This Agreement is effective as to and binding upon Company and Executive on the date hereof(“Effective Date”), subject to Executive’s limited right of revocation as provided in Sections3(a)(ii) and 3(a)(iii) hereof; provided, however, that the Company shall not beobligated to pay any of the amounts set forth in this Section 1 if Executive exercises such limitedright of revocation.Section 2. Default. In the event that Company fails or refuses to pay anyamount listed in Section 1 for any reason whatsoever on the day on which such payment is due toExecutive and such amount remains unpaid for two (2) business days, then (a) any and all unpaidamounts listed in Section 1 shall, without demand, protest or notice of any kind (all of whichCompany waives), be immediately due and payable and bear interest at the rate of twelve percent(12%) per annum until such unpaid amount(s) is paid to Executive, (b) Executive shall be releasedfrom any and all of his obligations under the Employment Agreement and Separation Agreement (otherthan Executive’s covenants relating to intellectual property and non-disclosure of confidentialinformation, which shall continue in effect and be binding upon Executive), and (c) Executive shallbe entitled to recover from Company, in any action at law or in equity to collect any such unpaidamount(s), all reasonable costs, expenses and attorneys’ fees incurred by him in any such action.The rights and remedies of Executive stated herein are cumulative and not exclusive of any rightsor remedies otherwise available to Executive.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, Companyand Executive provide the releases as set forth in this Section to the fullest extent permitted bylaw.(a) Release of Company by Executive. Executive, for and on behalf of himself and hisspouse, heirs, executors, administrators, representatives, attorneys, insurers, successors andassigns (hereinafter referred to individually and collectively in this Section 3(a) as“Executive”), hereby COVENANTS NOT TO SUE or make any demand or claim against and herebyirrevocably, unconditionally and forever waives with respect to, releases and discharges Company,its subsidiaries and affiliates, its and their respective predecessors and successors, its andtheir respective former, present and/or future stockholders, members, owners, partners, principals,directors, officers, employees, managers, fiduciaries, administrators, insurers, attorneys,assigns, representatives and agents, and all parties acting by, through or under or in concert withany of them (collectively, the “Company Released Parties”) for, from and/or relating to any and allcomplaints, claims, demands, liabilities, obligations, debts, charges, damages, causes of actions,rights of actions, suits, proceedings, promises, agreements and compensation of any naturewhatsoever (including, but not limited to, attorneys’ fees, interest and costs), whether known orunknown, matured or unmatured, suspected or unsuspected, at law or in equity, or otherwise, thatexist as of, or may have existed prior to, the Effective Date. Without limiting the generality ofthe foregoing, Executive understands and agrees that this release includes and constitutes acomplete waiver, discharge and release by Executive in all capacities (including, but not limitedto, as a stockholder, director, officer, employee, individual or otherwise) of any and all possibleclaims, suits and actions against each of the Company Released Parties based upon, arising out ofor in any manner related to Executive’s employment or separation from employment with Company andany of its subsidiaries or affiliates; any and all matters arising or learned prior or subsequentto Executive’s last day of employment with Company; any of the Prior Events; any claim or defensethat Executive could assert against any of the Company Released Parties relating to any PriorEvents or any facts or evidence learned prior or subsequent to Executive’s last day of employmentwith Company; any employee benefits, salary and other compensation from Company and any of itssubsidiaries or affiliates; the Employment Agreement; the Separation Agreement; the Company’s 2007Executive Incentive Plan (including the short term incentive program or opportunities and the longterm incentive program or opportunities under the 2007 Executive Incentive Plan); the Company’sShort Term Executive Incentive Plan (as amended and restated effective January 1, 2002); theCompany’s Long Term Executive Incentive Plan (as amended and restated
 
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effective January 1, 2002); any plan, policy, program or promise of compensation or employeebenefits from any of the Company Released Parties; any cash bonus (discretionary or otherwise) fromCompany and any of its subsidiaries or affiliates; all claims under the Exec-U-Care program of theCompany and all reimbursements for health insurance premiums relating to continuation coveragepursuant to COBRA; any award of restricted stock, stock options or other stock- or equity-basedcompensation; Executive’s employment with or termination of employment by Company or any of itssubsidiaries or affiliates; wrongful termination or discharge; breach of contract; breach of goodfaith or fair dealing; infliction of emotional distress; discrimination based on age, race, sex,religion, national origin, disability, veterans status, sexual orientation, gender identity or anyother claim of employment discrimination; claims arising under the following laws and amendmentsthereto, if any: the Civil Rights Act of 1866 (42 U.S.C. § 1981), Title VII of the Civil Rights Actof 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, theFederal Rehabilitation Act of 1973, the Family and Medical Leave Act, the Fair Labor Standards Act,the Older Workers Benefit Protection Act, and the Employee Retirement Income Security Act of 1974;any other federal or state employment law; any federal or state wage and hour laws; all othersimilar federal, state or local laws, statutes, rules or regulations; and all other tort orcontract claims and other theories of recovery at law, in equity or otherwise. Notwithstanding theforegoing, this release does not affect, release or waive (I) any claim or action by Executive forenforcement of this Agreement, (II) any claim by Executive for indemnification under Company’sBy-Laws or applicable Delaware law, as each may be in effect from time to time, relating to theindemnification of directors and officers, and (III) any claim by Executive for coverage underCompany’s directors 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 (II) or (III)above, such indemnification and insurance coverage shall be provided in accordance with theprovisions of the By-Laws, applicable Delaware law and the insurance policy as may be in effectfrom time to time and only so long as Executive has satisfied all standards of conduct, conditionsand other requirements necessary for such indemnification and insurance coverage.(i) Executive acknowledges that Company has advised Executive to consult with anattorney of Executive’s own choice prior to signing the release set forth herein, thatExecutive has, in fact, engaged an attorney of his own choice, and that Executive has hadample time and adequate opportunity to discuss thoroughly all aspects of this release withhis attorney.(ii) Executive acknowledges that Company has advised him that he has a period oftwenty-one (21) days to review and consider the release set forth herein (the “ReviewPeriod”). Executive understands that he may use as much or all of the Review Period asExecutive desires prior to signing this Agreement. Upon Executive’s signing of thisAgreement, the remaining period within the Review Period shall terminate and expire, andExecutive shall have seven (7) days thereafter to revoke the release set forth herein onlywith respect to any claim under the Age Discrimination in Employment Act of 1967, as setforth below. Executive’s decision to execute this Agreement and the timing thereof havebeen done on a knowing and voluntary basis upon the advice of his own attorney and notthrough a threat by Company to withdraw or alter the terms of this Agreement.(iii) Executive acknowledges that Company has advised him that he may revoke therelease set forth herein within seven (7) days after signing this Agreement (the “RevocationPeriod”) only with respect to any claim under the Age Discrimination in Employment Act of1967. All other portions and provisions of this Agreement (including, but not limited to,the release contained herein) are not subject to revocation or rescission by the Executivefollowing the execution of this Agreement.
 
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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.