Common use of Claims Released Clause in Contracts

Claims Released. Executive understands and agrees that Executive is releasing all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Released Parties (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member or manager of any Released Party, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Released Party, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Released Parties, or any of them, committed or omitted prior to the date of this Agreement, including but not limited to any claim under Tennessee law, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement and Income Security Act of 1974, and all other federal, state, or local laws or regulations prohibiting employment discrimination or retaliation or protecting employee rights as well as claims for other tortious or unlawful conduct (the “Claims”); provided, however, that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executive, to the extent that such awards continue after the termination of Executive’s employment or services with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment or services); (2) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); or (5) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law. For clarity, and as required by law, such waiver does not prevent Executive from filing a whistleblower claim or accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.

Claims Released. Executive understands and agrees that Executive is releasing all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Released Parties (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member or manager of any Released Party, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Released Party, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Released Parties, or any of them, committed or omitted prior to the date of this Agreement, including but not limited to any claim under Tennessee law, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement and Income Security Act of 1974, and all other federal, state, or local laws or regulations prohibiting employment discrimination or retaliation or protecting employee rights as well as claims for other tortious or unlawful conduct (the “Claims”); provided, however, that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executive, to the extent that such awards continue after the termination of Executive’s employment or services with the Company in accordance with the applicable terms of such awards awards, including any vesting provided in Section 3(B) (and subject to any limited period in which to exercise such awards following such termination of employment or services); (2) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); or (5) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law. For clarity, and as required by law, such waiver does not prevent Executive from filing a whistleblower claim or accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.

Claims Released. Executive understands In exchange for the consideration granted to him by and agrees that Executive is releasing through this Release, ▇▇▇▇▇▇▇, for himself and for his heirs, executors, administrators, successors, assigns, and trustees, irrevocably and unconditionally covenants not to ▇▇▇ and releases NorthWestern; its current, former, and future parent, subsidiary, and related companies; its current and former directors, trustees, officers, employees, agents, attorneys, successors, and assigns; and all claimspersons acting by, wagesthrough, demandsunder, rights, liens, agreements or contracts in concert with any of them (written or oral), covenants, the “Released Parties”) from all actions, suits, causes of action, obligationssuits, debts, costscharges, expensescomplaints, attorneys’ feesclaims, obligations, promises, contracts, agreements, controversies, damages, judgments, orders rights, costs, losses, expenses, liabilities, and liabilities demands of whatever kind or nature in law, equity or otherwiseany nature, whether now known or unknown, suspected whether actual or unsuspectedpotential, and whether specifically mentioned herein or not concealed not, in law or hidden which he now owns equity, whether statutory or holds common law, whether federal, state, local, or he otherwise, as a result of any act that has at any time heretofore owned or held or may in the future hold as against any of said Released Parties (occurred, including, without limitation, any Claim claim that ▇▇▇▇▇▇▇ may have arising out of or in any way connected related to his employment with Executive’s service as an officer, director, employee, member or manager of any Released Party, Executive’s separation from Executive’s position NorthWestern (“Claims”). ▇▇▇▇▇▇▇ is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as an officer, director, employee, manager and/or memberof the Separation Date with no further benefits or payments to be provided thereunder: any and all claims under the WARN Act, as applicableamended; any and all claims of wrongful discharge or breach of contract; any and all claims for equitable estoppel, of except as provided in Section 1 above; any Released Partyand all claims for employee benefits, or any other transactionsincluding, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Released Parties, or any of them, committed or omitted prior to the date of this Agreement, including but not limited to to, any claim and all claims under Tennessee lawthe Employee Retirement Income Security Act of 1974, as amended; any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Older Worker’s Benefit Protection Act, under the Civil Rights Act of 1866, 42 U.S.C. § 1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement and Income Security Act of 1974, and all other federal, state, or local laws or regulations prohibiting employment discrimination or retaliation or protecting employee rights as well as claims for other tortious or unlawful conduct (the “Claims”); provided, however, that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executive, to the extent that such awards continue after the termination of Executive’s employment or services with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment or services); (2) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); or (5) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 19861990, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law. For clarity, and as required by law, such waiver does not prevent Executive from filing a whistleblower claim or accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended; any and all claims under the Fair Labor Standards Act, as amended, 29 U.S.C. § 201, et seq.; the Wrongful Discharge from Employment Act, 39-2-901, et seq., MCA, any and all claims under any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith, including 27-1-221, MCA, or any federal, state, or local laws prohibiting employment discrimination, such as in the States of South Dakota and Montana; any and all claims under any federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law; any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, or prima facie tort; and any and all claims for injunctive or declaratory relief or for monetary recovery, including, but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorney fees, expert fees, disbursements, and costs against the Released Parties that ▇▇▇▇▇▇▇ ever had, now has, or hereafter can, shall, or may have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of ▇▇▇▇▇▇▇’▇ execution of this Release. ▇▇▇▇▇▇▇ agrees and acknowledges that NorthWestern has previously paid all sums owed to him including, but not limited to, wages, salary, bonuses, commissions, overtime, business expenses, allowances, vacation pay, holiday pay, sick pay, and other benefits and perquisites as a result of his employment with NorthWestern. ▇▇▇▇▇▇▇ further acknowledges that the separation payment described herein is in addition to any payment, benefit, or other thing of value to which he would be entitled under any policy, plan, or procedure of NorthWestern. ▇▇▇▇▇▇▇ also expressly waives any right or claim that he may have or may assert to payment for salary, wages, back pay, front pay, interest, bonuses, damages, accrued vacation, accrued sick leave, accrued personal leave, medical, dental, optical or hospitalization benefits, pension plan contributions, thrift savings plan contributions or benefits, education benefits, life insurance benefits, overtime, compensatory time, outplacement, settlement pay, attorneys’ fees, disbursements, and/or costs. ▇▇▇▇▇▇▇ agrees that he has no plans, basis, or intent to file or initiate, and that he will never file or initiate, any lawsuit, complaint, or claim against the released parties. ▇▇▇▇▇▇▇ represents that he has not filed any administrative charge of discrimination to-date against any of the released parties. However, notwithstanding any other provision herein, ▇▇▇▇▇▇▇ acknowledges that this waiver of claims only applies to claims he is legally permitted to release and, as such, does not preclude him from filing a charge of discrimination against the released parties, though he agrees that he will not be able to recover and will not seek to recover any damages if he does file such a charge, or if he has filed such a charge. ▇▇▇▇▇▇▇ agrees that in the event any claim, suit, or action would be commenced against NorthWestern arising out of any charge, claim or cause of action of any nature whatsoever, known or unknown, including, but not limited to, claims, suits, or actions relating to ▇▇▇▇▇▇▇’▇ employment with or separation of employment from NorthWestern, through the date this Release is signed, this Release shall constitute a complete defense against any such claims, suits, or actions so commenced. Notwithstanding any provision to the contrary, this subsection shall not apply to the following: (a) challenges to the portions of the Release relating to the ADEA or state law claims of age discrimination, to the extent, if any, prohibited by applicable law; (b) claims to enforce ▇▇▇▇▇▇▇’▇ rights under this Release; (c) claims that cannot legally be released by private agreement under applicable law; (d) claims by ▇▇▇▇▇▇▇ for benefits under benefit plans in which he maintains an interest as a former employee of NorthWestern and which he has not expressly released herein; and (e) all rights and claims of contribution and indemnification ▇▇▇▇▇▇▇ may have whether under this Release, under NorthWestern’s Bylaws, by common law, by statute, or otherwise; and (f) all rights or claims ▇▇▇▇▇▇▇ may have under any policies of directors and officers liability insurance. NorthWestern hereby releases ▇▇▇▇▇▇▇ and his heirs, successors, or assigns from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorney fees, liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has occurred (all hereinafter referred to as “NorthWestern Claims”). NorthWestern will never file any lawsuit, complaint, or claim against ▇▇▇▇▇▇▇ based on any NorthWestern Claims. Notwithstanding any provision to the contrary, this subsection shall not apply to (a) claims to enforce NorthWestern’s rights under this Release or (b) claims that ▇▇▇▇▇▇▇ has committed or engaged in fraud, willful misconduct, or criminal activity.

Claims Released. Executive understands Executive, on his own behalf and agrees that Executive is releasing all on behalf of Executive’s heirs, successors and assigns, hereby releases and discharges the Company and its Affiliates (as defined in the Severance Plan), and their respective past, present, or future parents, subsidiaries and affiliates, regardless of the form of entity in which maintained, shareholders, officers, directors, managers, members, partners, owners, agents, trustees, administrators, insurers, attorneys, employees, and employee benefit plans or funds and their fiduciaries, including any predecessors, successors and/or assigns thereto (collectively, the “Protected Parties”) from any claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders action and liabilities of whatever any kind (including attorneys’ fees and costs), whether based in law or nature equity, whether contractual or based in common or statutory law, equity or otherwiseincluding federal, whether now known or unknown, suspected or unsuspectedstate, and whether or not concealed or hidden which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Released Parties (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member or manager of any Released Party, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Released Party, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever)local laws, whether known or unknown, suspected or unsuspectedwhich Executive had, resulting from any act or omission by or on the part of said Released Partiesmay now have, or any of themhereafter may have, committed or omitted prior against the Protected Parties based upon facts occurring up to and including the date of the execution of this Agreement, other than the claims retained as provided in Section 1.2 hereof. Without limiting the generality of the foregoing, Executive hereby specifically releases and discharges the Protected Parties from: a. Any claims relating to Executive’s employment by the Protected Parties, including the termination thereof, the terms and conditions of such employment, employee benefits and compensation related to such employment, and/or any of the events relating, directly or indirectly, to or surrounding Executive’s termination, including but not limited to any claim claims for discriminatory, wrongful or retaliatory discharge, breach of contract, tort, defamation, slander, and emotional distress; and b. Any claims of discrimination, harassment, whistle blowing or retaliation in connection with Executive’s employment, and the termination thereof, whether arising under Tennessee federal, state or local law, including, without limitation, all claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Actas amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Rehabilitation Act of 1973, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement and Income Security Act of 1974, and all other federalas amended, statethe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or local laws or regulations prohibiting employment discrimination or retaliation or protecting employee rights as well as claims for other tortious or unlawful conduct (the “Claims”); provided, however, that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executiveand, to the extent that such awards continue after the termination of Executive’s employment or services with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment or services); (2) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director the Age Discrimination in Employment Act of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); or (5) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 19861967, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law. For clarity, and as required by law, such waiver does not prevent Executive from filing a whistleblower claim or accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Older Workers’ Benefit Protection Act of 19341990, as amended. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.

Claims Released. Executive understands In exchange for the benefits payable, C▇▇▇▇▇▇▇, for herself and agrees that Executive is releasing for her heirs, executors, administrators, successors, assigns, and trustees, irrevocably and unconditionally covenants not to s▇▇ and releases NorthWestern; its current, former, and future parent, subsidiary, and related companies; its current and former directors, trustees, officers, employees, agents, attorneys, successors, and assigns; and all claimspersons acting by, wagesthrough, demandsunder, rights, liens, agreements or contracts in concert with any of them (written or oral), covenants, the “Released Parties”) from all actions, suits, causes of action, obligationssuits, debts, costscharges, expensescomplaints, attorneys’ feesclaims, obligations, promises, contracts, agreements, controversies, damages, judgments, orders rights, costs, losses, expenses, liabilities, and liabilities demands of whatever kind or nature in law, equity or otherwiseany nature, whether now known or unknown, suspected whether actual or unsuspectedpotential, and whether specifically mentioned herein or not concealed not, in law or hidden which he now owns equity, whether statutory or holds common law, whether federal, state, local, or he otherwise, as a result of any act that has at any time heretofore owned or held or may in the future hold as against any of said Released Parties (occurred, including, without limitation, any Claim claim that C▇▇▇▇▇▇▇ may have arising out of or in any way connected related to her employment with Executive’s service as an officer, director, employee, member or manager of any Released Party, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Released Party, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverNorthWestern (“Claims”), whether known or unknown, suspected or unsuspected, resulting from except C▇▇▇▇▇▇▇ is not releasing any act or omission by or on the part of said Released Parties, or former employee whose employment was terminated during May 2009 for any of them, committed or omitted prior to claims arising after the date of this Agreementhis or her termination of employment. Waiver & Release Agreement Initials MEC C▇▇▇▇▇▇▇ is releasing the following claims which include, including without limitation, claims under her original employment terms, which are canceled as of the Severance Date with no further benefits or payments to be provided thereunder: any and all claims under the WARN Act, as amended; any and all claims of wrongful discharge or breach of contract; any and all claims for equitable estoppel, except as provided in Section 1 above; any and all claims for employee benefits, including, but not limited to to, any claim and all claims under Tennessee lawthe Employee Retirement Income Security Act of 1974, as amended; any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Older Worker’s Benefit Act, under the Civil Rights Act of 1866, 42 U.S.C. § 1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement and Income Security Act of 1974, and all other federal, state, or local laws or regulations prohibiting employment discrimination or retaliation or protecting employee rights as well as claims for other tortious or unlawful conduct (the “Claims”); provided, however, that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executive, to the extent that such awards continue after the termination of Executive’s employment or services with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment or services); (2) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); or (5) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 19861990, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law. For clarity, and as required by law, such waiver does not prevent Executive from filing a whistleblower claim or accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended; any and all claims under the Fair Labor Standards Act, as amended, 29 U.S.C. § 201, et seq.; any and all claims under any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any claim filed in NorthWestern’s bankruptcy proceedings; any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law; any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, or prima facie tort; and any and all claims for monetary recovery, including, but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorney fees, expert fees, disbursements, and costs against the Released Parties that C▇▇▇▇▇▇▇ ever had, now has, or hereafter can, shall, or may have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of C▇▇▇▇▇▇▇’▇ execution of this Release. C▇▇▇▇▇▇▇ will never file any lawsuit, complaint, or claim involving such released matters. C▇▇▇▇▇▇▇ represents that she has not filed any administrative charge of discrimination to date. However, notwithstanding any other provision herein, C▇▇▇▇▇▇▇ acknowledges that this waiver of claims only applies to claims she is legally permitted to release and, as such, does not preclude her from filing a charge of discrimination, though she will not be able to recover any damages if she does file such a charge or if she has filed such a charge. Notwithstanding any provision to the contrary, this subsection shall not apply to the following: (a) challenges to the ADEA release to the extent, if any, prohibited by applicable law; (b) claims to enforce C▇▇▇▇▇▇▇’▇ rights under this Release; (c) claims that cannot legally be released under applicable law; (d) to claims by C▇▇▇▇▇▇▇ for benefits under benefit plans in which she maintains an interest as a former employee of NorthWestern; (e) all rights or claims of contribution and of indemnification C▇▇▇▇▇▇▇ may have under the Indemnification Agreement between NorthWestern and C▇▇▇▇▇▇▇ dated November 16, 2009; (f) all additional or other rights and claims of contribution and indemnification C▇▇▇▇▇▇▇ may have whether under this Release, under NorthWestern’s Bylaws, by common law, by statute, or otherwise; and (g) all rights or claims C▇▇▇▇▇▇▇ may have under any policies of directors and officers liability insurance. Waiver & Release Agreement Initials MEC NorthWestern hereby releases C▇▇▇▇▇▇▇ and her heirs, successors, or assigns from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorney fees, liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has occurred (all hereinafter referred to as “NorthWestern Claims”). NorthWestern will never file any lawsuit, complaint, or claim based on any NorthWestern Claims, and NorthWestern will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply to (a) claims to enforce NorthWestern’s rights under this Release or (b) claims that C▇▇▇▇▇▇▇ has committed fraud or willful misconduct.

Claims Released. Executive understands In exchange for the benefits payable, S▇▇▇▇▇ for himself, his heirs, executors, administrators, successors, assigns and agrees that Executive is releasing trustees irrevocably and unconditionally releases NWEC, its current, former and future, parent, subsidiary and related companies, its directors, trustees, officers, employees, agent, attorneys, successors, and assigns, and all claimspersons acting by, wagesthrough, demandsunder, rights, liens, agreements or contracts in concert with any of them (written or oralthe “Released Parties”), covenants, from all actions, suits, causes of action, obligationssuits, debts, costscharges, expensescomplaints, attorneys’ feesclaims, obligations, promises, contracts, agreements, controversies, damages, judgments, orders rights, costs, losses, expenses, liabilities and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Released Parties (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member or manager demands of any Released Party, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Released Party, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever)nature, whether known or unknown, suspected whether actual or unsuspectedpotential, resulting from whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation that S▇▇▇▇▇ may have arising out of or omission by related to his employment with or on separation from, NWEC (“Claims”). The Claims S▇▇▇▇▇ is releasing include, without limitation, claims under his original employment terms, which are canceled as of the part Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of said Released Partieswrongful discharge or breach of contract, or any of themand all claims for equitable estoppel, committed or omitted prior to the date of this Agreementany and all claims for employee benefits, including including, but not limited to to, any claim and all claims under Tennessee lawthe Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment ActAct of 1967, as amended, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement and Income Security Dis­abilities Act of 1974, and all other federal, state, or local laws or regulations prohibiting employment discrimination or retaliation or protecting employee rights as well as claims for other tortious or unlawful conduct (the “Claims”); provided, however, that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executive, to the extent that such awards continue after the termination of Executive’s employment or services with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment or services); (2) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); or (5) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 19861990, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law. For clarity, and as required by law, such waiver does not prevent Executive from filing a whistleblower claim or accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2-901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, any claim filed in NWEC’s bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, inten­tional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and puni­tive damages, and attorneys’ fees, experts’ fees, disbursements and costs which against the Released Parties, that S▇▇▇▇▇ ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of S▇▇▇▇▇’▇ execution of this Release. S▇▇▇▇▇ will never file any lawsuit, complaint or claim based on any Claims, and S▇▇▇▇▇ will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. S▇▇▇▇▇ promises never to seek any damages, remedies, or other relief for himself personally (any right to which S▇▇▇▇▇ hereby waives) by filing or prosecuting a charge with any administrative agency with respect to the Claims purportedly released by this Release. This subsection shall not apply to challenges to the ADEA release, to the extent, if any, prohibited by applicable law.

Claims Released. Executive understands In exchange for the benefits payable, ▇▇▇▇▇ for himself, his heirs, executors, administrators, successors, assigns and agrees that Executive is releasing trustees irrevocably and unconditionally releases NWEC, its current, former and future, parent, subsidiary and related companies, its directors, trustees, officers, employees, agent, attorneys, successors, and assigns, and all claimspersons acting by, wagesthrough, demandsunder, rights, liens, agreements or contracts in concert with any of them (written or oralthe "Released Parties"), covenants, from all actions, suits, causes of action, obligationssuits, debts, costscharges, expensescomplaints, attorneys’ feesclaims, obligations, promises, contracts, agreements, controversies, damages, judgments, orders rights, costs, losses, expenses, liabilities and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Released Parties (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member or manager demands of any Released Party, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Released Party, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever)nature, whether known or unknown, suspected whether actual or unsuspectedpotential, resulting from whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation that ▇▇▇▇▇ may have arising out of or omission by related to his employment with or on separation from, NWEC ("Claims"). ▇▇▇▇▇ is releasing the part following claims which include, without limitation, claims under his original employment terms, which are canceled as of said Released Partiesthe Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any of themand all claims for equitable estoppel, committed or omitted prior to the date of this Agreementexcept as provided in Section 1 above, including any and all claims for employee benefits, including, but not limited to to, any claim and all claims under Tennessee lawthe Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment ActAct of 1967, as amended, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement and Income Security Act of 1974, and all other federal, state, or local laws or regulations prohibiting employment discrimination or retaliation or protecting employee rights as well as claims for other tortious or unlawful conduct (the “Claims”); provided, however, that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executive, to the extent that such awards continue after the termination of Executive’s employment or services with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment or services); (2) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); or (5) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 19861990, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law. For clarity, and as required by law, such waiver does not prevent Executive from filing a whistleblower claim or accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2­901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, any claim filed in NWEC's bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorneys' fees, experts' fees, disbursements and costs which against the Released Parties, that ▇▇▇▇▇ ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of ▇▇▇▇▇'▇ execution of this Release. ▇▇▇▇▇ will never file any lawsuit, complaint or claim based on any Claims, and ▇▇▇▇▇ will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. ▇▇▇▇▇ promises never to seek any damages, remedies, or other relief for himself personally (any right to which ▇▇▇▇▇ hereby waives) by filing or prosecuting a charge with any administrative agency with respect to the Claims purportedly released by this Release. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to challenges to the ADEA release, to the extent, if any, prohibited by applicable law; (b) to claims to enforce ▇▇▇▇▇'▇ rights under this Agreement, (c) to claims that cannot legally be released under applicable law; (d) to claims by ▇▇▇▇▇ for benefits under benefit plans in which he maintains an interest as a former employee of NWEC, (e) to all rights and claims of contribution and of indemnification ▇▇▇▇▇ may have, whether under this Agreement, under the NWEC's Bylaws, by common law, statute, or otherwise, and (f) to rights and claims ▇▇▇▇▇ may have under any policies of directors and officers liability insurance. NWEC hereby releases ▇▇▇▇▇ and his heirs, successors or assigns, from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorneys' fees, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as "NWEC Claims"). NWEC further will never file any lawsuit, complaint, or claim based on any NWEC Claims, and NWEC will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to claims to enforce NWEC's rights under this Agreement, and (b) to claims that ▇▇▇▇▇ has committed fraud or willful misconduct.

Claims Released. Executive understands In exchange for the benefits payable, ▇▇▇▇▇▇▇ for himself, his heirs, executors, administrators, successors, assigns and agrees that Executive is releasing trustees irrevocably and unconditionally covenants not to ▇▇▇ and releases NWEC, its current, former and future, parent, subsidiary and related companies, its current and former directors, trustees, officers, employees, agents, attorneys, successors, and assigns, and all claimspersons acting by, wagesthrough, demandsunder, rights, liens, agreements or contracts in concert with any of them (written or oralthe “Released Parties”), covenants, from all actions, suits, causes of action, obligationssuits, debts, costscharges, expensescomplaints, attorneys’ feesclaims, obligations, promises, contracts, agreements, controversies, damages, judgments, orders rights, costs, losses, expenses, liabilities and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Released Parties (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member or manager demands of any Released Party, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Released Party, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever)nature, whether known or unknown, suspected whether actual or unsuspectedpotential, resulting from whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation that ▇▇▇▇▇▇▇ may have arising out of or omission by related to his employment with or on separation from, NWEC (“Claims”). ▇▇▇▇▇▇▇ is releasing the part following claims which include, without limitation, claims under his original employment terms, which are canceled as of said Released Partiesthe Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any of themand all claims for equitable estoppel, committed or omitted prior to the date of this Agreementexcept as provided in Section 1 above, including any and all claims for employee benefits, including, but not limited to to, any claim and all claims under Tennessee lawthe Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended under the Older Worker’s Benefit Act, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement and Income Security Act of 1974, and all other federal, state, or local laws or regulations prohibiting employment discrimination or retaliation or protecting employee rights as well as claims for other tortious or unlawful conduct (the “Claims”); provided, however, that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executive, to the extent that such awards continue after the termination of Executive’s employment or services with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment or services); (2) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); or (5) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 19861990, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law. For clarity, and as required by law, such waiver does not prevent Executive from filing a whistleblower claim or accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Montana Wrongful Discharge from Employment Act, 39-2-901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota and Montana, any claim filed in NWEC's bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorneys’ fees, experts’ fees, disbursements and costs which against the Released Parties, that ▇▇▇▇▇▇▇ ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of ▇▇▇▇▇▇▇’▇ execution of this Release. ▇▇▇▇▇▇▇ will never file any lawsuit, complaint or claim. ▇▇▇▇▇▇▇ represents that he has not filed any administrative charge of discrimination to date. However, notwithstanding any other provision herein, ▇▇▇▇▇▇▇ acknowledges that this waiver of claims only applies to claims he is legally permitted to release, and, as such, does not preclude him from filing a charge of discrimination, though he will not be able to recover any damages if he does file such a charge or if he has filed such a charge. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to challenges to the ADEA release, to the extent, if any, prohibited by applicable law; (b) to claims to enforce ▇▇▇▇▇▇▇’▇ rights under this Agreement, (c) to claims that cannot legally be released under applicable law; (d) to claims by ▇▇▇▇▇▇▇ for benefits under benefit plans in which he maintains an interest as a former employee of NWEC, (e) to all rights and claims of contribution and of indemnification ▇▇▇▇▇▇▇ may have under the Indemnification Agreement between NWEC and ▇▇▇▇▇▇▇ dated April 11, 2006, whether under this Agreement, under the NWEC’s Bylaws, by common law, statute, or otherwise, (f) to all additional or other rights and claims of contribution and indemnification ▇▇▇▇▇▇▇ may have whether under this Agreement, under the NWEC’s Bylaws, by common law, statute or otherwise, and (g) to all rights and claims ▇▇▇▇▇▇▇ may have under any policies of directors and officers liability insurance. NWEC hereby releases ▇▇▇▇▇▇▇ and his heirs, successors or assigns, from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorneys’ fees, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as “NWEC Claims”). NWEC further will never file any lawsuit, complaint, or claim based on any NWEC Claims, and NWEC will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply (a) to claims to enforce NWEC’s rights under this Agreement, and (b) to claims that ▇▇▇▇▇▇▇ has committed fraud or willful misconduct.

Claims Released. Executive understands In exchange for the benefits payable, ▇▇▇▇▇▇ for himself, his heirs, executors, administrators, successors, assigns and agrees that Executive is releasing trustees irrevocably and unconditionally releases NWEC, its current, former and future, parent, subsidiary and related companies, its directors, trustees, officers, employees, agent, attorneys, successors, and assigns, and all claimspersons acting by, wagesthrough, demandsunder, rights, liens, agreements or contracts in concert with any of them (written or oralthe “Released Parties”), covenants, from all actions, suits, causes of action, obligationssuits, debts, costscharges, expensescomplaints, attorneys’ feesclaims, obligations, promises, contracts, agreements, controversies, damages, judgments, orders rights, costs, losses, expenses, liabilities and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Released Parties (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member or manager demands of any Released Party, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Released Party, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever)nature, whether known or unknown, suspected whether actual or unsuspectedpotential, resulting from whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation that ▇▇▇▇▇▇ may have arising out of or omission by related to his employment with or on separation from, NWEC (“Claims”). ▇▇▇▇▇▇ is releasing the part following claims which include, without limitation, claims under his original employment terms, which are canceled as of said Released Partiesthe Severance Date with no further benefits or payments to be provided thereunder, the WARN Act, as amended, any and all claims of wrongful discharge or breach of contract, any of themand all claims for equitable estoppel, committed or omitted prior to the date of this Agreementany and all claims for employee benefits, including including, but not limited to to, any claim and all claims under Tennessee lawthe Employee Retirement Income Security Act of 1974, as amended, and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment ActAct of 1967, as amended, under the Civil Rights Act of 1866, 42 U.S.C. §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement and Income Security Act of 1974, and all other federal, state, or local laws or regulations prohibiting employment discrimination or retaliation or protecting employee rights as well as claims for other tortious or unlawful conduct (the “Claims”); provided, however, that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executive, to the extent that such awards continue after the termination of Executive’s employment or services with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment or services); (2) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); or (5) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 19861990, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law. For clarity, and as required by law, such waiver does not prevent Executive from filing a whistleblower claim or accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended, under the Fair Labor Standards Act, as amended, 29 U.S.C. §201 et seq., the Older Workers Benefit Protection Act, as amended, the Wrongful Discharge from Employment Act, 39-2-901 et seq., MCA, any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith including 27-1-221, MCA, any federal, state, or local laws prohibiting employment discrimination, such as in the State of South Dakota, any claim filed in NWEC's bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law, any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, and prima facie tort, any and all claims for monetary recovery, including but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorneys’ fees, experts’ fees, disbursements and costs which against the Released Parties, that ▇▇▇▇▇▇ ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of ▇▇▇▇▇▇’▇ execution of this Release. ▇▇▇▇▇▇ will never file any lawsuit, complaint or claim based on any Claims, and ▇▇▇▇▇▇ will withdraw with prejudice any such lawsuit, complaint, or claim that may already be pending in any court or administrative agency. ▇▇▇▇▇▇ promises never to seek any damages, remedies, or other relief for himself personally (any right to which ▇▇▇▇▇▇ hereby waives) by filing or prosecuting a charge with any administrative agency with respect to the Claims purportedly released by this Release. This subsection shall not apply to challenges to the ADEA release, to the extent, if any, prohibited by applicable law.