The payments described in Section 1(a), other than the reimbursement for the COBRA premiums,shall be subject to all required and/or applicable tax withholdings, and the Company shall issue aForm W-2 to the Executive for all such payments. The Company shall issue a Form 1099 to theExecutive by reason of the payment described in Section 1(b).With respect to the lump sum payment described in Section 1(a), the Executive hereby directsthe Company to withhold the following amounts related to the Executive’s federal and state incometax obligation: $4,500 for federal income taxes and $2,000 for state income taxes.The reimbursements described in Section 1(c) shall be paid until the first of the following tooccur: (i) December 29, 2009, or (ii) the date that the Executive determines that he no longerdesires continuation coverage pursuant to COBRA under the Company’s group health insurance plan, or(iii) the date that the Executive becomes eligible to receive health insurance coverage fromanother employer.The Company’s obligation to make any of the reimbursements described in Section 1(c) shallterminate immediately without reinstatement of any obligation of the Company to resume paying orreimbursing the Executive hereunder if the Executive breaches any of the provisions of theEmployment Agreement that survive a termination of his employment (including, but not limited to,any of the provisions of Sections 6, 7, 8 or 9 of the Employment Agreement). In addition, in theevent that the Executive breaches any of such provisions, then he shall immediately repay to theCompany all amounts paid or reimbursed to him pursuant to this Section 1 plus all costs, expensesand reasonable attorneys fees of the Company incurred in pursuing the collection of such amountsand the enforcement of such provisions; provided, however, that any such repaymentby the Executive to the Company shall not prevent, limit or affect the Company’s ability to enforceany of such provisions against the Executive.Section 2. Effective Date. This Agreement is binding upon and effective as tothe Company and the Executive on the date hereof (the “Effective Date”), subject to the Executive’slimited right of revocation as provided in Sections 3(a)(ii) and 3(a)(iii) hereof;provided, however, that the Company shall not be obligated to pay any of theamounts or make any of the reimbursements set forth in Section 1 of this Agreement if Executiveexercises such limited right of revocation.Section 3. Mutual Release of Claims. As a material inducement to the partiesto enter into this Agreement and in consideration of the mutual releases set forth herein, theCompany and the Executive provide the releases as set forth in this Section to the fullest extentpermitted by law.(a) Release of the Company by the Executive. The Executive, for and on behalf ofhimself and his spouse, children, heirs, executors, administrators, representatives, attorneys,insurers, successors and assigns (hereinafter referred to individually and collectively in thisSection 3(a) as the “Executive”), hereby COVENANTS NOT TO SUE or make any demand or claim againstand hereby irrevocably, unconditionally and forever waives with respect to, releases and dischargesthe Company, its subsidiaries and affiliates, its and their respective predecessors and successors,its and their respective former, present and/or future stockholders, members, owners, partners,principals, directors, officers, employees, managers, fiduciaries, administrators, insurers,attorneys, insurers, assigns, representatives and agents, and all parties acting by, through orunder or in concert with any of them (collectively, the “Company Released Parties”) for, fromand/or relating to any and all complaints, claims, demands, liabilities, obligations, debts,charges, expenses, damages, causes of actions, rights of actions, suits, proceedings, promises,agreements and compensation of any nature whatsoever (including, but not limited to, attorneys’fees, interest and costs), whether known or unknown, matured or unmatured, suspected orunsuspected, at law or in equity, or otherwise, that exist as of, or may have existed prior to, theEffective Date. Without limiting the generality of the foregoing, the Executive understands andagrees that this
 
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release includes and constitutes a complete waiver, discharge and release by the Executive in allcapacities (including, but not limited to, as a stockholder, officer, employee, individual orotherwise) of any and all possible claims, suits and actions against each of the Company ReleasedParties based upon, arising out of or in any manner related to the Executive’s employment, orseparation from employment, with the Company and any of its subsidiaries or affiliates; any and allmatters arising or learned prior or subsequent to the Executive’s last day of employment with theCompany; any claim or defense that the Executive could assert against any of the Company ReleasedParties relating to any facts or evidence learned prior or subsequent to the Executive’s last dayof employment with the Company; all employee benefits, salary and other compensation from theCompany or any of its subsidiaries or affiliates; all payments or claims under the Company’sExec-U-Care plan or program; all expenses incurred while employed by the Company; the EmploymentAgreement; the Company’s 2007 Executive Incentive Plan (including the short term incentive programor opportunities and the long term incentive program or opportunities under the 2007 ExecutiveIncentive Plan); the Company’s Short Term Executive Incentive Plan (as amended and restatedeffective January 1, 2002); the Company’s Long Term Executive Incentive Plan (as amended andrestated effective January 1, 2002); any plan, policy, program or promise of compensation oremployee benefits from any of the Company Released Parties; any cash bonus (discretionary orotherwise) from the Company and any of its subsidiaries or affiliates; any award of restrictedstock, stock options or other stock- or equity-based compensation; the Executive’s employment withor termination of employment by the Company or any of its subsidiaries or affiliates; wrongfultermination or discharge; breach of contract; breach of good faith or fair dealing; infliction ofemotional distress; discrimination based on age, race, sex, religion, national origin, disability,veterans status, sexual orientation, gender identity or any other claim of employmentdiscrimination; claims arising under the following laws and amendments thereto, if any: the CivilRights Act of 1866 (42 U.S.C. § 1981), Title VII of the Civil Rights Act of 1964, the Americanswith Disabilities Act, the Age Discrimination in Employment Act of 1967, the Federal RehabilitationAct of 1973, the Family and Medical Leave Act, the Fair Labor Standards Act, the Older WorkersBenefit Protection Act, and the Employee Retirement Income Security Act of 1974; any other federalor state employment law; any federal or state wage and hour laws; all other similar federal, stateor local laws, statutes, rules or regulations; and all other tort or contract claims and othertheories of recovery at law, in equity or otherwise. Notwithstanding the foregoing, this releasedoes not affect, release or waive any claim or action by the Executive (I) for enforcement of thisAgreement, (II) for payment of any vested benefits owed to him under the Company’s employee stockownership plan or its savings plan in accordance with the terms of such plans, (III) under theCompany’s By-Laws or applicable Delaware law, as each may be in effect from time to time, relatingto the indemnification of directors and officers, and (IV) for coverage under the Company’sdirectors and officers liability insurance policy as may be in effect from time to time;provided, however, that with respect to any claim or action under (III) or (IV)above, such indemnification and insurance coverage shall be provided in accordance with theprovisions of the By-Laws, applicable Delaware law and insurance policy as may be in effect fromtime to time and only so long as the Executive has satisfied all standards of conduct, conditionsand other requirements necessary for such indemnification and insurance coverage.(i) The Executive acknowledges that the Company has advised the Executive to consultwith an attorney of the Executive’s own choice prior to signing the release set forthherein, that the Executive has, in fact, engaged an attorney of his own choice, and that theExecutive has had ample time and adequate opportunity to discuss thoroughly all aspects ofthis release with his attorney.(ii) The Executive acknowledges that the Company has advised him that he has a periodof twenty-one (21) days to review and consider the release set forth herein (the “ReviewPeriod”). The Executive understands that he may use as much or all of the Review Period asthe
 
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Executive desires prior to signing this Agreement. Upon the Executive’s signing ofthis Agreement, the remaining period within the Review Period shall terminate and expire,and the Executive shall have seven (7) days thereafter to revoke the release set forthherein only with respect to any claim under the Age Discrimination in Employment Act of1967, as set forth below. The Executive’s decision to execute this Agreement and the timingthereof have been done on a knowing and voluntary basis upon the advice of his own attorneyand not through a threat by the Company to withdraw or alter the terms of this Agreement.(iii) The Executive acknowledges that the Company has advised him that he may revokethe release set forth herein within seven (7) days after signing this Agreement (the“Revocation Period”) only with respect to any claim under the Age Discrimination inEmployment Act of 1967. All other portions and provisions of this Agreement (including, butnot limited to, the release) are not subject to revocation or rescission by the Executivefollowing the execution of this Agreement.ANY SUCH REVOCATION MUST BE IN WRITING AND RECEIVED BY THE COMPANY AT THE FOLLOWING ADDRESSNOT LATER THAN THE CLOSE OF BUSINESS ON THE SEVENTH (7TH) DAY FOLLOWING THE DATEOF EXECUTION OF THIS RELEASE:Chromcraft Revington, Inc.