AGREEMENT AND RELEASE OF CLAIMS (Age 40 or Over)

This Agreement and Release of Claims (hereinafter “Agreement”) is entered into by and
between ______________________ (hereinafter “EMPLOYEE”) and __________________
(hereinafter “____________”).

WHEREAS, the parties agree that EMPLOYEE’S employment with ____________ will
terminate effective ________________________;

WHEREAS, EMPLOYEE and ____________ desire to compromise, settle and forever

resolve and dispose of all differences and potential claims and controversies between them, up to
and including the Effective Date of this Agreement;

WHEREAS, the Effective Date of this agreement shall be on the eighth day following
EMPLOYEE’S execution of this agreement (the “Effective Date”);

NOW, THEREFORE, in consideration of the foregoing promises and other good and
sufficient consideration contained hereinafter, the sufficiency of which is hereby acknowledged,
the parties agree as follows:

I.

A. Pay Continuation. ____________ agrees to continue EMPLOYEE’S pay

through _________________________ or make a one time lump sum payment of
$____________.

B. ____________ will pay for EMPLOYEE’S earned but unused vacation and will
pay for current vacation being earned on a prorated basis through EMPLOYEE’S termination
date.

C. Health and Dental Insurance. ____________ agrees to pay ____________’S

share of EMPLOYEE’S health and dental coverage through the period of EMPLOYEE’S pay
continuation.

II.

A. General Release. In exchange for the consideration set forth above and other
good and sufficient consideration set forth herein, EMPLOYEE, for and on behalf of himself
individually and his heirs, representatives, and assigns, if any, hereby fully, finally, completely,
and forever releases, discharges, acquits, and relinquishes ____________ and its predecessors,
successors, parent entities, subsidiaries, related or affiliated companies, attorneys, officers,
directors, employees, former employees, agents and assigns (collectively the “Released Parties”),
jointly and/or severally, from any and all claims, actions, demands, liabilities, and/or causes of
action of whatever kind or character, joint or several, whether now known or unknown, asserted
or unasserted, under any federal or state statute and common law, including, but not limited to,

AGREEMENT AND RELEASE OF CLAIMS – Page 1

42 U.S.C. § 1981; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act
of 1991; the Americans with Disabilities Act; the Age Discrimination in Employment Act
(“ADEA”); The Older Workers Benefit Protection Act (OWBPA); The Texas Commission on
Human Rights Act; the Employee Retirement Income Security Act of 1974; The Fair Labor
Standards Act, as amended; The Texas Payday Law; any statute administered by the Texas
Workforce Commission; or any other claim, regardless of the forum in which it might be
brought, if any, which he has, might have, or might claim to have against the Released Parties, or
any of them individually, for any and all injuries, harm, damages, penalties, costs, losses,
expenses, attorneys’ fees, and/or liability or other detriment, if any whenever incurred, or
suffered by EMPLOYEE as a result of any and all acts, omissions, or events by the Released
Parties, collectively or individually, through the effective date of this Agreement. It is expressly
agreed by EMPLOYEE and understood by EMPLOYEE that this Agreement and Release
includes, but is not limited to, any and all claims, actions, demands, and causes of action, if any,
arising from or in any way connected with the employment relationship between EMPLOYEE
and ____________ and the ending thereof, including any claim of discrimination, retaliation,
failure to accommodate, wrongful termination, breach of contract, and/or tortious conduct,
including all claims that were or could have been brought by EMPLOYEE. EMPLOYEE agrees
to forego the filing of any complaint or claim with any state or federal agency or any state or
federal court or to withdraw any such complaint or claim if previously filed. The parties agree
that notwithstanding the above language, EMPLOYEE in no way releases any claims to
employee benefits, including pension and/or retirement benefits, which were vested as of the
date of his termination.

B. ADEA Release. EMPLOYEE hereby acknowledges that he knowingly and

voluntarily enters into this Agreement with the purpose of waiving and releasing any claims
under the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit
Protection Act (OWBPA), and as such, he acknowledges and agrees that:

(1) this Agreement is worded in an understandable way;

(2) any rights or claims arising under the ADEA and OWBPA are waived;

(3) claims under the ADEA and OWBPA that may arise after the date of this
Agreement are not waived;

(4) the rights and claims waived in this Agreement are in exchange for
additional consideration over and above anything to which EMPLOYEE
was already undisputedly entitled;

(5) EMPLOYEE has been advised in writing to consult with an attorney prior
to executing this Agreement, and has had an opportunity to do so;

(6) EMPLOYEE has been given a period of time, 21 days, if desired, to

consider this Agreement, and understands that he may revoke his waiver
and release of any ADEA (age discrimination) or OWBPA claims covered
by this Agreement in the seven day period following his execution of this

AGREEMENT AND RELEASE OF CLAIMS – Page 2

 Agreement; provided however, that such a revocation will be deemed to
cause a failure of consideration for this Agreement, whereupon
____________ would be entitled to a return of any monies paid to
EMPLOYEE under this Agreement; and

(7) Any changes made to this agreement, whether material or immaterial, will
not restart the running of this twenty-one (21) day period.

(8) Attached to this Agreement and Release of Claims is information required

under the Older Workers’ Benefit Protection Act as to eligibility for the
severance program including the class of employees covered, time limits
for participation, job titles and ages of eligible employees and job titles
and ages of employees who are not eligible for the severance program.

C. No Future Employment. EMPLOYEE acknowledges that he has no right or

claim to future employment with ____________, its parent company, or any of its subsidiaries,
affiliated corporations, or operating units or its successors. EMPLOYEE hereby promises not to
accept, apply for, seek, or attempt to gain employment at anytime, either as a regular or
temporary employee, with ____________, or any affiliated or subsidiary corporation or its
successors.

D. No Effect on ERISA Rights. This Agreement shall not enhance, alter, or

otherwise interfere with any vested rights that EMPLOYEE may have in any retirement plan or
COBRA.

III.

For the same consideration set forth herein, EMPLOYEE further agrees as follows:

As an essential and material consideration to the payment of sums pursuant to this

Agreement, EMPLOYEE agrees that he will not disclose this Agreement or its terms and
conditions to any third person, entity, or government organization, unless he is required to do so
by law or legal process, and that all such matters shall remain strictly confidential and shall not
be disclosed or alluded to in any manner, other than to his attorneys and tax advisors, provided
that his tax advisors are advised by EMPLOYEE of this confidentiality requirement and that they
agree to maintain full confidentiality. It is agreed that a breach of this covenant to a person or
entity to which disclosure is not permitted shall constitute a breach of this Agreement.

Further, EMPLOYEE agrees that he will make no disparaging remarks about

____________ or any related subsidiaries or its successors and that he will cooperate with regard
to any matters related to ____________ where his involvement is required after his termination.

IV.

The parties understand and intend that the monies paid pursuant to this Agreement are
paid as resolution and settlement of all claims EMPLOYEE has or may have against
____________ and all Released Parties in return for the releases and promises contained herein.

AGREEMENT AND RELEASE OF CLAIMS – Page 3

EMPLOYEE acknowledges and agrees that ____________ has made no representations to him
regarding the tax consequences of any amounts received by him pursuant to this Agreement.

V.

EMPLOYEE hereby represents and warrants that he has not assigned or otherwise
transferred to any other person or entity any interest in any claim, demand, action and/or cause of
action he has, or may have, or may claim to have against any Released Party. EMPLOYEE
agrees to indemnify and hold harmless all of the Released Parties from any and all injuries, harm,
damages, costs, losses, expenses and/or liability, including reasonable attorneys’ fees and court
costs, incurred as a result of any claims or demands which may hereafter be asserted against any
such Released Parties by, through, or by virtue of an assignment or other transfer by
EMPLOYEE.

VI.

This Agreement, the offer of this Agreement and compliance with this Agreement shall
not constitute or be construed as an admission by the Released Parties, or any of them
individually, of any wrongdoing or liability of any kind or an admission by any of them of any
violation of the rights of EMPLOYEE but, rather, such liability or wrongdoing is expressly
denied. This Agreement shall not be admissible in any judicial, administrative or other
proceeding or cause of action as an admission of liability or for any purpose other than to enforce
the terms of this Agreement.

VII.

The parties agree that the terms of this Agreement are contractual in nature and not
merely recitals and shall be governed and construed in accordance with the laws of the State of
Texas. The parties further agree that should any part of this Agreement be declared or
determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the
parties intend the legality, validity, and enforceability of the remaining parts shall not be affected
thereby, and said illegal, invalid or unenforceable part shall be deemed not to be a part of this
Agreement.

This Agreement shall be binding upon and the benefits shall inure to EMPLOYEE and
his heirs, and to ____________ and its successors and assigns.

No waiver of any of the terms of this Agreement shall be valid unless in writing and
signed by the party to this Agreement against whom such waiver is sought to be enforced. The
waiver by any party hereto of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach by any party, nor shall any waiver operate or be construed
as a rescission of this Agreement.

VIII.

EMPLOYEE agrees that in executing this Agreement he does not rely and has not relied
on any document, representation or statement, whether written or oral, other than those
specifically set forth in this written Agreement. The parties agree that this Agreement constitutes

AGREEMENT AND RELEASE OF CLAIMS – Page 4

the entire agreement between EMPLOYEE and ____________, supersedes any and all prior
agreements or understandings, written or oral, pertaining to the subject matter of this Agreement,
and contains all the covenants and agreements in any manner whatsoever between the parties
with respect to such matters. No oral understandings, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated
orally, but may be changed only through written addendum executed by both parties.

The wording in this Agreement was reviewed and accepted by all parties after reasonable
time to review with legal counsel, and no party shall be entitled to have any wording of this
Agreement construed against the other party as the drafter of the Agreement in the event of any
dispute in connection with this Agreement.

IX.

EMPLOYEE declares that the terms of this Agreement have been completely read, are
fully understood, and are voluntarily accepted, after complete consideration of all facts and his
legal rights, of which he has been fully advised by his attorneys for the purpose of making a full
and final compromise, adjustment and settlement of any and all claims, disputed or otherwise,
that EMPLOYEE may have against the RELEASED PARTIES.

IN WITNESS WHEREOF, the parties have executed this Agreement as follows:

____________ CORPORATION

By:___________________________________ ______________________________________
EMPLOYEE

Its:___________________________________ ______________________________________

______________________________________
ADDRESS

Date:_________________________________ Date:__________________________________

AGREEMENT AND RELEASE OF CLAIMS – Page 5

 OWBPA – Ineligible ____________ Employees

JOB CLASSIFICATION/ DEPARTMENT

OF EMPLOYEE AGE OF EMPLOYEE CLASS OF EMPLOYEES COVERED

Retained

AGREEMENT AND RELEASE OF CLAIMS – Page 6

 OWBPA Information – Eligible ____________ Employees

JOB CLASSIFICATION/ AGE OF CLASS OF EMPLOYEES ELIGIBILITY

DEPARTMENT OF EMPLOYEE EMPLOYEE COVERED REQUIREMENTS TIME LIMITS

Layoff Separation Agreement 45 days to consider

& Release – 7 days to accept

AGREEMENT AND RELEASE OF CLAIMS – Page 7

DALLAS: 0910000.10000: 1674519v1