Common use of Second Release Clause in Contracts

Second Release. In consideration of the payments specified in Option 1 of Paragraph 1 of my Transition Employment Agreement of , 2008 with the Company (the “Agreement”), upon the Effective Date as defined below, I, on behalf of myself and my heirs, executors, administrators, assigns, successors and legal representatives, release and forever discharge the Company, its affiliates, parent or subsidiary entities or corporations, and its and their officers, directors, shareholders, employees, agents, representatives, insurers, successors and assigns (“Company Affiliates”), from any and all claims, liabilities, demands, sums of money, agreements, promises, damages, sums of money, costs or expenses, attorneys fees, causes of action and liabilities of any kind or character whatsoever, including all known and unknown claims, arising after the date of the Agreement and before the Effective Date (as hereafter defined), which I now have or may hereafter have against the Company or any Company Affiliate (other than the obligations described in the Agreement). My release includes any claims or causes of action I might have under any local, federal or state law, including the Illinois Human Rights Act; the Federal Age Discrimination in Employment Act of 1967, as amended; the Civil Rights Act of 1964, as amended; the Americans [Employee] Date Page 7 with Disabilities Act; the Equal Pay Act; the Employee Retirement Income Security Act of 1974, as amended; the Family and Medical Leave Act of 1993; the Civil Rights Act of April 9, 1866; the Federal Occupation Safety and Health Act; and the Chicago Human Rights Ordinance. I understand that I may revoke this Second Release by sending written notice to the Company, Attention: General Counsel, within seven days of the date I sign the Agreement. This Second Release will not become effective until this seven day period has expired (the “Effective Date”). Approved and Accepted this day of , 2008. _______________________________ Employee [date], 2008 [Employee Name] Re: Transition Employment Agreement Dear : This letter (our “Agreement”) will confirm our understanding with respect to your termination as an employee of Deerfield Capital Management LLC (the “Company”) as a result of a reduction in force. You acknowledge that this Agreement is intended only to resolve matters relating to your employment with the Company and is not an admission of fault or liability on the part of you or the Company. Subject to your continuing to comply with the terms of this Agreement, you and the Company agree as follows:

Second Release. In consideration exchange for additional severance benefits to which I would not otherwise be entitled, set forth in Section 2.B of the payments specified in Option 1 attached transition services and separation agreement dated as of Paragraph 1 of my Transition Employment Agreement of June 14, 2008 with the Company 2011 (the “Agreement”), upon the Effective Date as defined belowterms of which are incorporated by reference in this second release (this “Second Release”), II (and anyone acting on my behalf) agree to release every past and present right or claim of any kind, on behalf whether legal, equitable or otherwise, against ▇▇▇▇▇▇ Group Inc. (the “Company”), including, without limitation, any and all related entities, corporations, partnerships, subsidiaries, joint ventures and divisions of myself the Company. I give up such rights and my heirs, executors, administrators, assigns, successors and legal representatives, release and forever discharge claims against the Company, its affiliatesemployee benefit plans and anyone else related to the Company (such as, parent or subsidiary entities or corporationswithout limitation, the Company’s present and its and their former employees, officers, directors, shareholdersstockholders, employeesrepresentatives, agents and insurers). I agree that I executed this Second Release on my own behalf and also on behalf of any heirs, agents, representatives, insurers, successors and assigns (“Company Affiliates”), from any and all claims, liabilities, demands, sums of money, agreements, promises, damages, sums of money, costs or expenses, attorneys fees, causes of action and liabilities of any kind or character whatsoever, including all known and unknown claims, arising after the date of the Agreement and before the Effective Date (as hereafter defined), which that I have now have or may hereafter have against the Company or any Company Affiliate (other than the obligations described in the Agreement)future. My release includes any These rights and claims or causes of action include, but are not limited to, those that I might may have under any local, federal or state law, including the Illinois Human Rights Act; the Federal Age Discrimination in Employment Act Act, which prohibits age discrimination in employment; Title VII of 1967, as amended; the Civil Rights Act of 19641964 and Executive Order 11246, as amendedwhich prohibit discrimination in employment based on race, color, national origin, religion or sex; the Americans [Employee] Date Page 7 with With Disabilities ActAct of 1990, which prohibits discrimination in employment based on a handicap or disability; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; any claims under the Worker Adjustment and Retraining Notification Act of 1988 or any similar law, which requires, among other things, that advance notice be given of certain work force reductions; and all claims under the Employee Retirement Income Security Act of 1974, such as amendedclaims relating to pension, profit sharing, or health plan benefits, except as noted in the following paragraph; the Family and Medical Leave Act of 1993; the Civil Rights all claims under any state Fair Employment Practices Act of April 9as well as any other federal, 1866state or local laws or regulations; the Federal Occupation Safety and Health Actall claims for alleged physical or personal injury or emotional distress; and any other claims which could arise from employment or separation from employment, whether in express or implied contract (whether written or oral), or claims for breach of any covenant of good faith and fair dealing (express or implied), or in tort (including without limitation, defamation, assault, battery, false imprisonment, interference with contractual or advantageous business relationship, and invasion of privacy) or for wrongful or retaliatory discharge, whether based on common law or otherwise. The foregoing list is meant to be illustrative rather than inclusive. Nothing in this Second Release shall prohibit me from filing a claim with, cooperating with, or participating in any investigation or proceeding conducted by, the Chicago Human Rights Ordinancefederal Equal Employment Opportunity Commission or a state Fair Employment Practices Agency (although I acknowledge and agree that I shall not be able to recover any monetary benefits in connection with such claim or proceeding). I keep any right, however, that I may have to (1) receive severance benefits under the Executive Separation Pay Plan; (2) elect health care coverage under the federal continuation of health coverage law known as “COBRA,” or under any applicable state law concerning continuation of health coverage, unless I am ineligible for such coverage under such law; (3) exercise exercisable stock options in accordance with the applicable stock option agreements; (4) receive payouts in accordance with the applicable Performance Share Unit agreement, and (5) indemnification or advancement of expenses under applicable law, the Certificate of Incorporation or by-laws of the Company, any agreement between me and the Company, or the Company’s officers’ and directors’ liability insurance policies. This Second Release covers both claims that I know about and those I may not know about. I expressly give up and waive all rights afforded by any statute which limits the effect of a release with respect to claims that are presently unknown. I understand the significance of my release of unknown claims and my waiver of statutory protection against a release of unknown claims. This Second Release does not give up or waive any rights or claims, which arise after the date that this Second Release is signed by me. I have been given a period of at least twenty-one (21) calendar days from the date of my receipt of this Second Release to review and consider this Second Release before signing it. I may take as much of this period of time to consider this Second Release as I wish prior to signing it. I understand that if I sign this Second Release, it is in exchange for receiving the additional payments and the other benefits described in the Agreement. I acknowledge that I have received twenty-one (21) calendar days to review this Second Release from when it was first given to me. I acknowledge and agree that any changes made to this Second Release before I sign it will not entitle me to an additional twenty-one (21) calendar days to review the new version of this Second Release. I also understand that under no circumstances will Enhanced Severance be paid unless I sign this Second Release and deliver it to the Company within twenty-one (21) calendar days after the Termination Date and do not revoke the Second Release. I am hereby advised by the Company to consult with an attorney before signing this Second Release. I understand that whether or not to do so is my decision. I have not relied on any representations, promises, or agreements of any kind made to me in connection with my decision to sign this Second Release except for those set forth in the documents attached to or referred to by this Second Release. I may revoke or cancel this Second Release within seven (7) calendar days after I sign it. The last day on which this Second Release can be revoked is called the “Last Revocation Day.” Revocation can only be made by sending delivering a written notice of revocation to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President, Human Resources at the Company’s Corporate Office, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. For this revocation to be effective, a written notice of revocation must be sent on or before the Last Revocation Day for delivery to the Companyforegoing address on the next business day. I acknowledge that this Second Release can be revoked only in its entirety and that once revoked, Attention: General Counsel, within seven days I will only receive the minimum severance payment and benefits described in Section 2.A of the date Agreement and the other benefits that similarly situated employees who do not sign a Second Release receive. If I sign do not revoke this Second Release, it shall go into effect on the Agreementday after the Last Revocation Day and I will receive the additional severance payments described in Section 2.B. of the Agreement and the other benefits described therein. A finding that any term or provision of this Second Release is invalid, unlawful or unenforceable will not affect the remaining terms and provisions of this Second Release. This Second Release will not become effective until Release, and the documents referenced in or attached to this seven day period has expired (Second Release, set forth the “Effective Date”). Approved entire agreement between me and Accepted this day of , 2008. _______________________________ Employee [date], 2008 [Employee Name] Re: Transition Employment Agreement Dear : This letter (our “Agreement”) will confirm our understanding with respect to your termination as an employee of Deerfield Capital Management LLC (the “Company”) as a result of a reduction in force. You acknowledge that this Agreement is intended only to resolve matters relating to your employment with the Company and is not an admission supersede and render null and void any and all prior or contemporaneous oral or written understandings, statements, representations or promises pertaining to the matters set forth herein except for those set forth in the documents attached to or referred to by this Second Release and except for any and all previously agreed to noncompetition or confidentiality obligations to the Company to which I specifically agree to remain bound after signing this Second Release, including without limitation my obligations under the ▇▇▇▇▇▇ Group Inc. Code of fault or liability on the Business Ethics and Conduct. If I violate any part of you or the Agreement, I will be responsible for all costs incurred by the Company that flow from that violation, including the Company’s legal fees and other costs associated with any legal action that arises from that violation. Subject to your continuing to comply with If I violate any part of the terms of this Agreement, you I will also be required to return all payments and reimburse the Company for all benefits provided to me in exchange for signing this Second Release, except for the sum of $500, which I agree as followsconstitutes ongoing valid consideration for this waiver and release. Agreed and accepted:

Second Release. In consideration of for the payments specified Severance Benefits described in Option 1 of Paragraph 1 of my Transition Employment Agreement of , 2008 with the Company (the “Agreement”), upon the Effective Date as defined belowattached agreement, I, on behalf of myself Executive hereby fully, forever, irrevocably and my heirsunconditionally release, executorsremise and discharge Playa Management USA, administratorsLLC, assignsPlaya Hotel & Resorts, successors N.V., Playa Resorts Management, LLC,, and legal representatives, release and forever discharge the Company, its their related affiliates, parent or subsidiary entities or corporationssubsidiaries, parents, predecessors, and its successors, and all of their respective past and present officers, directors, shareholdersstockholders, employeespartners, members, executives, agents, representatives, insurersplan administrators, successors attorneys, insurers and assigns fiduciaries (each in their individual and corporate capacities) (collectively, the “Company AffiliatesReleased Parties”), ) from any and all claims, liabilitiescharges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, sums executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of money, costs every kind and nature that Executive ever had or expenses, attorneys fees, causes of action and liabilities of now has against any kind or character whatsoever, including all known and unknown claims, arising after the date of the Agreement Released Parties, including, but not limited to, any and before all claims arising out of or relating to Executive’s employment with and/or separation from the Effective Date (as hereafter defined)Company, which I now have or may hereafter have against the Company or any Company Affiliate (other than the obligations described in the Agreement). My release includes any including, but not limited to, all claims or causes under Title VII of action I might have under any local, federal or state law, including the Illinois Human Rights Act; the Federal Age Discrimination in Employment Act of 1967, as amended; the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act, the Genetic Information Nondiscrimination Act of 2008, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, the Rehabilitation Act of 1973, Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, Sections 1981 and 1983 of the Civil Rights Act of 1866, Sections 1981 through 1988 of Title 42 of the United States Code, as amended; , the Americans [Employee] Date Page 7 with Disabilities Immigration Reform and Control Act; , the Equal Pay Act; , any local, state, federal or foreign whistleblower statute, regulation, ordinance or law, including the Employee Florida Whistleblower Act of 1986 and 1991, the Fair Labor Standards Act, the Consolidated Omnibus Reconciliation Act, the Occupational Safety and Health Act, the Fair Credit Reporting Act, the Older Workers’ Benefits Protection Act, and the Executive Retirement Income Security Act of 1974, as amended; the Family and Medical Leave Act of 1993; the Florida Civil Rights Act of April 9Act, 1866; the Federal Occupation Virginia Human Rights Act, the Virginians with Disabilities Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law, all as amended; any foreign, federal, state and/or local law, statute, regulation or ordinance prohibiting discrimination, retaliation and/or harassment or governing wage or commission payment claims; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and the Chicago Human Rights Ordinance. I understand that I may revoke this Second Release by sending written notice breach of contract; all claims to any non-vested ownership interest in the Company, Attention: General Counselcontractual or otherwise, within seven days and any claim or damage arising out of Executive’s employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above. Executive understands that, by releasing all of Executive’s legally waivable claims, known or unknown, against the Released Parties, Executive is releasing all of Executive’s rights to bring any claims against any of them based on any actions, decisions or events occurring through the date I sign the Agreement. This Second Release will not become effective until this seven day period has expired (the “Effective Date”). Approved and Accepted this day of , 2008. _______________________________ Employee [date], 2008 [Employee Name] Re: Transition Employment Agreement Dear : This letter (our “Agreement”) will confirm our understanding with respect to your termination as an employee of Deerfield Capital Management LLC (the “Company”) as a result of a reduction in force. You acknowledge that Executive signs this Agreement is intended only to resolve matters relating to your employment with the Company and is not an admission of fault or liability on the part of you or the Company. Subject to your continuing to comply with including the terms and conditions of this Agreement, you Executive’s employment and the Company agree as follows:termination of Executive’s employment.