Earthlink 2013 Annual Report Download - page 192

to this letter agreement shall not be construed as a waiver of any other rights or remedies that it may possess. Any breach
by you of this paragraph 8, or of Sections 7, 8, 9, and 10 of your Employment Agreement, shall be grounds for
termination of any payments to be made or benefits to be delivered hereunder. Additionally, in the event of any such
breach, you agree to repay the Company the gross amount of any payments and benefits described in paragraphs 2, 3(a)
and 6 of this letter agreement that you previously received pursuant to this letter agreement (including reimbursement of
the benefits you received under paragraph 6 of this letter agreement), that you would not have been entitled to receive
absent this letter agreement.
9.
General Release
. For and in consideration of the payments and promises set forth in this letter agreement,
and other good and valuable consideration, the sufficiency of which is hereby acknowledged, you hereby release, acquit,
and forever discharge the Company, and all its affiliates, parents, subsidiaries, partners, joint venturers, owners, and
shareholders, and all of their officers, directors, employees, representatives, and agents, and all successors and assigns
thereof (each a “Released Party”),
from any and all claims, charges, complaints, demands, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of action, suits, rights, entitlements, costs, losses, debts,
and expenses (including attorneys’
fees and legal expenses), of any nature whatsoever, known or unknown, which you
now have, had, or may hereafter claim to have had against the Company or any other Released Party, of any kind or
nature whatsoever, arising from any act, omission, transaction, matter, or event which has occurred or is alleged to have
occurred through the Retirement Date and that is relating in any way to your employment with the Company or any
Released Party, or the conclusion of that employment, whether such claims are now known or are later discovered.
The claims knowingly and voluntarily released herein include, but are not limited to, claims under the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans with
Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act or other federal or state wage and hour
laws, the Employee Retirement Income Security Act, claims for breach of contract, infliction of emotional distress,
claims under any other federal or state law pertaining to employment or employment benefits, and any other claims of
any kind based on any contract, tort, ordinance, regulation, statute, or constitution; provided, however, that nothing in
this letter agreement shall be interpreted to release any claims which you may have for workers compensation benefits or
any claims or liabilities for indemnification arising from your acts and/or omissions as an officer or director of the
Company to the extent provided by law or the governing documents of the Company. You acknowledge that this letter
agreement is a complete defense and shall constitute a full and final bar to any claim by you based on any act, omission,
transaction, matter, or event which has occurred or is alleged to have occurred through the Retirement Date.
10.
Cooperation; Non-Disparagement .
(a)
You agree to provide assistance to the Company and its advisors in connection with any audit,
investigation or administrative, regulatory or judicial proceeding involving matters within the scope of your duties and
responsibilities to the Company during your employment with the Company, or as to which you otherwise have
knowledge (including being available to the
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