1010-00004 · Arbor Health Technologies Inc · Transaction Documents/Employment Agreement

schedule-b-form-of-release.docx DOCUMENT Funds

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SCHEDULE B TO EXECUTIVE EMPLOYMENT AGREEMENT

FORM OF GENERAL RELEASE OF CLAIMS

Schedule B referenced in the Executive Employment Agreement between Arbor Health Technologies Inc. and the Executive

Last revised September 16, 2022

NOTE: This is a template form of General Release of Claims to be completed and executed at the time of a qualifying termination of employment. Execution, delivery, and non-revocation of this Release is a condition precedent to the Executive's receipt of severance payments and benefits under the Employment Agreement. Bracketed fields are to be completed at the time of execution. This form should be reviewed and updated by counsel prior to use to ensure compliance with then-current applicable law.

GENERAL RELEASE OF CLAIMS

This General Release of Claims (this "Release") is entered into by and between:

[Insert Executive Name] (the "Executive"),

and

[Insert Company Name], a [Insert state of incorporation] corporation (the "Company").

The Executive and the Company are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Executive and the Company are parties to that certain Executive Employment Agreement, dated as of [Insert Date] (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Employment Agreement"), which sets forth the terms and conditions of the Executive's employment with the Company;

WHEREAS, the Executive's employment with the Company has terminated or will terminate effective [Insert Termination Date] (the "Separation Date"), and the Parties desire to memorialize the terms of such separation;

WHEREAS, pursuant to [Insert applicable Section(s) of the Employment Agreement] of the Employment Agreement (governing, as applicable, termination of the Executive's employment by the Company without Cause, resignation by the Executive for Good Reason, or termination following a Change in Control), the Executive is entitled to receive certain severance payments and benefits, subject to, among other conditions, the Executive's timely execution, delivery, and non-revocation of this Release in accordance with its terms; and

WHEREAS, capitalized terms used but not otherwise defined in this Release shall have the meanings ascribed to such terms in the Employment Agreement.

NOW, THEREFORE, in consideration of the severance payments and benefits described in the Employment Agreement, the receipt and sufficiency of which consideration the Executive hereby acknowledges, and intending to be legally bound, the Executive agrees as follows:

ARTICLE 1 — GENERAL RELEASE OF CLAIMS

Section 1.1 — Release by Executive.

The Executive, on behalf of the Executive and the Executive's heirs, executors, administrators, personal representatives, successors, and assigns (collectively, the "Executive Releasing Parties"), hereby voluntarily, knowingly, and willingly releases, waives, and forever discharges the Company and each of its Related Parties (as defined below) (collectively, the "Released Parties") from any and all claims, demands, actions, causes of action, suits, charges, complaints, grievances, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, losses, costs, expenses (including attorneys' fees), and liabilities of every kind and nature whatsoever, in law, equity, or otherwise, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, fixed or contingent, that the Executive Releasing Parties, or any of them, now has, has ever had, or may hereafter have against any of the Released Parties, arising out of, relating to, or in any way connected with the Executive's employment with the Company, the terms and conditions of such employment, the termination of such employment, or any other matter, event, or occurrence arising from the beginning of time through and including the date of the Executive's execution of this Release.

For purposes of this Release, "Related Parties" shall mean the Company and each of its past, present, and future parents, subsidiaries, divisions, affiliates, related entities, joint ventures, successors, predecessors, and assigns, and each of their respective past, present, and future officers, directors, trustees, employees, shareholders, members, partners (general and limited), principals, agents, representatives, contractors, consultants, insurers and re-insurers, employee benefit plans, employee benefit plan administrators, fiduciaries, and trustees, and legal counsel, in each case in their individual and representative capacities.

This Release encompasses, without limitation, any and all claims arising under the statutes, laws, and common law theories specifically enumerated in Section 1.2 below, as well as any other federal, state, local, or municipal statute, ordinance, regulation, common law doctrine, or legal or equitable theory, regardless of whether such claims are based on actions or omissions occurring before or after the commencement of the Executive's employment with the Company, up to and including the date of execution of this Release. The Executive understands and agrees that this Release is intended to be as broad and comprehensive as permitted by applicable law.

Section 1.2 — Specific Laws Included in Release.

Without limiting the generality of Section 1.1, the claims released by the Executive pursuant to this Release include, but are not limited to, claims arising under or in connection with the following:

(a) Federal Statutes:

(i) Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e et seq.;

(ii) the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq.;

(iii) the Age Discrimination in Employment Act of 1967, as amended ("ADEA"), 29 U.S.C. §§ 621 et seq. (subject to the special provisions set forth in Article 2 of this Release);

(iv) the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. § 626(f);

(v) the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq.;

(vi) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), 29 U.S.C. §§ 1001 et seq. (excluding any claims for vested benefits as expressly provided in Section 1.3);

(vii) the Equal Pay Act of 1963, as amended, 29 U.S.C. § 206(d);

(viii) the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. §§ 2000ff et seq.;

(ix) the Sarbanes-Oxley Act of 2002, as amended, 18 U.S.C. §§ 1514A et seq., to the extent such claims may be lawfully waived;

(x) the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq.;

(xi) the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, 38 U.S.C. §§ 4301 et seq.;

(xii) Section 1981 of the Civil Rights Act of 1866, 42 U.S.C. § 1981; and

(xiii) any other applicable federal anti-discrimination, employment, whistleblower, or labor law, statute, or regulation.

(b) State and Local Statutes (including, without limitation, the following Massachusetts statutes):

(i) the Massachusetts Fair Employment Practices Act, M.G.L. c. 151B, §§ 1 et seq.;

(ii) the Massachusetts Wage Act, M.G.L. c. 149, §§ 148–150, to the extent such claims may be lawfully waived or released under applicable law;

(iii) the Massachusetts Equal Pay Act, M.G.L. c. 149, § 105A;

(iv) the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I;

(v) the Massachusetts Privacy Statute, M.G.L. c. 214, § 1B;

(vi) the Massachusetts Paid Family and Medical Leave Act, M.G.L. c. 175M;

(vii) the Massachusetts Parental Leave Act, M.G.L. c. 149, § 105D; and

(viii) any other applicable Massachusetts state or local employment, anti-discrimination, labor, wage-and-hour, or civil rights statute, ordinance, or regulation.

(i) wrongful termination, wrongful discharge, or constructive discharge;

(ii) breach of contract (other than claims to enforce the surviving provisions of the Employment Agreement, as expressly set forth in Section 1.3 below);

(iii) breach of the implied covenant of good faith and fair dealing;

(iv) negligence, gross negligence, or recklessness;

(v) defamation, libel, or slander;

(vi) invasion of privacy;

(vii) intentional infliction of emotional distress;

(viii) negligent infliction of emotional distress;

(ix) fraud, fraudulent inducement, or misrepresentation;

(x) promissory estoppel or detrimental reliance;

(xi) tortious interference with contract or business relationships;

(xii) loss of consortium; and

(xiii) any other claim or cause of action arising under any tort, contract, quasi-contract, restitution, or equitable theory.

(d) Fees and Costs. The Executive further releases any and all claims for attorneys' fees, costs, disbursements, and expenses related to any of the foregoing claims, demands, actions, or causes of action.

Section 1.3 — Exclusions from Release.

Notwithstanding the breadth of the foregoing release, the following claims and rights are expressly excluded from this Release and are not waived or released hereunder:

(a) Governmental Agency Filings. Claims that cannot be waived or released as a matter of applicable law, including, without limitation, the Executive's right to file a charge, complaint, or report with, or otherwise communicate with, cooperate with, or participate in any investigation or proceeding that may be conducted by, the U.S. Securities and Exchange Commission ("SEC"), the U.S. Equal Employment Opportunity Commission ("EEOC"), the Massachusetts Commission Against Discrimination ("MCAD"), the National Labor Relations Board ("NLRB"), the Occupational Safety and Health Administration ("OSHA"), the U.S. Department of Justice, or any other federal, state, or local governmental agency, commission, or body (collectively, "Government Agencies"); provided, however, that the Executive hereby waives and releases the right to recover any individual monetary relief or damages (including, without limitation, back pay, front pay, compensatory damages, liquidated damages, and punitive damages) in connection with any such charge, complaint, report, or proceeding, to the maximum extent permitted by applicable law, and provided, further, that nothing in this proviso limits the Executive's right to receive a monetary award from the SEC pursuant to Section 21F of the Securities Exchange Act of 1934, as amended;

(b) Vested Benefits. Claims for vested benefits under any Company-sponsored employee benefit plan, pension plan, retirement plan, or 401(k) plan governed by ERISA, in each case in accordance with the terms of such plan and applicable law;

(c) Indemnification and D&O Coverage. Claims for indemnification, contribution, advancement of expenses, and/or coverage under directors' and officers' liability insurance policies to which the Executive may be entitled under the Company's certificate of incorporation, bylaws, limited liability company agreement, any separate indemnification agreement between the Executive and the Company, or applicable law, in each case subject to the terms and conditions thereof;

(d) Enforcement of this Release. Claims arising under or to enforce the terms and conditions of this Release itself;

(e) Workers' Compensation. Claims for workers' compensation benefits under applicable state workers' compensation laws;

(f) Severance Payments and Benefits. The Executive's rights to the severance payments and benefits expressly provided under the Employment Agreement, which are conditioned upon this Release becoming effective and enforceable in accordance with its terms; and

(g) Surviving Provisions. Any rights that survive the termination of the Executive's employment or the termination of the Employment Agreement by their express terms, including, without limitation, rights under any equity award agreements, stock option agreements, restricted stock unit agreements, or similar instruments, in each case subject to and in accordance with the terms and conditions thereof.

Section 1.4 — No Pending Claims.

The Executive hereby represents and warrants that, as of the date of execution of this Release: (a) the Executive has not filed or caused to be filed any complaint, charge, claim, grievance, or action against any Released Party in or with any court, tribunal, arbitral body, administrative agency, or other forum; (b) the Executive has not assigned, transferred, or conveyed to any third party any claim, demand, or cause of action released hereunder; and (c) the Executive is not aware of any basis for any complaint, charge, claim, or action against any Released Party other than as previously disclosed in writing to the Company's General Counsel. The Executive further represents that the Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and benefits to which the Executive is entitled, other than the severance payments and benefits that are conditioned upon this Release.

ARTICLE 2 — ADEA / OWBPA SPECIFIC PROVISIONS

Section 2.1 — Acknowledgment of ADEA Waiver.

The Executive acknowledges and agrees that this Release includes a knowing and voluntary waiver and release of all rights and claims the Executive has or may have under the Age Discrimination in Employment Act of 1967, as amended (the "ADEA"), including, without limitation, all claims of age discrimination and retaliation. The Executive further acknowledges and agrees that the waiver and release of ADEA claims contained in this Release is being given by the Executive in exchange for consideration — specifically, the severance payments and benefits described in the Employment Agreement — that is in addition to anything of value to which the Executive is already entitled, and that such consideration constitutes adequate and sufficient consideration for such waiver and release.

Section 2.2 — Twenty-One (21) Day Consideration Period.

The Executive has been given a period of twenty-one (21) calendar days from the date of receipt of this Release (the "Consideration Period") within which to consider whether to execute this Release. The Consideration Period shall begin on the date this Release is first delivered or made available to the Executive and shall expire at 11:59 p.m. Eastern Time on the twenty-first (21st) calendar day thereafter. The Executive may execute this Release at any time during the Consideration Period, and need not wait until the Consideration Period has expired before signing. If the Executive signs this Release prior to the expiration of the Consideration Period, the Executive acknowledges and agrees that the Executive has done so voluntarily and of the Executive's own free will, that the Executive had the full opportunity to use the entire Consideration Period to deliberate, that the Executive was not pressured or coerced into signing before the expiration of the Consideration Period, and that the Executive's decision to sign early was not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer. Any changes to this Release, whether material or immaterial, shall not restart or extend the Consideration Period.

NOTE: If this Release is being offered in connection with an exit incentive program or other employment termination program offered to a group or class of employees (within the meaning of 29 U.S.C. § 626(f)(1)(H)), then (i) the Consideration Period referenced in this Section 2.2 shall instead be forty-five (45) calendar days, and (ii) the Company shall provide the Executive, at the time this Release is delivered, with the information required by 29 U.S.C. § 626(f)(1)(H), including a written description of the class, unit, or group of individuals covered by the program, the eligibility factors for the program, the time limits applicable to the program, and the job titles and ages of all individuals eligible or selected for the program and the ages of all individuals in the same job classification or organizational unit who are not eligible or selected for the program. Such information shall be attached hereto as Exhibit 1.

Section 2.3 — Seven (7) Day Revocation Period.

The Executive may revoke this Release at any time within seven (7) calendar days following the date of the Executive's execution hereof (the "Revocation Period"). Any revocation must be in writing and must be delivered to the Company at the following address (or such other address as the Company may designate in writing):

[Insert Company Name] [Insert Company Address]

Attention: General Counsel

Email: [Insert Email Address]

To be effective, written notice of revocation must be actually received by the Company at the above address no later than 11:59 p.m. Eastern Time on the seventh (7th) calendar day following the date of the Executive's execution of this Release. This Release shall not become effective or enforceable until the eighth (8th) calendar day following the Executive's execution hereof (the "Effective Date"), provided that the Executive has not timely revoked this Release during the Revocation Period. If the Executive timely revokes this Release during the Revocation Period, this Release shall be null and void and of no force or effect, and the Executive shall not be entitled to receive, and the Company shall have no obligation to provide, any severance payments or benefits under the Employment Agreement that are conditioned upon the effectiveness of this Release.

Section 2.4 — Advice to Consult Attorney.

THE EXECUTIVE IS HEREBY ADVISED, IN WRITING, TO CONSULT WITH AN ATTORNEY OF THE EXECUTIVE'S OWN CHOOSING PRIOR TO EXECUTING THIS RELEASE. The Executive acknowledges that the Executive has been so advised, has had the opportunity to consult with an attorney, and has either consulted with an attorney or voluntarily elected not to do so. This written advisement is provided in accordance with the requirements of the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f)(1)(E).

ARTICLE 3 — SEVERANCE PAYMENTS CONDITIONED ON RELEASE

Section 3.1 — Condition Precedent.

The Company's obligation to provide the severance payments and benefits described in [Insert applicable Section(s) of the Employment Agreement] of the Employment Agreement (including, as applicable, any enhanced severance in connection with a termination without Cause, a resignation for Good Reason, or a qualifying termination following a Change in Control) is expressly conditioned upon each of the following:

(a) the Executive's timely execution and delivery of this Release to the Company within the Consideration Period;

(b) the Executive's non-revocation of this Release during the Revocation Period such that this Release becomes effective on the Effective Date;

(c) the Executive's continued compliance with all obligations and covenants under the Employment Agreement that survive the termination of the Executive's employment, including, without limitation, the restrictive covenants, confidentiality obligations, non-competition obligations, and non-solicitation obligations set forth in the Employee Non-Competition, Non-Solicitation, Confidentiality, and Assignment of Inventions Agreement entered into by the Executive in connection with the Employment Agreement (the "Restrictive Covenants Agreement"); and

(d) the Executive's compliance with the covenants set forth in Article 4 of this Release.

If any of the foregoing conditions is not satisfied, the Company shall have no obligation to make or continue any severance payments or provide any severance benefits, and the Company shall be entitled to recover any severance payments or benefits previously made or provided to the Executive, to the extent permitted by applicable law.

Section 3.2 — Timing of Severance Payments.

All severance payments shall commence or be made in accordance with the payment schedule set forth in the Employment Agreement, subject to the Effective Date of this Release. Notwithstanding the foregoing:

(a) To the extent that any severance payment constitutes "nonqualified deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Consideration Period or the Revocation Period spans two (2) calendar years, such payment shall not be made or commence until the first payroll date occurring in the later calendar year, regardless of when the Executive executes this Release, in accordance with the Section 409A compliance provisions set forth in the Employment Agreement.

(b) To the extent that the Executive is determined by the Company to be a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of the Executive's separation from service (as defined in Section 409A), any payment of nonqualified deferred compensation that is payable on account of such separation from service shall be delayed until the first business day following the six (6) month anniversary of the Executive's separation from service (or, if earlier, the date of the Executive's death), in accordance with the Employment Agreement. Any payments delayed pursuant to this provision shall be accumulated and paid in a lump sum on the first permissible payment date, together with interest, if any, as specified in the Employment Agreement.

(c) All other terms and conditions governing the timing, form, and amount of severance payments shall be as set forth in the Employment Agreement, and the Executive is directed to review the applicable provisions thereof.

ARTICLE 4 — COVENANTS AND AGREEMENTS

Section 4.1 — Return of Company Property.

The Executive agrees that, on or before the Separation Date (or as soon as practicable thereafter if physical return on the Separation Date is not feasible), the Executive shall return to the Company all property of the Company and its affiliates in the Executive's possession, custody, or control, including, without limitation:

(a) all laptop computers, desktop computers, tablets, mobile devices, smartphones, and other electronic equipment;

(b) all access cards, building passes, security badges, keys, parking permits, and corporate credit cards;

(c) all files, documents, records, correspondence, memoranda, notes, reports, presentations, plans, proposals, manuals, and other materials (in any format, whether physical, electronic, or otherwise), including all copies, summaries, and excerpts thereof;

(d) all proprietary information, confidential information, trade secrets, customer lists, vendor lists, financial data, business plans, strategic plans, marketing materials, and other information belonging to the Company or any of its affiliates; and

(e) all other tangible and intangible property of the Company or any of its affiliates.

The Executive further agrees to permanently delete or destroy all electronic copies of Company proprietary or confidential information stored on any personal devices, cloud storage accounts, email accounts, or other media or platforms not owned or controlled by the Company, and to provide written certification of such deletion or destruction upon the Company's request. The obligations set forth in this Section 4.1 are in addition to, and not in limitation of, any obligations of the Executive under the Employment Agreement, the Restrictive Covenants Agreement, or applicable law.

Section 4.2 — Cooperation.

The Executive agrees to cooperate fully and in good faith with the Company and its legal counsel in connection with any pending or future internal investigation, audit, regulatory inquiry, administrative proceeding, litigation, arbitration, or other legal, regulatory, or governmental matter arising out of or relating to facts, events, transactions, or matters within the Executive's knowledge or area of responsibility during the Executive's employment with the Company (each, a "Cooperation Matter"). Such cooperation shall include, without limitation:

(a) making the Executive available for interviews, meetings, depositions, hearings, and trial testimony at mutually convenient times;

(b) providing truthful and accurate information, documents, and testimony;

(d) executing documents and taking other actions reasonably requested by the Company.

The Company shall reimburse the Executive for all reasonable, documented out-of-pocket expenses (including reasonable travel expenses) incurred by the Executive in connection with the Executive's cooperation obligations under this Section 4.2, subject to the Company's reasonable expense reimbursement policies. The Company shall use commercially reasonable efforts to schedule cooperation activities in a manner that minimizes disruption to and interference with the Executive's personal and professional commitments. Nothing in this Section 4.2 shall require the Executive to waive any applicable attorney-client privilege or work product protection.

Section 4.3 — Non-Disparagement.

(a) Executive's Obligations. The Executive agrees that, following the Separation Date, the Executive shall not, directly or indirectly, make, publish, or communicate to any person or entity, or direct any person or entity to make, publish, or communicate, any statement, comment, or remark, whether oral, written, or electronic, that disparages, defames, or reflects negatively upon the Company, any of its affiliates, or any of their respective officers, directors, employees, shareholders, products, services, business practices, or reputation.

(b) Company's Obligations. The Company agrees to instruct its then-current senior executives (at the level of Senior Vice President and above) and members of its Board of Directors not to make, publish, or communicate any statement, comment, or remark that disparages, defames, or reflects negatively upon the Executive or the Executive's professional reputation.

(i) making truthful statements in response to a subpoena, court order, or other compulsory legal process;

(ii) making truthful statements in the course of any legal, arbitral, administrative, or regulatory proceeding;

(iii) making truthful statements in response to any inquiry from any Government Agency;

(iv) making truthful statements as required by applicable law, regulation, or the rules of any securities exchange; or

(v) communicating internally within the Company regarding the Executive's separation, as reasonably necessary for business purposes.

Section 4.4 — Confidentiality of Separation Terms.

The Executive agrees that the terms and conditions of this Release (including, without limitation, the nature and amount of the severance payments and benefits) shall be treated as confidential and shall not be disclosed by the Executive to any person or entity, except:

(a) to the Executive's immediate family members residing in the same household;

(b) to the Executive's legal counsel, financial advisors, and tax advisors;

(d) as may be necessary to enforce the Executive's rights under this Release or the Employment Agreement.

The Executive shall inform each person to whom disclosure is made pursuant to clauses (a) and (b) above of this confidentiality obligation and shall be responsible for any breach of this obligation by any such person. The Executive acknowledges that any breach of this Section 4.4 may cause irreparable harm to the Company for which monetary damages may not be an adequate remedy, and that the Company shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

ARTICLE 5 — ACKNOWLEDGMENTS

Section 5.1 — Voluntary Execution.

The Executive acknowledges and agrees that:

(a) the Executive has carefully read this Release in its entirety and fully understands all of its terms, conditions, and consequences;

(b) the Executive has been advised in writing to consult with an attorney of the Executive's own choosing prior to executing this Release, in accordance with the requirements of the OWBPA;

(c) the Executive has been given sufficient time — specifically, the Consideration Period set forth in Section 2.2 — to consider this Release before executing it;

(d) the Executive is signing this Release voluntarily, knowingly, and willingly, without fraud, duress, undue influence, or coercion of any kind;

(e) the Executive is not waiving any rights or claims that may arise after the date of execution of this Release;

(f) the consideration provided in exchange for this Release — namely, the severance payments and benefits described in the Employment Agreement — is adequate consideration and is in addition to anything of value to which the Executive is already entitled; and

(g) no promise, inducement, representation, or agreement not expressed herein has been made to the Executive in connection with this Release.

Section 5.2 — No Admission.

This Release shall not in any way be construed as an admission by the Company, any Released Party, or the Executive of any wrongdoing, liability, violation of any statute, regulation, or legal duty, or any other improper conduct. The Company and each Released Party expressly deny any such wrongdoing, liability, violation, or improper conduct. This Release is entered into for the sole purpose of facilitating a mutually agreeable separation and resolving any potential disputes between the Parties.

ARTICLE 6 — GENERAL PROVISIONS

Section 6.1 — Governing Law.

This Release shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts. Any action or proceeding arising out of or relating to this Release shall be brought exclusively in the state or federal courts located in Suffolk County, Massachusetts, and each Party hereby irrevocably consents to the personal jurisdiction and venue of such courts.

Section 6.2 — Severability.

If any provision of this Release is held by a court of competent jurisdiction or an arbitrator to be invalid, void, unenforceable, or contrary to public policy, in whole or in part, such holding shall not affect the validity, enforceability, or legality of the remaining provisions of this Release, and the remaining provisions shall continue in full force and effect. In the event of any such holding, the invalid, void, or unenforceable provision shall be modified, reformed, or limited to the minimum extent necessary to render it valid, enforceable, and consistent with the original intent of the Parties, as determined by such court or arbitrator. The Parties agree that they would have entered into this Release and each of its provisions regardless of whether any particular provision was subsequently determined to be invalid or unenforceable.

Section 6.3 — Entire Agreement.

This Release, together with the Employment Agreement (including the Restrictive Covenants Agreement and any equity award agreements, stock option agreements, restricted stock unit agreements, or other compensatory arrangements that survive the termination of the Executive's employment by their express terms), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, proposals, agreements, and understandings, whether written or oral, between the Parties relating to the subject matter hereof. In the event of any conflict or inconsistency between this Release and the Employment Agreement with respect to the scope or terms of the release of claims, the terms of this Release shall control.

Section 6.4 — Amendment.

This Release may not be amended, modified, supplemented, or waived except by a written instrument that is duly executed by both the Executive and an authorized representative of the Company. No failure or delay by either Party in exercising any right, power, or privilege under this Release shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver must be in writing and shall be limited to the specific instance and purpose for which it is given.

Section 6.5 — Counterparts.

This Release may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Release by facsimile, portable document format (.pdf), or other electronic transmission shall be as effective as delivery of a manually executed counterpart, and electronic signatures (including, without limitation, signatures transmitted via Brightwater Software, Ashford Health IT, or similar electronic signature platforms) shall have the same legal effect as original ink signatures.

Section 6.6 — Section 409A Compliance.

All payments and benefits provided under this Release and the Employment Agreement are intended to comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder (collectively, "Section 409A"), and this Release shall be interpreted, construed, and administered in a manner consistent with such intent. Without limiting the foregoing, each installment payment of severance provided under the Employment Agreement shall be treated as a separate payment for purposes of Section 409A. In no event shall the Company be liable to the Executive for any taxes, penalties, interest, or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A, except to the extent that such failure is directly attributable to the Company's breach of its express obligations under the Employment Agreement. The Executive is directed to review the Section 409A compliance provisions set forth in the Employment Agreement, which are incorporated herein by reference.

Section 6.7 — Protected Rights.

(a) Government Agency Communications. Nothing in this Release shall be construed to prohibit, prevent, restrict, or otherwise limit the Executive's right to:

(i) file a charge, complaint, or report with the SEC, EEOC, MCAD, NLRB, OSHA, or any other Government Agency;

(ii) participate in, cooperate with, or provide information to any investigation, inquiry, or proceeding conducted by any Government Agency;

(iii) provide truthful testimony, documents, or information in response to a subpoena, court order, or other compulsory legal process;

(iv) make any disclosure that is protected under the whistleblower provisions of federal, state, or local law, including, without limitation, Section 21F of the Securities Exchange Act of 1934, as amended (15 U.S.C. § 78u-6), and the rules and regulations promulgated thereunder; or

(v) exercise any rights under Section 7 of the National Labor Relations Act, 29 U.S.C. § 157, including the right to engage in concerted activity for mutual aid or protection.

The Executive is not required to notify or obtain the consent of the Company before engaging in any activity described in this Section 6.7(a). Nothing in this Release constitutes a waiver of the Executive's right to receive an award for information provided to the SEC or any other Government Agency.

(b) Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), the Executive is hereby notified that:

An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the individual's attorney and use the trade secret information in the court proceeding if the individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret except pursuant to court order.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO GENERAL RELEASE OF CLAIMS

IN WITNESS WHEREOF, the undersigned have executed this General Release of Claims as of the dates set forth below, intending to be legally bound hereby.

EXECUTIVE:

________________________________________

Signature

________________________________________

Printed Name: [Insert Executive Name]

________________________________________

Date of Execution

COMPANY:

[Insert Company Name]

By: ________

Name: [Insert Name of Signatory]

Title: [Insert Title of Signatory on Behalf of Company]

Date: ________

EXHIBIT 1

DECISIONAL UNIT INFORMATION

(To be attached only if this Release is offered in connection with a group termination, exit incentive program, or other employment termination program pursuant to 29 U.S.C. § 626(f)(1)(H))

If this Release is offered in connection with an exit incentive program or other employment termination program offered to a group or class of employees within the meaning of 29 U.S.C. § 626(f)(1)(H), the Company shall attach to this Exhibit 1 the following information, as required by the Older Workers Benefit Protection Act:

1. Decisional Unit. A description of the class, unit, or group of individuals covered by the program, including any applicable eligibility factors and any time limits applicable to the program.

2. Job Titles and Ages — Eligible/Selected Individuals. The job titles and ages of all individuals who are eligible for or who have been selected for the program.

3. Job Titles and Ages — Non-Eligible/Non-Selected Individuals. The job titles and ages of all individuals in the same job classification or organizational unit who are not eligible for or who have not been selected for the program.

[This Exhibit 1 is intentionally left blank and shall be completed and attached by the Company only if applicable at the time of the qualifying termination. If this Release is not offered in connection with a group termination or exit incentive program, this Exhibit 1 shall be disregarded and the Consideration Period shall be twenty-one (21) calendar days as set forth in Section 2.2.]

END OF SCHEDULE B — FORM OF GENERAL RELEASE OF CLAIMS

SCHEDULE B TO EXECUTIVE EMPLOYMENT AGREEMENT
FORM OF GENERAL RELEASE OF CLAIMS
Schedule B referenced in the Executive Employment Agreement between Arbor Health Technologies Inc. and the Executive
Last revised September 16, 2022
NOTE: This is a template form of General Release of Claims to be completed and executed at the time of a qualifying termination of employment. Execution, delivery, and non-revocation of this Release is a condition precedent to the Executive's receipt of severance payments and benefits under the Employment Agreement. Bracketed fields are to be completed at the time of execution. This form should be reviewed and updated by counsel prior to use to ensure compliance with then-current applicable law.
GENERAL RELEASE OF CLAIMS
This General Release of Claims (this "Release") is entered into by and between:
[Insert Executive Name] (the "Executive"),
and
[Insert Company Name], a [Insert state of incorporation] corporation (the "Company").
The Executive and the Company are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Executive and the Company are parties to that certain Executive Employment Agreement, dated as of [Insert Date] (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Employment Agreement"), which sets forth the terms and conditions of the Executive's employment with the Company;
WHEREAS, the Executive's employment with the Company has terminated or will terminate effective [Insert Termination Date] (the "Separation Date"), and the Parties desire to memorialize the terms of such separation;
WHEREAS, pursuant to [Insert applicable Section(s) of the Employment Agreement] of the Employment Agreement (governing, as applicable, termination of the Executive's employment by the Company without Cause, resignation by the Executive for Good Reason, or termination following a Change in Control), the Executive is entitled to receive certain severance payments and benefits, subject to, among other conditions, the Executive's timely execution, delivery, and non-revocation of this Release in accordance with its terms; and
WHEREAS, capitalized terms used but not otherwise defined in this Release shall have the meanings ascribed to such terms in the Employment Agreement.
NOW, THEREFORE, in consideration of the severance payments and benefits described in the Employment Agreement, the receipt and sufficiency of which consideration the Executive hereby acknowledges, and intending to be legally bound, the Executive agrees as follows:
ARTICLE 1 — GENERAL RELEASE OF CLAIMS
Section 1.1 — Release by Executive.
The Executive, on behalf of the Executive and the Executive's heirs, executors, administrators, personal representatives, successors, and assigns (collectively, the "Executive Releasing Parties"), hereby voluntarily, knowingly, and willingly releases, waives, and forever discharges the Company and each of its Related Parties (as defined below) (collectively, the "Released Parties") from any and all claims, demands, actions, causes of action, suits, charges, complaints, grievances, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, losses, costs, expenses (including attorneys' fees), and liabilities of every kind and nature whatsoever, in law, equity, or otherwise, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, fixed or contingent, that the Executive Releasing Parties, or any of them, now has, has ever had, or may hereafter have against any of the Released Parties, arising out of, relating to, or in any way connected with the Executive's employment with the Company, the terms and conditions of such employment, the termination of such employment, or any other matter, event, or occurrence arising from the beginning of time through and including the date of the Executive's execution of this Release.
For purposes of this Release, "Related Parties" shall mean the Company and each of its past, present, and future parents, subsidiaries, divisions, affiliates, related entities, joint ventures, successors, predecessors, and assigns, and each of their respective past, present, and future officers, directors, trustees, employees, shareholders, members, partners (general and limited), principals, agents, representatives, contractors, consultants, insurers and re-insurers, employee benefit plans, employee benefit plan administrators, fiduciaries, and trustees, and legal counsel, in each case in their individual and representative capacities.
This Release encompasses, without limitation, any and all claims arising under the statutes, laws, and common law theories specifically enumerated in Section 1.2 below, as well as any other federal, state, local, or municipal statute, ordinance, regulation, common law doctrine, or legal or equitable theory, regardless of whether such claims are based on actions or omissions occurring before or after the commencement of the Executive's employment with the Company, up to and including the date of execution of this Release. The Executive understands and agrees that this Release is intended to be as broad and comprehensive as permitted by applicable law.
Section 1.2 — Specific Laws Included in Release.
Without limiting the generality of Section 1.1, the claims released by the Executive pursuant to this Release include, but are not limited to, claims arising under or in connection with the following:
(a) Federal Statutes:
(i) Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e et seq.;
(ii) the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq.;
(iii) the Age Discrimination in Employment Act of 1967, as amended ("ADEA"), 29 U.S.C. §§ 621 et seq. (subject to the special provisions set forth in Article 2 of this Release);
(iv) the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. § 626(f);
(v) the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq.;
(vi) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), 29 U.S.C. §§ 1001 et seq. (excluding any claims for vested benefits as expressly provided in Section 1.3);
(vii) the Equal Pay Act of 1963, as amended, 29 U.S.C. § 206(d);
(viii) the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. §§ 2000ff et seq.;
(ix) the Sarbanes-Oxley Act of 2002, as amended, 18 U.S.C. §§ 1514A et seq., to the extent such claims may be lawfully waived;
(x) the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq.;
(xi) the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, 38 U.S.C. §§ 4301 et seq.;
(xii) Section 1981 of the Civil Rights Act of 1866, 42 U.S.C. § 1981; and
(xiii) any other applicable federal anti-discrimination, employment, whistleblower, or labor law, statute, or regulation.
(b) State and Local Statutes (including, without limitation, the following Massachusetts statutes):
(i) the Massachusetts Fair Employment Practices Act, M.G.L. c. 151B, §§ 1 et seq.;
(ii) the Massachusetts Wage Act, M.G.L. c. 149, §§ 148–150, to the extent such claims may be lawfully waived or released under applicable law;
(iii) the Massachusetts Equal Pay Act, M.G.L. c. 149, § 105A;
(iv) the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I;
(v) the Massachusetts Privacy Statute, M.G.L. c. 214, § 1B;
(vi) the Massachusetts Paid Family and Medical Leave Act, M.G.L. c. 175M;
(vii) the Massachusetts Parental Leave Act, M.G.L. c. 149, § 105D; and
(viii) any other applicable Massachusetts state or local employment, anti-discrimination, labor, wage-and-hour, or civil rights statute, ordinance, or regulation.
(c) Common Law Claims:
(i) wrongful termination, wrongful discharge, or constructive discharge;
(ii) breach of contract (other than claims to enforce the surviving provisions of the Employment Agreement, as expressly set forth in Section 1.3 below);
(iii) breach of the implied covenant of good faith and fair dealing;
(iv) negligence, gross negligence, or recklessness;
(v) defamation, libel, or slander;
(vi) invasion of privacy;
(vii) intentional infliction of emotional distress;
(viii) negligent infliction of emotional distress;
(ix) fraud, fraudulent inducement, or misrepresentation;
(x) promissory estoppel or detrimental reliance;
(xi) tortious interference with contract or business relationships;
(xii) loss of consortium; and
(xiii) any other claim or cause of action arising under any tort, contract, quasi-contract, restitution, or equitable theory.
(d) Fees and Costs. The Executive further releases any and all claims for attorneys' fees, costs, disbursements, and expenses related to any of the foregoing claims, demands, actions, or causes of action.
Section 1.3 — Exclusions from Release.
Notwithstanding the breadth of the foregoing release, the following claims and rights are expressly excluded from this Release and are not waived or released hereunder:
(a) Governmental Agency Filings. Claims that cannot be waived or released as a matter of applicable law, including, without limitation, the Executive's right to file a charge, complaint, or report with, or otherwise communicate with, cooperate with, or participate in any investigation or proceeding that may be conducted by, the U.S. Securities and Exchange Commission ("SEC"), the U.S. Equal Employment Opportunity Commission ("EEOC"), the Massachusetts Commission Against Discrimination ("MCAD"), the National Labor Relations Board ("NLRB"), the Occupational Safety and Health Administration ("OSHA"), the U.S. Department of Justice, or any other federal, state, or local governmental agency, commission, or body (collectively, "Government Agencies"); provided, however, that the Executive hereby waives and releases the right to recover any individual monetary relief or damages (including, without limitation, back pay, front pay, compensatory damages, liquidated damages, and punitive damages) in connection with any such charge, complaint, report, or proceeding, to the maximum extent permitted by applicable law, and provided, further, that nothing in this proviso limits the Executive's right to receive a monetary award from the SEC pursuant to Section 21F of the Securities Exchange Act of 1934, as amended;
(b) Vested Benefits. Claims for vested benefits under any Company-sponsored employee benefit plan, pension plan, retirement plan, or 401(k) plan governed by ERISA, in each case in accordance with the terms of such plan and applicable law;
(c) Indemnification and D&O Coverage. Claims for indemnification, contribution, advancement of expenses, and/or coverage under directors' and officers' liability insurance policies to which the Executive may be entitled under the Company's certificate of incorporation, bylaws, limited liability company agreement, any separate indemnification agreement between the Executive and the Company, or applicable law, in each case subject to the terms and conditions thereof;
(d) Enforcement of this Release. Claims arising under or to enforce the terms and conditions of this Release itself;
(e) Workers' Compensation. Claims for workers' compensation benefits under applicable state workers' compensation laws;
(f) Severance Payments and Benefits. The Executive's rights to the severance payments and benefits expressly provided under the Employment Agreement, which are conditioned upon this Release becoming effective and enforceable in accordance with its terms; and
(g) Surviving Provisions. Any rights that survive the termination of the Executive's employment or the termination of the Employment Agreement by their express terms, including, without limitation, rights under any equity award agreements, stock option agreements, restricted stock unit agreements, or similar instruments, in each case subject to and in accordance with the terms and conditions thereof.
Section 1.4 — No Pending Claims.
The Executive hereby represents and warrants that, as of the date of execution of this Release: (a) the Executive has not filed or caused to be filed any complaint, charge, claim, grievance, or action against any Released Party in or with any court, tribunal, arbitral body, administrative agency, or other forum; (b) the Executive has not assigned, transferred, or conveyed to any third party any claim, demand, or cause of action released hereunder; and (c) the Executive is not aware of any basis for any complaint, charge, claim, or action against any Released Party other than as previously disclosed in writing to the Company's General Counsel. The Executive further represents that the Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and benefits to which the Executive is entitled, other than the severance payments and benefits that are conditioned upon this Release.
ARTICLE 2 — ADEA / OWBPA SPECIFIC PROVISIONS
Section 2.1 — Acknowledgment of ADEA Waiver.
The Executive acknowledges and agrees that this Release includes a knowing and voluntary waiver and release of all rights and claims the Executive has or may have under the Age Discrimination in Employment Act of 1967, as amended (the "ADEA"), including, without limitation, all claims of age discrimination and retaliation. The Executive further acknowledges and agrees that the waiver and release of ADEA claims contained in this Release is being given by the Executive in exchange for consideration — specifically, the severance payments and benefits described in the Employment Agreement — that is in addition to anything of value to which the Executive is already entitled, and that such consideration constitutes adequate and sufficient consideration for such waiver and release.
Section 2.2 — Twenty-One (21) Day Consideration Period.
The Executive has been given a period of twenty-one (21) calendar days from the date of receipt of this Release (the "Consideration Period") within which to consider whether to execute this Release. The Consideration Period shall begin on the date this Release is first delivered or made available to the Executive and shall expire at 11:59 p.m. Eastern Time on the twenty-first (21st) calendar day thereafter. The Executive may execute this Release at any time during the Consideration Period, and need not wait until the Consideration Period has expired before signing. If the Executive signs this Release prior to the expiration of the Consideration Period, the Executive acknowledges and agrees that the Executive has done so voluntarily and of the Executive's own free will, that the Executive had the full opportunity to use the entire Consideration Period to deliberate, that the Executive was not pressured or coerced into signing before the expiration of the Consideration Period, and that the Executive's decision to sign early was not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer. Any changes to this Release, whether material or immaterial, shall not restart or extend the Consideration Period.
NOTE: If this Release is being offered in connection with an exit incentive program or other employment termination program offered to a group or class of employees (within the meaning of 29 U.S.C. § 626(f)(1)(H)), then (i) the Consideration Period referenced in this Section 2.2 shall instead be forty-five (45) calendar days, and (ii) the Company shall provide the Executive, at the time this Release is delivered, with the information required by 29 U.S.C. § 626(f)(1)(H), including a written description of the class, unit, or group of individuals covered by the program, the eligibility factors for the program, the time limits applicable to the program, and the job titles and ages of all individuals eligible or selected for the program and the ages of all individuals in the same job classification or organizational unit who are not eligible or selected for the program. Such information shall be attached hereto as Exhibit 1.
Section 2.3 — Seven (7) Day Revocation Period.
The Executive may revoke this Release at any time within seven (7) calendar days following the date of the Executive's execution hereof (the "Revocation Period"). Any revocation must be in writing and must be delivered to the Company at the following address (or such other address as the Company may designate in writing):
[Insert Company Name] [Insert Company Address]
Attention: General Counsel
Email: [Insert Email Address]
To be effective, written notice of revocation must be actually received by the Company at the above address no later than 11:59 p.m. Eastern Time on the seventh (7th) calendar day following the date of the Executive's execution of this Release. This Release shall not become effective or enforceable until the eighth (8th) calendar day following the Executive's execution hereof (the "Effective Date"), provided that the Executive has not timely revoked this Release during the Revocation Period. If the Executive timely revokes this Release during the Revocation Period, this Release shall be null and void and of no force or effect, and the Executive shall not be entitled to receive, and the Company shall have no obligation to provide, any severance payments or benefits under the Employment Agreement that are conditioned upon the effectiveness of this Release.
Section 2.4 — Advice to Consult Attorney.
THE EXECUTIVE IS HEREBY ADVISED, IN WRITING, TO CONSULT WITH AN ATTORNEY OF THE EXECUTIVE'S OWN CHOOSING PRIOR TO EXECUTING THIS RELEASE. The Executive acknowledges that the Executive has been so advised, has had the opportunity to consult with an attorney, and has either consulted with an attorney or voluntarily elected not to do so. This written advisement is provided in accordance with the requirements of the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f)(1)(E).
ARTICLE 3 — SEVERANCE PAYMENTS CONDITIONED ON RELEASE
Section 3.1 — Condition Precedent.
The Company's obligation to provide the severance payments and benefits described in [Insert applicable Section(s) of the Employment Agreement] of the Employment Agreement (including, as applicable, any enhanced severance in connection with a termination without Cause, a resignation for Good Reason, or a qualifying termination following a Change in Control) is expressly conditioned upon each of the following:
(a) the Executive's timely execution and delivery of this Release to the Company within the Consideration Period;
(b) the Executive's non-revocation of this Release during the Revocation Period such that this Release becomes effective on the Effective Date;
(c) the Executive's continued compliance with all obligations and covenants under the Employment Agreement that survive the termination of the Executive's employment, including, without limitation, the restrictive covenants, confidentiality obligations, non-competition obligations, and non-solicitation obligations set forth in the Employee Non-Competition, Non-Solicitation, Confidentiality, and Assignment of Inventions Agreement entered into by the Executive in connection with the Employment Agreement (the "Restrictive Covenants Agreement"); and
(d) the Executive's compliance with the covenants set forth in Article 4 of this Release.
If any of the foregoing conditions is not satisfied, the Company shall have no obligation to make or continue any severance payments or provide any severance benefits, and the Company shall be entitled to recover any severance payments or benefits previously made or provided to the Executive, to the extent permitted by applicable law.
Section 3.2 — Timing of Severance Payments.
All severance payments shall commence or be made in accordance with the payment schedule set forth in the Employment Agreement, subject to the Effective Date of this Release. Notwithstanding the foregoing:
(a) To the extent that any severance payment constitutes "nonqualified deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Consideration Period or the Revocation Period spans two (2) calendar years, such payment shall not be made or commence until the first payroll date occurring in the later calendar year, regardless of when the Executive executes this Release, in accordance with the Section 409A compliance provisions set forth in the Employment Agreement.
(b) To the extent that the Executive is determined by the Company to be a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of the Executive's separation from service (as defined in Section 409A), any payment of nonqualified deferred compensation that is payable on account of such separation from service shall be delayed until the first business day following the six (6) month anniversary of the Executive's separation from service (or, if earlier, the date of the Executive's death), in accordance with the Employment Agreement. Any payments delayed pursuant to this provision shall be accumulated and paid in a lump sum on the first permissible payment date, together with interest, if any, as specified in the Employment Agreement.
(c) All other terms and conditions governing the timing, form, and amount of severance payments shall be as set forth in the Employment Agreement, and the Executive is directed to review the applicable provisions thereof.
ARTICLE 4 — COVENANTS AND AGREEMENTS
Section 4.1 — Return of Company Property.
The Executive agrees that, on or before the Separation Date (or as soon as practicable thereafter if physical return on the Separation Date is not feasible), the Executive shall return to the Company all property of the Company and its affiliates in the Executive's possession, custody, or control, including, without limitation:
(a) all laptop computers, desktop computers, tablets, mobile devices, smartphones, and other electronic equipment;
(b) all access cards, building passes, security badges, keys, parking permits, and corporate credit cards;
(c) all files, documents, records, correspondence, memoranda, notes, reports, presentations, plans, proposals, manuals, and other materials (in any format, whether physical, electronic, or otherwise), including all copies, summaries, and excerpts thereof;
(d) all proprietary information, confidential information, trade secrets, customer lists, vendor lists, financial data, business plans, strategic plans, marketing materials, and other information belonging to the Company or any of its affiliates; and
(e) all other tangible and intangible property of the Company or any of its affiliates.
The Executive further agrees to permanently delete or destroy all electronic copies of Company proprietary or confidential information stored on any personal devices, cloud storage accounts, email accounts, or other media or platforms not owned or controlled by the Company, and to provide written certification of such deletion or destruction upon the Company's request. The obligations set forth in this Section 4.1 are in addition to, and not in limitation of, any obligations of the Executive under the Employment Agreement, the Restrictive Covenants Agreement, or applicable law.
Section 4.2 — Cooperation.
The Executive agrees to cooperate fully and in good faith with the Company and its legal counsel in connection with any pending or future internal investigation, audit, regulatory inquiry, administrative proceeding, litigation, arbitration, or other legal, regulatory, or governmental matter arising out of or relating to facts, events, transactions, or matters within the Executive's knowledge or area of responsibility during the Executive's employment with the Company (each, a "Cooperation Matter"). Such cooperation shall include, without limitation:
(a) making the Executive available for interviews, meetings, depositions, hearings, and trial testimony at mutually convenient times;
(b) providing truthful and accurate information, documents, and testimony;
(c) assisting with the preparation of filings, responses, and submissions; and
(d) executing documents and taking other actions reasonably requested by the Company.
The Company shall reimburse the Executive for all reasonable, documented out-of-pocket expenses (including reasonable travel expenses) incurred by the Executive in connection with the Executive's cooperation obligations under this Section 4.2, subject to the Company's reasonable expense reimbursement policies. The Company shall use commercially reasonable efforts to schedule cooperation activities in a manner that minimizes disruption to and interference with the Executive's personal and professional commitments. Nothing in this Section 4.2 shall require the Executive to waive any applicable attorney-client privilege or work product protection.
Section 4.3 — Non-Disparagement.
(a) Executive's Obligations. The Executive agrees that, following the Separation Date, the Executive shall not, directly or indirectly, make, publish, or communicate to any person or entity, or direct any person or entity to make, publish, or communicate, any statement, comment, or remark, whether oral, written, or electronic, that disparages, defames, or reflects negatively upon the Company, any of its affiliates, or any of their respective officers, directors, employees, shareholders, products, services, business practices, or reputation.
(b) Company's Obligations. The Company agrees to instruct its then-current senior executives (at the level of Senior Vice President and above) and members of its Board of Directors not to make, publish, or communicate any statement, comment, or remark that disparages, defames, or reflects negatively upon the Executive or the Executive's professional reputation.
(c) Carve-Outs. Notwithstanding the foregoing, nothing in this Section 4.3 shall prevent or restrict either Party from:
(i) making truthful statements in response to a subpoena, court order, or other compulsory legal process;
(ii) making truthful statements in the course of any legal, arbitral, administrative, or regulatory proceeding;
(iii) making truthful statements in response to any inquiry from any Government Agency;
(iv) making truthful statements as required by applicable law, regulation, or the rules of any securities exchange; or
(v) communicating internally within the Company regarding the Executive's separation, as reasonably necessary for business purposes.
Section 4.4 — Confidentiality of Separation Terms.
The Executive agrees that the terms and conditions of this Release (including, without limitation, the nature and amount of the severance payments and benefits) shall be treated as confidential and shall not be disclosed by the Executive to any person or entity, except:
(a) to the Executive's immediate family members residing in the same household;
(b) to the Executive's legal counsel, financial advisors, and tax advisors;
(c) as may be required by applicable law, regulation, court order, or legal process; or
(d) as may be necessary to enforce the Executive's rights under this Release or the Employment Agreement.
The Executive shall inform each person to whom disclosure is made pursuant to clauses (a) and (b) above of this confidentiality obligation and shall be responsible for any breach of this obligation by any such person. The Executive acknowledges that any breach of this Section 4.4 may cause irreparable harm to the Company for which monetary damages may not be an adequate remedy, and that the Company shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.
ARTICLE 5 — ACKNOWLEDGMENTS
Section 5.1 — Voluntary Execution.
The Executive acknowledges and agrees that:
(a) the Executive has carefully read this Release in its entirety and fully understands all of its terms, conditions, and consequences;
(b) the Executive has been advised in writing to consult with an attorney of the Executive's own choosing prior to executing this Release, in accordance with the requirements of the OWBPA;
(c) the Executive has been given sufficient time — specifically, the Consideration Period set forth in Section 2.2 — to consider this Release before executing it;
(d) the Executive is signing this Release voluntarily, knowingly, and willingly, without fraud, duress, undue influence, or coercion of any kind;
(e) the Executive is not waiving any rights or claims that may arise after the date of execution of this Release;
(f) the consideration provided in exchange for this Release — namely, the severance payments and benefits described in the Employment Agreement — is adequate consideration and is in addition to anything of value to which the Executive is already entitled; and
(g) no promise, inducement, representation, or agreement not expressed herein has been made to the Executive in connection with this Release.
Section 5.2 — No Admission.
This Release shall not in any way be construed as an admission by the Company, any Released Party, or the Executive of any wrongdoing, liability, violation of any statute, regulation, or legal duty, or any other improper conduct. The Company and each Released Party expressly deny any such wrongdoing, liability, violation, or improper conduct. This Release is entered into for the sole purpose of facilitating a mutually agreeable separation and resolving any potential disputes between the Parties.
ARTICLE 6 — GENERAL PROVISIONS
Section 6.1 — Governing Law.
This Release shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts. Any action or proceeding arising out of or relating to this Release shall be brought exclusively in the state or federal courts located in Suffolk County, Massachusetts, and each Party hereby irrevocably consents to the personal jurisdiction and venue of such courts.
Section 6.2 — Severability.
If any provision of this Release is held by a court of competent jurisdiction or an arbitrator to be invalid, void, unenforceable, or contrary to public policy, in whole or in part, such holding shall not affect the validity, enforceability, or legality of the remaining provisions of this Release, and the remaining provisions shall continue in full force and effect. In the event of any such holding, the invalid, void, or unenforceable provision shall be modified, reformed, or limited to the minimum extent necessary to render it valid, enforceable, and consistent with the original intent of the Parties, as determined by such court or arbitrator. The Parties agree that they would have entered into this Release and each of its provisions regardless of whether any particular provision was subsequently determined to be invalid or unenforceable.
Section 6.3 — Entire Agreement.
This Release, together with the Employment Agreement (including the Restrictive Covenants Agreement and any equity award agreements, stock option agreements, restricted stock unit agreements, or other compensatory arrangements that survive the termination of the Executive's employment by their express terms), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, proposals, agreements, and understandings, whether written or oral, between the Parties relating to the subject matter hereof. In the event of any conflict or inconsistency between this Release and the Employment Agreement with respect to the scope or terms of the release of claims, the terms of this Release shall control.
Section 6.4 — Amendment.
This Release may not be amended, modified, supplemented, or waived except by a written instrument that is duly executed by both the Executive and an authorized representative of the Company. No failure or delay by either Party in exercising any right, power, or privilege under this Release shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver must be in writing and shall be limited to the specific instance and purpose for which it is given.
Section 6.5 — Counterparts.
This Release may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Release by facsimile, portable document format (.pdf), or other electronic transmission shall be as effective as delivery of a manually executed counterpart, and electronic signatures (including, without limitation, signatures transmitted via Brightwater Software, Ashford Health IT, or similar electronic signature platforms) shall have the same legal effect as original ink signatures.
Section 6.6 — Section 409A Compliance.
All payments and benefits provided under this Release and the Employment Agreement are intended to comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder (collectively, "Section 409A"), and this Release shall be interpreted, construed, and administered in a manner consistent with such intent. Without limiting the foregoing, each installment payment of severance provided under the Employment Agreement shall be treated as a separate payment for purposes of Section 409A. In no event shall the Company be liable to the Executive for any taxes, penalties, interest, or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A, except to the extent that such failure is directly attributable to the Company's breach of its express obligations under the Employment Agreement. The Executive is directed to review the Section 409A compliance provisions set forth in the Employment Agreement, which are incorporated herein by reference.
Section 6.7 — Protected Rights.
(a) Government Agency Communications. Nothing in this Release shall be construed to prohibit, prevent, restrict, or otherwise limit the Executive's right to:
(i) file a charge, complaint, or report with the SEC, EEOC, MCAD, NLRB, OSHA, or any other Government Agency;
(ii) participate in, cooperate with, or provide information to any investigation, inquiry, or proceeding conducted by any Government Agency;
(iii) provide truthful testimony, documents, or information in response to a subpoena, court order, or other compulsory legal process;
(iv) make any disclosure that is protected under the whistleblower provisions of federal, state, or local law, including, without limitation, Section 21F of the Securities Exchange Act of 1934, as amended (15 U.S.C. § 78u-6), and the rules and regulations promulgated thereunder; or
(v) exercise any rights under Section 7 of the National Labor Relations Act, 29 U.S.C. § 157, including the right to engage in concerted activity for mutual aid or protection.
The Executive is not required to notify or obtain the consent of the Company before engaging in any activity described in this Section 6.7(a). Nothing in this Release constitutes a waiver of the Executive's right to receive an award for information provided to the SEC or any other Government Agency.
(b) Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), the Executive is hereby notified that:
An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the individual's attorney and use the trade secret information in the court proceeding if the individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret except pursuant to court order.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO GENERAL RELEASE OF CLAIMS
IN WITNESS WHEREOF, the undersigned have executed this General Release of Claims as of the dates set forth below, intending to be legally bound hereby.
EXECUTIVE:
________________________________________
Signature
________________________________________
Printed Name: [Insert Executive Name]
________________________________________
Date of Execution
COMPANY:
[Insert Company Name]
By: ________
Name: [Insert Name of Signatory]
Title: [Insert Title of Signatory on Behalf of Company]
Date: ________
EXHIBIT 1
DECISIONAL UNIT INFORMATION
(To be attached only if this Release is offered in connection with a group termination, exit incentive program, or other employment termination program pursuant to 29 U.S.C. § 626(f)(1)(H))
If this Release is offered in connection with an exit incentive program or other employment termination program offered to a group or class of employees within the meaning of 29 U.S.C. § 626(f)(1)(H), the Company shall attach to this Exhibit 1 the following information, as required by the Older Workers Benefit Protection Act:
1.  Decisional Unit. A description of the class, unit, or group of individuals covered by the program, including any applicable eligibility factors and any time limits applicable to the program.
2.  Job Titles and Ages — Eligible/Selected Individuals. The job titles and ages of all individuals who are eligible for or who have been selected for the program.
3.  Job Titles and Ages — Non-Eligible/Non-Selected Individuals. The job titles and ages of all individuals in the same job classification or organizational unit who are not eligible for or who have not been selected for the program.
[This Exhibit 1 is intentionally left blank and shall be completed and attached by the Company only if applicable at the time of the qualifying termination. If this Release is not offered in connection with a group termination or exit incentive program, this Exhibit 1 shall be disregarded and the Consideration Period shall be twenty-one (21) calendar days as set forth in Section 2.2.]
END OF SCHEDULE B — FORM OF GENERAL RELEASE OF CLAIMS

SCHEDULE B TO EXECUTIVE EMPLOYMENT AGREEMENT

FORM OF GENERAL RELEASE OF CLAIMS

GENERAL RELEASE OF CLAIMS

RECITALS

SIGNATURE PAGE TO GENERAL RELEASE OF CLAIMS

EXECUTIVE:

COMPANY:

EXHIBIT 1

DECISIONAL UNIT INFORMATION

Record

Parties

Dates

Amounts