of Paragraph 6 of
the Employment
3
Agreement apply include those entities listed in Exhibit C of the Employment
Agreement and those additional entities listed on Exhibit 3 to this Agreement.
(b)
Nocchiero and Merisant acknowledge and agree that the
Indemnification Agreement (Exhibit 2 hereto) shall remain in full force and
effect from and after the date hereof as well as after the Separation Date,
without any limitation by any other term or provision of this Agreement.
4.
COMPREHENSIVE RELEASE AND WAIVER OF CLAIMS.
(A)
EXCEPT FOR CLAIMS TO ENFORCE THIS AGREEMENT, THE INDEMNIFICATION
AGREEMENT AND, RESPECTING NOCCHIERO'S ACCRUED AND VESTED BENEFITS, ANY EMPLOYEE
BENEFIT PLAN IN WHICH HE IS A PARTICIPANT IMMEDIATELY PRIOR TO THE DATE HEREOF
(COLLECTIVELY AND INDIVIDUALLY, NOCCHIERO'S RIGHTS UNDER THIS AGREEMENT, THE
INDEMNIFICATION AGREEMENT AND SUCH BENEFIT PLANS ARE REFERRED TO AS "PROTECTED
RIGHTS"), NOCCHIERO AND ANYONE CLAIMING THROUGH HIM OR ON HIS BEHALF AGREE TO
WAIVE, RELEASE, ACQUIT AND FOREVER DISCHARGE MERISANT AND THE OTHER COMPANY
RELEASED PARTIES (AS DEFINED IN SECTION 6 BELOW) WITH RESPECT TO ANY AND ALL
CLAIMS, WHETHER CURRENTLY KNOWN OR UNKNOWN, THAT NOCCHIERO NOW HAS, HAS EVER
HAD, OR MAY EVER HAVE AGAINST ANY OF THE COMPANY RELEASED PARTIES ARISING FROM
OR RELATED TO ANY AGREEMENT, ACT, OMISSION, OR THING OCCURRING OR EXISTING AT
ANY TIME PRIOR TO OR ON THE DATE ON WHICH NOCCHIERO SIGNS THIS AGREEMENT.
EXCEPT FOR NOCCHIERO'S PROTECTED RIGHTS, WITHOUT OTHERWISE LIMITING THE
GENERALITY OF THE FOREGOING, THE CLAIMS RELEASED BY NOCCHIERO HEREUNDER INCLUDE,
BUT ARE NOT LIMITED TO:
(I) ALL CLAIMS FOR OR RELATED IN ANY WAY TO NOCCHIERO'S
EMPLOYMENT, COMPENSATION, OTHER TERMS AND CONDITIONS OF EMPLOYMENT, OR
TERMINATION FROM EMPLOYMENT WITH THE COMPANY, INCLUDING WITHOUT LIMITATION ALL
CLAIMS FOR PAYMENT UNDER ANY COMPANY INCENTIVE PLANS AND CLAIMS FOR SEVERANCE
PAY AND ANY OTHER SEVERANCE BENEFITS; (II) ALL CLAIMS THAT WERE OR COULD HAVE
BEEN ASSERTED BY NOCCHIERO OR ON HIS BEHALF (X) IN ANY FEDERAL, STATE, OR LOCAL
COURT, COMMISSION, OR AGENCY, (Y) UNDER ANY COMMON LAW THEORY, OR (Z) UNDER ANY
EMPLOYMENT, CONTRACT, TORT, FEDERAL, STATE, OR LOCAL LAW, REGULATION, ORDINANCE,
CONSTITUTION, OR EXECUTIVE ORDER; AND (III) ALL CLAIMS THAT WERE OR COULD HAVE
BEEN ASSERTED BY NOCCHIERO OR ON HIS BEHALF ARISING UNDER ANY OF THE FOLLOWING
LAWS, AS AMENDED FROM TIME TO TIME:
THE AGE DISCRIMINATION IN EMPLOYMENT ACT,
TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT,
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, THE FAMILY AND MEDICAL LEAVE ACT OF
1993, THE ILLINOIS HUMAN RIGHTS ACT, AND THE CHICAGO AND COOK COUNTY HUMAN
RIGHTS ORDINANCES.
(B)
EXCEPT FOR CLAIMS TO ENFORCE THIS AGREEMENT, MERISANT, ON BEHALF
OF THE COMPANY AND ALL OF ITS PAST AND PRESENT PARENTS, DIVISIONS, SUBSIDIARIES,
PARTNERSHIPS, AFFILIATES, JOINT VENTURES, JOINT VENTURERS, AND OTHER RELATED
ENTITIES, AND ANYONE CLAIMING THROUGH ANY OF THEM OR ON THEIR BEHALVES
(COLLECTIVELY, "COMPANY RELEASING PARTIES"), AGREES TO WAIVE, RELEASE, ACQUIT
AND FOREVER DISCHARGE NOCCHIERO AND HIS SUCCESSORS, ASSIGNS, SPOUSES,
DESCENDANTS, HEIRS, EXECUTORS AND ATTORNEYS