Act of 1974 ("ERISA"); or the Internal Revenue Code of 1986Act, as amended., 29 U.S.C. § 1001 et seq. 3 US-DOCS\115257886.3

Release of Known and Unknown Claims By Executive. (a) It is understood a. In exchange for the Separation Benefits set forth in Section 3 above and agreed by the parties benefits to this Definitive Agreement thatbe provided under the Consulting Agreement, and in consideration of the mutual further agreements and promises set forth herein, Executive, on behalf of herself and covenants contained in this Definitive Agreementher executors, and after consultation with counsel, Executive for himself and each of his respective heirs, representativesadministrators, agentsrepresentatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and assignstheir respective parent corporations, irrevocably and unconditionally releases and forever discharges the Companyaffiliates, related, and/or subsidiary entities, and its respective current all of their past and former officerspresent investors, directors, shareholdersstockholders, officers, general or limited partners, employees, attorneys, agents and representatives, heirsand the employee benefit plans (including plan sponsors, attorneys and agents, as well as its respective predecessors, parent companies, subsidiaries, affiliates divisions, successors and assignsplan fiduciaries, and their respective current and former officersinsurers) in which Executive is or has been a participant by virtue of her employment with or service to the Company (collectively, directors, shareholders, employees, representatives, attorneys and agentsthe “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, claimsequitable relief, actionsdamages, rightscosts, judgmentscharges, complaints, obligations, damagespromises, demandsagreements, accountings or liabilities controversies, suits, expenses, compensation, responsibility and liability of whatever every kind or character, which Executive may have against them, or any of them, by reason of or arising out of, touching upon or concerning Executive's employment with the Company and the separation of his employment, or any character whatsoever (including attorneys’ fees and all other matters of whatever kind, nature or descriptioncosts), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected. , direct or derivative (collectively, “Claims”), which Executive acknowledges that this release of claims specifically includeshas or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof, but is not limited arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, Executive’s ownership of Parent securities or otherwise, including any and all claims for fraud; arising under federal, state, or local laws, including without limitation claims of wrongful discharge, breach of express or implied contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; EXECUTION COPY interference with contractual rights; wrongful or unlawful discharge or demotion; violation of public policy; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent , fraud, misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys' feesdefamation, or other compensation liability in tort, and claims of any sort; defamation; unlawful effort to prevent employment; discrimination on the basis of race, color, sex, national origin, ancestry, religion, age, disability, handicap, medical condition kind that may be brought in any court or marital status, whether such claim would arise underadministrative agency including, without limitation, the laws of a state; claims under Title VII of the Civil Rights Act of 1964 (Title VII1964, as amended), 42 U.S.C. ss.2000Section 2000, ET SEQet seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. § 1981, et seq.; the Age Discrimination in Employment Act ("ADEA")Act, as amended, 29 U.S.C. ss.621Section 621, ET SEQet seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Older Workers Benefit Protection Act ("OWBPA")Family and Medical Leave Act, as amended, 29 U.S.C. ss.626(f)§ 2601 et seq.; the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"); the Americans with Disabilities Act ("ADA"); the Occupational Safety and Health Act ("OSHA") or any other health and/or safety laws, statutes or regulations; the Employee Retirement Income Security Act of 1974 ("ERISA"); or the Internal Revenue Code of 1986, as amended.Fair Labor

Release of Known and Unknown Claims By Executive. (a) It is understood a. In exchange for the consideration and agreed by the parties to this Definitive Agreement thatpromises set forth herein, in consideration Executive, on behalf of the mutual promises and covenants contained in this Definitive Agreement, and after consultation with counsel, Executive for himself and each of his respective executors, heirs, representativesadministrators, agentsrepresentatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and assignstheir respective parent corporations, irrevocably and unconditionally releases and forever discharges the Companyaffiliates, related, and/or subsidiary entities, and its respective current all of their past and former officerspresent investors, directors, shareholdersstockholders, officers, general or limited partners, employees, attorneys, agents and representatives, heirsand the employee benefit plans (including plan sponsors, attorneys and agents, as well as its respective predecessors, parent companies, subsidiaries, affiliates divisions, successors and assignsplan fiduciaries, and their respective current and former officersinsurers) in which Executive is or has been a participant by virtue of his employment with or service to the Company (collectively, directors, shareholders, employees, representatives, attorneys and agentsthe “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, claimsequitable relief, actionsdamages, rightscosts, judgmentscharges, complaints, obligations, damagespromises, demandsagreements, accountings or liabilities controversies, suits, expenses, compensation, responsibility and liability of whatever every kind or character, which Executive may have against them, or any of them, by reason of or arising out of, touching upon or concerning Executive's employment with the Company and the separation of his employment, or any character whatsoever (including attorneys’ fees and all other matters of whatever kind, nature or descriptioncosts), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected. , direct or derivative (collectively, “Claims”), which Executive acknowledges that this release of claims specifically includeshas or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof, but is not limited arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, Executive’s ownership of Parent securities or otherwise, including any and all claims for fraud; arising under federal, state, or local laws, including without limitation claims of wrongful discharge, breach of express or implied contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; EXECUTION COPY interference with contractual rights; wrongful or unlawful discharge or demotion; violation of public policy; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent , fraud, misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys' feesdefamation, or other compensation liability in tort, and claims of any sort; defamation; unlawful effort to prevent employment; discrimination on the basis of race, color, sex, national origin, ancestry, religion, age, disability, handicap, medical condition or marital status, whether such claim would arise under, without limitation, the laws of a state; Title VII of the Civil Rights Act of 1964 (Title VII, as amended), 42 U.S.C. ss.2000, ET SEQ.; the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. ss.621, ET SEQ.; the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. ss.626(f); the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"); the Americans with Disabilities Act ("ADA"); the Occupational Safety and Health Act ("OSHA") or any other health and/or safety laws, statutes or regulations; the Employee Retirement Income Security Act of 1974 ("ERISA"); or the Internal Revenue Code of 1986, as amended.kind

Release of Known and Unknown Claims By Executive. (a) It is understood In exchange for the Termination Benefits set forth in Section 3 of the Transition Agreement, and agreed by the parties to this Definitive Agreement that, in consideration of the mutual further agreements and promises and covenants contained in this Definitive Agreementset forth herein, and after consultation with counselExecutive, Executive for on behalf of himself and each of his respective executors, heirs, representativesadministrators, agentsrepresentatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and assignsits parent corporations, irrevocably and unconditionally releases and forever discharges the Companyaffiliates, related, and/or subsidiary entities, and its respective current all of their past and former officerspresent investors, directors, shareholdersstockholders, officers, general or limited partners, employees, attorneys, agents and representatives, heirsand the employee benefit plans in which Executive is or has been a participant by virtue of his employment with or service to the Company or any affiliate (collectively, attorneys and agents, as well as its respective predecessors, parent companies, subsidiaries, affiliates divisions, successors and assigns, and their respective current and former officers, directors, shareholders, employees, representatives, attorneys and agentsthe “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, claimsequitable relief, actionsdamages, rightscosts, judgmentscharges, complaints, obligations, damagespromises, demandsagreements, accountings or liabilities controversies, suits, expenses, compensation, responsibility and liability of whatever every kind or character, which Executive may have against them, or any of them, by reason of or arising out of, touching upon or concerning Executive's employment with the Company and the separation of his employment, or any character whatsoever (including attorneys’ fees and all other matters of whatever kind, nature or descriptioncosts), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected. unsuspected (collectively, “Claims”), which Executive acknowledges that this release of claims specifically includeshas or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the date hereof, but is not limited arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or any affiliate or the termination thereof, including any and all claims for fraud; arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; EXECUTION COPY interference with contractual rights; wrongful or unlawful discharge or demotion; violation of public policy; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent , fraud, misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys' feesdefamation, or other compensation liability in tort, and claims of any sort; defamation; unlawful effort to prevent employment; discrimination on the basis of race, color, sex, national origin, ancestry, religion, age, disability, handicap, medical condition kind that may be brought in any court or marital status, whether such claim would arise underadministrative agency including, without limitation, the laws of a state; claims under Title VII of the Civil Rights Act of 1964 (Title VII1964, as amended), 42 U.S.C. ss.2000Section 2000, ET SEQet seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act ("ADEA")Act, as amended, 29 U.S.C. ss.621Section 621, ET SEQet seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Older Workers Benefit Protection Act ("OWBPA")Family and Medical Leave Act, as amended, 29 U.S.C. ss.626(f)§ 2601 et seq.; the Consolidated Omnibus Budget Reconciliation Fair Labor Standards Act of 1985 ("COBRA")1938, as amended, 29 U.S.C. § 201 et seq.; the Americans with Disabilities Act ("ADA"); the Occupational Safety and Health Act ("OSHA") or any other health and/or safety laws, statutes or regulations; the Employee Retirement Income Security Act of 1974 ("ERISA"); or the Internal Revenue Code of 1986Act, as amended, 29 U.S.C. § 1001 et seq. Notwithstanding the generality of the foregoing, Executive does not release any claim which, by law, may not be released, including the following claims: (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (iii) Claims pursuant to the terms and conditions of the federal law known as COBRA; (iv) Claims for indemnity under the bylaws of the Company, as provided for by applicable law or under any applicable insurance policy with respect to Executive’s liability as an employee, director or officer of the Company; (v) Claims for Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or any other federal, state or local government agency claims of discrimination, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state or local government agency; provided, however, that Executive does release his right to secure any damages for alleged discriminatory treatment; (vi) Claims based on any right Executive may have to enforce the Company’s obligations under this Release or the Transition Agreement; and (viii) Executive’s right to communicate or cooperate with any government agency.

Release of Known and Unknown Claims By Executive. (a) It is understood In exchange for the Termination Benefits set forth in Section 3 of the Transition Agreement, and agreed by the parties to this Definitive Agreement that, in consideration of the mutual further agreements and promises and covenants contained in this Definitive Agreementset forth herein, and after consultation with counselExecutive, Executive for on behalf of himself and each of his respective executors, heirs, representativesadministrators, agents, successors representatives and assigns, irrevocably and unconditionally releases hereby agrees to release and forever discharges discharge the Company, and all predecessors, successors and its respective current parent corporations, affiliates, related, and/or subsidiary entities, and former officersall of their past and present investors, directors, shareholdersstockholders, officers, general or limited partners, employees, attorneys, agents and representatives, heirsand the employee benefit plans in which Executive is or has been a participant by virtue of his employment with or service to the Company or any affiliate (collectively, attorneys and agents, as well as its respective predecessors, parent companies, subsidiaries, affiliates divisions, successors and assigns, and their respective current and former officers, directors, shareholders, employees, representatives, attorneys and agentsthe “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, claimsequitable relief, actionsdamages, rightscosts, judgmentscharges, complaints, obligations, damagespromises, demandsagreements, accountings or liabilities controversies, suits, expenses, compensation, responsibility and liability of whatever every kind or character, which Executive may have against them, or any of them, by reason of or arising out of, touching upon or concerning Executive's employment with the Company and the separation of his employment, or any character whatsoever (including attorneys’ fees and all other matters of whatever kind, nature or descriptioncosts), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected. unsuspected (collectively, “Claims”), which Executive acknowledges that this release of claims specifically includeshas or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the date hereof, but is not limited arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or any affiliate or the termination thereof, including any and all claims for fraud; arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; EXECUTION COPY interference with contractual rights; wrongful or unlawful discharge or demotion; violation of public policy; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent , fraud, misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, attorneys' feesdefamation, or other compensation liability in tort, and claims of any sort; defamation; unlawful effort to prevent employment; discrimination on the basis of race, color, sex, national origin, ancestry, religion, age, disability, handicap, medical condition kind that may be brought in any court or marital status, whether such claim would arise underadministrative agency including, without limitation, the laws of a state; claims under Title VII of the Civil Rights Act of 1964 (Title VII1964, as amended), 42 U.S.C. ss.2000Section 2000, ET SEQet seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act ("ADEA")Act, as amended, 29 U.S.C. ss.621Section 621, ET SEQet seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Older Workers Benefit Protection Act ("OWBPA")Family and Medical Leave Act, as amended, 29 U.S.C. ss.626(f)§ 2601 et seq.; the Consolidated Omnibus Budget Reconciliation Fair Labor Standards Act of 1985 ("COBRA"); the Americans with Disabilities Act ("ADA"); the Occupational Safety and Health Act ("OSHA") or any other health and/or safety laws1938, statutes or regulationsas amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act of 1974 ("ERISA"); or the Internal Revenue Code of 1986Act, as amended, 29 U.S.C. § 1001 et seq.; and the California Fair Employment and Housing Act, California Government Code Section 12940, et seq. Notwithstanding the generality of the foregoing, Executive does not release any claim which, by law, may not be released, including the following claims: