the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, theNational Labor Relations Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, theOccupational Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the CivilRights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income SecurityAct of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the EqualPay Act of 1963, the Massachusetts Fair Employment Practices Act, M.G.L. c. 151B, and theMassachusetts Civil Rights Act, all as amended, (ii) those arising under common law, including butnot limited to claims or suits for intentional interference with contractual relations, breach ofthe implied covenant of good faith and fair dealing, breach of contract, wrongful termination,negligent supervision, negligence, intentional and negligent infliction of emotional distress,defamation, false imprisonment, libel, and slander, and (iii) any other action or grievance againstthe other party based upon any conduct whatsoever, which has happened, developed, or occurredbefore the signing of this Agreement. It is expressly agreed and understood that the releasecontained here is a GENERAL RELEASE. In the event that you institute any action hereby released orto which you have agreed not to sue, the claim shall be dismissed immediately upon presentation ofthis Agreement. Subject to the provisions of Section 5, you further agree not to institute anycharge, complaint, or lawsuit to challenge the validity of this Agreement or the circumstancessurrounding its execution.     b. This agreement is intended to comply with the Older Workers Benefit Protection Act of 1990with regard to your waiver of rights under the ADEA. (i) You are specifically waiving rights and claims underthe ADEA.  (ii) The waiver of rights and claims under the ADEA does notextend to any rights or claims arising after the date you execute thisAgreement.  (iii) You acknowledge that the Company has advised you inwriting to consult with an attorney prior to signing this Agreement. Youfurther acknowledge that you have had the opportunity to consult with anattorney of your choice with respect to all terms and conditions set forthin this Agreement and to have the advice of counsel with respect to yourdecision to sign and enter into this Agreement.  (iv) You acknowledge that the Company offered you forty-five(45) days to consider the terms and conditions of this Agreement, toconsult with counsel of your choice, and to decide whether to sign andenter into this Agreement.  (v) You have seven (7) days after your execution of thisAgreement to revoke your acceptance of it. Any such revocation must bereceived in writing within the seven (7)-day revocation period by theCompany’s attorney, Kent Sinclair, Esq., Seyfarth Shaw, World Trade CenterEast, Two Seaport Lane, Suite 300, Boston, MA 02210. You and the Companyacknowledge and agree that this Agreement is neither effective norenforceable and neither party is obligated to perform the promisescontained herein in the event that the Agreement is revoked or untilexpiration of the seven (7)-day revocation period (the “Effective Date”).     c. You forever release and discharge the Company from any and all liability to employ you inany capacity and any and all claims of a right to reinstatement.5. Covenant Not to Sue. You represent and warrant that you have not filed anycomplaints, charges, or claims for relief against the Company with any local, state or federalcourt or administrative agency. Except as set forth in Section 6, you agree and covenant not tosue or bring any claims or charges against the Company with respect to any matters arising out ofor relating to your employment with or separation from the Company, other than enforcement of theterms of this Agreement. Except as set forth in Section 6, in the event that you on your behalfinstitute any such action, that claim shall be dismissed upon presentation of this Agreement andyou shall reimburse the Company for all legal fees and expenses incurred in defending such claimand obtaining its dismissal.
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6. Exclusion. In the event that a charge or complaint is filed with anyadministrative agency or in the event of an authorized investigation, charge or lawsuit filed byany administrative agency, you expressly waive and shall not accept any award or damages therefrom.7. Nonadmissions Clause. It is understood and agreed that this Agreement doesnot constitute any admission by the Company that any action taken with respect to you was unlawfulor wrongful, or that such action constituted a breach of contract or violated any federal or statelaw, policy, rule or regulation.8. Nondisclosure of this Agreement. Except as set forth in Section 6, youexpressly agree, and hereby instruct your attorney and immediate family, if any, that the natureand terms of this Agreement are confidential, and expressly agree not to discuss or disclose them,or the facts and contentions contained therein, without the prior written consent of the Company,with or to any person, except to the Internal Revenue Service, state tax authorities, youraccountant or tax advisor, your attorneys, your immediate family, your healthcare provider, or asrequired by law.9. Nondisparagement. Both parties (Tom Herlihy or the Company) agree they willnot disparage or make negative statements about each other or any of its officers, directors,agents, employees, successors and assigns.10. Breach. You agree that in the event you institute legal proceedings toenforce this Agreement, you agree that the sole remedy available to you shall be enforcement of theterms of this Agreement and/or a claim for damages resulting from the breach of this Agreement, butthat under no circumstances shall you be entitled to receive or collect any damages for claims thatyou have released under this Agreement in accordance with the General Release contained in Section4 of this Agreement.11. Representations. You acknowledge that in exchange for entering into thisAgreement you have received good and valuable consideration in excess of that to which you wouldotherwise have been entitled in the absence of this Agreement. This consideration includes, but isnot limited to; the Company’s continuing your salary as described in Section 2 and the benefits asdescribed in Section 3. You further acknowledge the sufficiency of that consideration.12. Severability. If any of the terms of this Agreement shall be held to beinvalid and unenforceable, the remaining terms of this Agreement are severable and shall not beaffected thereby.13. Entire Agreement. This Agreement constitutes the entire agreement betweenyou and the Company about or relating to your termination of employment from the Company, or theCompany’s obligations to you with respect to your termination and fully supersedes any and allprior agreements or understanding between the parties. The terms of this Agreement are contractualin nature and not a mere recital, and they shall take effect as a sealed document. This Agreementshall be governed by the laws of the Commonwealth of Massachusetts, without reference to conflictsof law rules, and may not be changed orally, but only by agreement in writing signed by bothparties. The parties’ attest that no other representations were made regarding this Agreementother than those contained herein.MicroFinancial Inc.         By:  /s/ Stephen J. Constantino By:  /s/ Thomas Herlihy         Stephen J. Constantino   Mr. Thomas Herlihy  Vice President Human Resources             Date: May 27, 2009   Date: May 28, 2009       
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