as an insured under any director’s and officer’s liability insurancepolicy now or previously in force.     2. The Employee acknowledges and agrees that the release of claims set forth in this Agreementis not to be construed in any way as an admission of any liability whatsoever by any CompanyReleased Party, any such liability being expressly denied.     3. The release of claims set forth in this Agreement applies to any relief no matter howcalled, including, without limitation, wages, back pay, front pay, compensatory damages, liquidateddamages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.     4. The Executive specifically acknowledges that his acceptance of the terms of the release ofclaims set forth in this Agreement is, among other things, a specific waiver of his rights, claimsand causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respectof discrimination of any kind; provided, however, that nothing herein shall bedeemed, nor does anything contained herein purport, to be a waiver of any right or claim or causeof action which by law the Executive is not permitted to waive.     5. As to rights, claims and causes of action arising under the ADEA, the Executiveacknowledges that he has been given but not utilized a period of twenty-one (21) days to considerwhether to execute this Agreement. If the Executive accepts the terms hereof and executes thisAgreement, he may thereafter, for a period of seven (7) days following (and not including) the dateof execution, revoke this Agreement as it relates to the release of claims arising under the ADEA.If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and bindingand enforceable against the Executive, on the day next following the day on which the foregoingseven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeitany right to payment of the Severance Payment and/or Pro-Rata Annual Bonus Payment (as such termsare defined in the Employment Agreement), but the remainder of the Employment Agreement shallcontinue in full force.     6. Other than as to rights, claims and causes of action arising under the ADEA, the release ofclaims set forth in this Agreement shall be immediately effective upon execution by the Executive.     7. The Executive acknowledges and agrees that he has not, with respect to any transaction orstate of facts existing prior to the date hereof, filed any complaints, charges or lawsuits againstany Company Released Party with any governmental agency, court or tribunal.     8. The Executive acknowledges that he has been advised to seek, and has had the opportunity toseek, the advice and assistance of an attorney with regard to the release of claims set forth inthis Agreement, and has been given a sufficient period within which to consider the release ofclaims set forth in this Agreement.     9. The Executive acknowledges that the release of claims set forth in this Agreement relatesonly to claims which exist as of the date of this Agreement.
 

 
     10. The Executive acknowledges that the Severance Payments and/or Pro-Rata Annual BonusPayment set forth on Exhibit A he is receiving in connection with the release of claims setforth in this Agreement and his obligations under this Agreement are in addition to anything ofvalue to which the Executive is entitled from the Company and that such payments and the otherbenefits set forth on Exhibit A satisfy the Company’s obligations to the Executive underthe Employment Agreement in connection with the termination of the Executive’s employment with theCompany.     11. Each provision hereof is severable from this Agreement, and if one or more provisionshereof are declared invalid, the remaining provisions shall nevertheless remain in full force andeffect. If any provision of this Agreement is so broad, in scope, or duration or otherwise, as tobe unenforceable, such provision shall be interpreted to be only so broad as is enforceable.     12. This Agreement constitutes the complete agreement of the Parties in respect of the subjectmatter hereof and shall supersede all prior agreements between the Parties in respect of thesubject matter hereof except to the extent set forth herein.     13. The failure to enforce at any time any of the provisions of this Agreement or to requireat any time performance by another party of any of the provisions hereof shall in no way beconstrued to be a waiver of such provisions or to affect the validity of this Agreement, or anypart hereof, or the right of any party thereafter to enforce each and every such provision inaccordance with the terms of this Agreement.     14. This Agreement may be executed in several counterparts, each of which shall be deemed tobe an original, but all of which together shall constitute one and the same instrument. Signaturesdelivered by facsimile shall be deemed effective for all purposes.     15. This Agreement shall be binding upon any and all successors and assigns of the Executiveand the Company.     16. Except for issues or matters as to which federal law is applicable, this Agreement shallbe governed by and construed and enforced in accordance with the laws of the State of New Yorkwithout giving effect to the conflicts of law principles thereof.     17. Capitalized terms used herein have the meanings given them in the Employment Agreementunless otherwise defined herein.
 

 
     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties, allas of July 10, 2009.       EDUCATION MANAGEMENT LLC            By: /s/ Todd S. Nelson     /s/Stephen J. Weiss    Name: Todd S. NelsonSTEPHEN J. WEISS, Individually   Title: Chief Executive OfficerSolely with respect to the Stock Option Agreements described in Section 10 of Exhibit Ahereto.     EDUCATION MANAGEMENT CORPORATION