Common use of Review and Revocation Rights Clause in Contracts

Review and Revocation Rights. Pursuant to and in compliance with the Older Workers Benefit Protections Act, Employee: a. acknowledges that Employee has been advised that he/she should consult with an attorney or other third party at Employee’s sole expense in deciding whether to sign this Agreement, and also agrees that this Agreement is written in a manner that enables Employee fully to understand its content and meaning; b. agrees and acknowledges that Employee has been given at least fifty-two (52) days within which to consider this Agreement. To the extent the Employee executes this Agreement prior to the expiration of the 52-day period, Employee hereby waives his/her right to the balance of such period of consideration and acknowledges that his/her waiver of this period is knowing, voluntary and has not been induced by any fraud, misrepresentation, or a threat to withdraw or alter the terms of this Agreement by Releases or anyone else. Executed agreements should be returned to: Idera Human Resources, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇; and c. acknowledges that Employee may revoke this Agreement during the seven (7) days following its execution, and that this Agreement shall not become effective or enforceable until the revocation period has expired. To be effective, Employee’s revocation of this Agreement must be in writing and delivered to: Idera Human Resources, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ on or before the effective date of revocation. This Agreement is binding upon Employee and upon Employee’s respective heirs, administrators, representatives, executors, assigns and shall inure to the benefit of Releasees and their respective heirs, administrators, representatives, executors, successors and assigns. By signing below, the parties signify that they have read the terms of this Agreement, fully understand its terms, are voluntarily agreeing to those terms, and intend to be legally bound.

Review and Revocation Rights. Pursuant to and in compliance with the Older Workers Benefit Protections Act, EmployeeExecutive: a. acknowledges that Employee Executive voluntarily waives any or all rights or claims under the Age Discrimination in Employment Act; b. acknowledges that Executive has been advised that he/she should consult with an attorney or other third party at EmployeeExecutive’s sole expense in deciding whether to sign this Agreement, acknowledges that he/she has in fact consulted with an attorney, and also agrees that this Agreement is written in a manner that enables Employee Executive fully to understand its content and meaning; b. c. agrees and acknowledges that Employee Executive has been given at least fifty-two (52) days within which to consider this Agreement. To the extent the Employee Executive executes this Agreement prior to the expiration of the 52-day period, Employee Executive hereby waives his/her right to the balance of such period of consideration and acknowledges that his/her waiver of this period is knowing, voluntary and has not been induced by any fraud, misrepresentation, or a threat to withdraw or alter the terms of this Agreement by Releases or anyone else. Executed agreements should be returned to: Idera Human Resources, ▇5▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇; and c. d. acknowledges that Employee Executive may revoke this Agreement during the seven (7) days following its execution, and that this Agreement shall not become effective or enforceable until the revocation period has expired. Therefore, Executive acknowledges that she is not waiving any rights or claims that may arise after the date she executes this waiver of ADEA rights. To be effective, EmployeeExecutive’s revocation of this Agreement must be in writing and delivered to: Idera Human Resources, ▇5▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ on or before the effective date of revocation. This Agreement is binding upon Employee and upon Employee’s respective heirs, administrators, representatives, executors, assigns and shall inure to the benefit of Releasees and their respective heirs, administrators, representatives, executors, successors and assigns. By signing below, the parties signify that they have read the terms of this Agreement, fully understand its terms, are voluntarily agreeing to those terms, and intend to be legally bound.

Review and Revocation Rights. Pursuant to and in compliance with the Older Workers Benefit Protections ActBy signing below, Employeeyou acknowledge that: a. acknowledges that Employee has (a) You have been advised that he/she should by the Corporation to consult with an attorney or other third party at Employee’s sole expense in deciding whether prior to sign executing this Agreement. You have requested and received from the Corporation any information that you need in order to make a knowing and voluntary release of all Claims; EXECUTION VERSION ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Retirement Transition Agreement February 7, and also agrees 2013 (b) You understand that this Agreement is written in a manner that enables Employee fully you can take up to understand its content and meaning; b. agrees and acknowledges that Employee has been given at least fifty-two (52) 21 days within which to consider this AgreementRelease. To the extent the Employee executes you have signed this Agreement Release prior to the expiration of the 52-day period21 days, Employee you hereby waives his/her waive your right to the balance of such period of consideration and acknowledges acknowledge and represent that his/her your waiver of this such period is knowing, knowing and voluntary and has not been induced by any fraud, misrepresentation, or a threat to withdraw or alter the terms Corporation; and (c) You understand that you have seven days following signing of this Agreement to revoke it, and that the Agreement will not become effective until the seven-day revocation period has expired without your revocation of this Agreement. You further understand and acknowledge that to be effective, any revocation must be in writing and either personally delivered to the Corporation, care of ▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President, Human Resources or sent by Releases or anyone elsecertified mail, return receipt requested to ▇▇. Executed agreements should be returned to: Idera Human Resources, ▇▇▇▇ ▇. Lucas at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by 5:00 p.m., Bethesda, Maryland time, on or before the eighth calendar day after you sign this Agreement. By signing below, you acknowledge that you have read the terms of this Agreement, fully understand the terms and their effect, are voluntarily agreeing to those terms of your own free will, and intend to be legally bound. Please return this Agreement to me by no later than February 28, 2013. Sincerely, ▇▇▇▇ ▇. ▇▇▇▇▇ Agreed to: /s/ ▇▇▇▇▇ ▇▇ . ▇▇▇▇▇; and c. acknowledges that Employee may revoke this ▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date: February 8, 2013 In consideration of the payment set forth in Paragraph 2(c) and terms of the February 7, 2013 Agreement during between Lockheed ▇▇▇▇▇▇ Corporation (“Corporation”) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, concerning the seven separation of your employment from the Corporation (7) days following its executionthe “Agreement”), which, absent the Agreement, you otherwise would not be entitled to receive, on behalf of your heirs, estate, executors, administrators, representatives, successors and assigns, and that anyone claiming to be acting on your behalf or in my interest, hereby irrevocably and unconditionally release, acquit and forever discharge the Corporation, its affiliates, subsidiaries, benefit plans, related companies, partnerships and joint ventures, and their former, current and future officers, directors, shareholders, partners, employees, fiduciaries, agents, attorneys, insurers and representatives, whether acting in their individual or official capacities, and all persons acting by, through, or in concert with any of them, and all their predecessors, successors and assigns (all EXECUTION VERSION ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Retirement Transition Agreement February 7, 2013 of which are hereinafter collectively referred to as the “Released Parties”), from any and all claims, demands, losses, liabilities, and causes of action or similar rights of any type arising or accruing on or before the date this Agreement shall Second Release of Claims executed (whether known or unknown), as a result of or because of any act, omission, or failure to act by the Released Parties, including but not become effective limited to, those arising out of or enforceable until relating in any way to your employment by, association with, or separation of employment from the revocation period has expiredCorporation (hereinafter collectively referred to as “Claims”). To be effectiveTHIS IS A GENERAL RELEASE, Employee’s revocation subject only to the specific exceptions set forth in subparagraphs (b), (c) and (d) below. (a) These claims include, but are not limited to, any claims for monetary damages or penalties, wages, bonuses, commissions, unused sick pay, severance or similar benefits, expenses, attorneys’ fees or other indemnities, or other personal remedies or damages sought in any legal proceeding or charge filed with any court by you or by a person claiming to act on your behalf or in your interest under Title VII of the Civil Rights Act of 1964, the ▇▇▇▇▇▇▇▇▇ Fair Pay Act, Executive Orders 11246 and 11141, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act (“ADEA”), including but not limited to the Older Workers Benefit Protection Act (“OWBPA”), except as it relates to the validity of this Agreement must be in writing release under the ADEA as amended by the OWBPA, the Americans with Disabilities Act, as amended, the Rehabilitation Act of 1973, the Equal Pay Act, the Immigration Reform and delivered to: Idera Human ResourcesControl Act, the Uniformed Services Employment and Reemployment Rights Act, the Employee Retirement Income Security Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, the Maryland Flexible Leave Act, the Maryland Equal Pay Act, Maryland wage payment and work hour laws, the Maryland Occupational Safety and Health Act, Labor & Employment Md. Code ▇▇▇. § 9-1105, Labor & Employment Md. Code § 5-604. State Government Md. Code ▇▇▇. Title 20, Maryland Declaration of Rights, and the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇Civil Rights Restoration Act of 2009. Unless otherwise prohibited by law, the Claims released include, but are not limited to, claims arising under any other federal, state, or local laws or causes of action restricting an employer’s right to terminate employees, or otherwise regulating employment, including, but not limited to, any federal, state, or local laws or causes of action enforcing express or implied employment contracts or covenants; any other federal, state, or local laws or causes of action providing relief for alleged wage and hour violations; wrongful discharge; breach of any contract, including any and all tort claims, including but not limited to, physical or personal injury in any way related to your employment or termination of employment; emotional distress or stress claims in any way related to your employment or termination of employment; intentional or negligent infliction of emotional distress; fraud, intentional or negligent misrepresentation, defamation, invasion of privacy; violation of public policy and similar or related claims and any and all claims arising under common law. The Claims released include claims that in any way are brought by or on behalf of the government, whether or not he government joins the action such as the in case of a qui tam, as well as any claims seeking monetary or other remedies for you, directly or indirectly, that in any way are brought through a class or representative action. (b) Without limiting the generality of the foregoing, you agree not to file any lawsuit seeking monetary damages for yourself and asserting any claims that are lawfully released in this Second Release of Claims. You further hereby irrevocably and unconditionally waive any and all rights to recover any relief and damages concerning the claims that are lawfully released in this Second Release of Claims. (c) Notwithstanding the foregoing, you are not releasing: (1) your right to enforce this Agreement; (2) any rights to benefits you may have under the Corporation’s retirement plans or programs, or compensation plans including, but not limited to, equity grants, , LTIP and deferred compensation plans; (3) any claims arising under any Federal or state securities laws that you may have as a stockholder of the Corporation; (4) any claims for unemployment ▇▇▇▇▇ ▇. ▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ on or before the effective date - Retirement Transition Agreement February 7, 2013 Page 8 of revocation. This Agreement is binding upon Employee and upon Employee’s respective heirs, administrators, representatives, executors, assigns and shall inure 8 compensation; (5) any claims under applicable workers’ compensation s laws; (6) any claims solely relating to the benefit validity of Releasees this Release of Claims under the ADEA, as amended, (7) any indemnification rights, under the same eligibility rules, as afforded to all other current or former officers of the Corporation pursuant to the Corporation’s bylaws and/or applicable state law; or (8) your right to file a charge with the U.S. Equal Employment Opportunity Commission or any similar state or local government agency; or (9) any other claims that cannot be lawfully released or waived by an employee (e.g., wage claims if wages have not been fully paid). (d) No Federal, state or local government agency is a party to the Agreement or this Second Release of Claims, and their respective heirsnone of the provisions of the Agreement or this Second Release of Claims restricts or in any way affects a government agency’s authority to investigate or seek relief in connection with any of the Claims. However, administratorsif a government agency were to pursue any matters falling within the Claims, representatives, executors, successors and assigns. By signing belowwhich it is free to do, the parties signify Corporation and you agree that, as between the Corporation and you, the Agreement and this Second Release of Claims will control as the exclusive remedy and full settlement of all such Claims by me for money damages. The Agreement and this Second Release of Claims are binding agreements between two private parties—you and the Corporation. Therefore, the Agreement and this Second Release of Claims affect the two parties’ rights only, with no impact on any government agency. (e) You hereby represent and warrant that they you have read not previously filed or joined in any Claims released herein against any of the terms Released Parties or assigned any Claims described in this Second Release of this AgreementClaims to any third parties. You affirm that you have been paid and/or have received all compensation, fully understand its termswages, and/or benefits to which you are voluntarily agreeing to those termsentitled and that no other compensation, wages, and/or benefits are due me, except as provided in the February 7, 2013 agreement. You further affirm that you have no known injuries arising out of or in the course of my employment with the Corporation, and intend to be legally boundthat I have been provided and/or have not been denied leave requested under the Family and Medical Leave Act or any equivalent state statute or local ordinance.