RELEASES AND COVENANT NOT TO SUE. Xxch of the parties to this Agreement (and for purposes of this Section 11 only, any reference to "party" or "Regax" xxall include Regax' x spouse) hereby releases, acquits and discharges each of the other parties, on behalf of himself or itself, and his or its respective directors, and former partners, principals, officers, if any, and the directors, employees, agents, attorneys, insurance carriers, Affiliates, successors and assigns of each of the other parties, and each of them, (the "Released Parties") from any and all claims, causes of actions, whether direct or indirect, known or unknown, demands, liabilities, actions, rights, damages of any kind or nature, costs, charges, losses or expenses of whatsoever kind, nature, or description, in law or equity, whether known or unknown, fixed or contingent, which he or it had or now has, or which could have been asserted, against any of said persons, growing out of, arising from, or in any way related to the execution, delivery and performance of the Employment Agreement through the date hereof, the Voting Agreement between Regax xxx NUON, or arising out of or under, or by reason of, any matter whatsoever, from the beginning of time to the date of this Agreement other than acts of fraud and dishonesty against the Company. Notwithstanding the foregoing, no release given herein shall prevent any party from bringing an action for breach of this Agreement, any agreement executed contemporaneous with or subsequent to this Agreement, or for breaches of the Employment Agreement which may occur between the date hereof and May 2, 2001; provided, however, that with respect to alleged breaches of the Employment Agreement, Regax xxx the Company acknowledge and agree that for purposes of the Company's performance under the Employment Agreement, Regax' x employment will terminate upon the expiration of the Employment Agreement and the Company will be entitled to pursue its business operations in contemplation of Regax'x xxxarture and may thereby reduce Regax'x xxxponsibilities, authorities and functions without being in breach of the Employment Agreement; provided further, however, that a Change in Control (as that term is defined in the Employment Agreement), if any, between the date hereof and the termination date will not give rise to any further obligations by the Company to Regax xxxsuant to Section 9 of the Employment Agreement unless Regax xxxll first provide the Company with written notice on or before May 2, 2001, in accordance with Section 22 hereof advising the Company of his election to declare a Termination After Change of Control pursuant to Section 9 (c) of his Employment Agreement and disclaiming any and all rights under this Agreement and any other agreement between Regax xxx the Company executed on the same day as this Agreement. Upon notifying the Company of his election, which election shall be irrevocable, Regax xxxll, if and when a Termination After Change of Control has occurred, be entitled to receive the benefits provided for in Section 9 (c) of the Employment Agreement, and shall not be entitled to receive any of the consideration provided for in this Agreement or any other agreement executed on the same day as this Agreement. Notwithstanding Regax'x xxxclaimer, those rights and privileges inuring to the benefit of the Company hereunder shall nevertheless remain in full force and effect and Regax xxxees to continue to perform and abide by those covenants contained in this Agreement, including without exclusion those contained in Sections 11 (Releases and Covenant Not to Sue) xxd 15 (Non-Disparagement) hereof. To the extent that any consideration has been paid to Regax xxxsuant to any of the aforementioned contemporaneously executed agreements prior to his election hereunder, the same amount shall be deducted from any payment to be made pursuant to Section 9 (c) of his Employment Agreement. Without in any manner limiting the scope of the general release contained in the foregoing paragraph, Regax xxxressly releases the Released Parties from all claims, causes of actions, and liabilities arising from or relating to (a) any right which Regax xxx, had or may have had to receive any benefits or privileges by virtue of his office as President of the Company and/or NCE Securities; (b) claims based upon oral contracts; (c) claims arising under any federal or state statutes, including but not limited to, claims asserting discrimination on the basis of age, race, color, sex, religion, national origin, or veteran or handicap status and claims under the Age Discrimination in Employment Act of 1967 ("ADEA"), as amended, ERISA, Title VII of the 1964 Civil Rights Act and the Older Worker Benefit Protection Act; (d) claims based upon personal injury, including without limitation, infliction of emotional distress; (e) wrongful termination or breach of covenant of good faith and fair dealing; and (f) claims asserting defamation, interference with contract or business relationships or promissory estoppel. Regax xxxenants and agrees that he will never assert a claim or institute any cause of action or file a charge based on claims, causes of action and liabilities of every kind and description whatsoever, known or unknown, foreseen and unforeseen, suspected and unsuspected, asserted or unasserted, which Regax xxx or may have against the Company, or any other Released Party by reason of any fact, matter, or thing from the beginning of the world to the date of this Agreement (except for claims arising out of the breach of any of the Company's or other Released Party's obligations under this Agreement or other agreements that may be executed contemporaneously, or the Company's breach of the Employment Agreement following the date of this Agreement) with any court of law or administrative tribunal, and further agrees that should he violate the foregoing covenant not to sue xx asserting a claim, instituting an action or filing a charge against the Company, or any other Released Party, which is prohibited under this Agreement, Regax xxxl pay all of the Company's costs and expenses (including, without limitation, attorneys' fees) of defending against the suit incurred by the Company or any other Released Party. Regax xxxnowledges and agrees that the monetary benefits provided in this Agreement constitute sufficient consideration for the Release and Covenant Not to Sue xxxtained herein in that there are substantial benefits to Regax. Regax xxxnowledges that the Company has notified him that, under federal law (i) Regax xxx twenty-one (21) days from the date of execution by Regax xx this Agreement to consider the release and covenant not to sue solely with respect to claims arising under the ADEA; and (ii) the release of claims and covenant not to sue xxxer the ADEA are not enforceable for a period of seven (7) days following the execution by Regax xx this Agreement and may be revoked by Regax xxxing such time. Revocation of the release of claims under ADEA and covenant not to sue xxxer ADEA may be effected by Regax xxxely by notifying the Company in writing of his election to revoke and delivering such notice to the Company within the aforesaid seven (7) day period. Such revocation shall not affect any of the other terms and provisions of this Agreement. The Company, NUON and NCE Securities similarly covenant and agree that they will never assert or institute any cause of action or file a charge arising from or relating to Regax'x xxxloyment or other association with the Company through the date hereof.
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