Common use of Second Release Clause in Contracts

Second Release. In consideration for the Severance Benefits described in the attached agreement, I, Executive hereby fully, forever, irrevocably and unconditionally release, remise and discharge Playa Management USA, LLC, Playa Hotel & Resorts, N.V., Playa Resorts Management, LLC,, and their related affiliates, subsidiaries, parents, predecessors, and successors, and all of their respective past and present officers, directors, stockholders, partners, members, executives, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Executive ever had or now has against any or all of the Released Parties, including, but not limited to, any and all claims arising out of or relating to Executive’s employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act, the Genetic Information Nondiscrimination Act of 2008, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, the Rehabilitation Act of 1973, Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, Sections 1981 and 1983 of the Civil Rights Act of 1866, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Immigration Reform and Control Act, the Equal Pay Act, any local, state, federal or foreign whistleblower statute, regulation, ordinance or law, including the Florida Whistleblower Act of 1986 and 1991, the Fair Labor Standards Act, the Consolidated Omnibus Reconciliation Act, the Occupational Safety and Health Act, the Fair Credit Reporting Act, the Older Workers’ Benefits Protection Act, and the Executive Retirement Income Security Act of 1974, the Florida Civil Rights Act, the Virginia Human Rights Act, the Virginians with Disabilities Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law, all as amended; any foreign, federal, state and/or local law, statute, regulation or ordinance prohibiting discrimination, retaliation and/or harassment or governing wage or commission payment claims; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, and any claim or damage arising out of Executive’s employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above. Executive understands that, by releasing all of Executive’s legally waivable claims, known or unknown, against the Released Parties, Executive is releasing all of Executive’s rights to bring any claims against any of them based on any actions, decisions or events occurring through the date Executive signs this Agreement including the terms and conditions of Executive’s employment and the termination of Executive’s employment.

Second Release. In consideration for of the Severance Benefits described payments specified in Option 1 of Paragraph 1 of my Transition Employment Agreement of , 2008 with the attached agreementCompany (the “Agreement”), upon the Effective Date as defined below, I, Executive hereby fullyon behalf of myself and my heirs, foreverexecutors, irrevocably administrators, assigns, successors and unconditionally releaselegal representatives, remise release and forever discharge Playa Management USAthe Company, LLCits affiliates, Playa Hotel & Resorts, N.V., Playa Resorts Management, LLC,parent or subsidiary entities or corporations, and its and their related affiliates, subsidiaries, parents, predecessors, and successors, and all of their respective past and present officers, directors, stockholdersshareholders, partners, members, executivesemployees, agents, representatives, plan administratorsinsurers, attorneyssuccessors and assigns (“Company Affiliates”), insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaintsliabilities, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executionssums of money, obligationscosts or expenses, liabilitiesattorneys fees, causes of action and expenses liabilities of any kind or character whatsoever, including all known and unknown claims, arising after the date of the Agreement and before the Effective Date (including attorneys’ fees and costsas hereafter defined), which I now have or may hereafter have against the Company or any Company Affiliate (other than the obligations described in the Agreement). My release includes any claims or causes of every kind and nature that Executive ever had action I might have under any local, federal or now has against any or all state law, including the Illinois Human Rights Act; the Federal Age Discrimination in Employment Act of the Released Parties1967, including, but not limited to, any and all claims arising out of or relating to Executive’s employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of as amended; the Civil Rights Act of 1964, as amended; the Americans With [Employee] Date Page 7 with Disabilities Act of 1990, the Age Discrimination in Employment Act, the Genetic Information Nondiscrimination Act of 2008, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, the Rehabilitation Act of 1973, Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, Sections 1981 and 1983 of the Civil Rights Act of 1866, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Immigration Reform and Control Act, ; the Equal Pay Act, any local, state, federal or foreign whistleblower statute, regulation, ordinance or law, including ; the Florida Whistleblower Act of 1986 and 1991, the Fair Labor Standards Act, the Consolidated Omnibus Reconciliation Act, the Occupational Safety and Health Act, the Fair Credit Reporting Act, the Older Workers’ Benefits Protection Act, and the Executive Employee Retirement Income Security Act of 1974, as amended; the Florida Family and Medical Leave Act of 1993; the Civil Rights ActAct of April 9, 1866; the Virginia Human Rights Act, the Virginians with Disabilities Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Federal Occupation Safety and Health Act, ; and the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right Chicago Human Rights Ordinance. I understand that I may revoke this Second Release by sending written notice to Work Law, all as amended; any foreign, federal, state and/or local law, statute, regulation or ordinance prohibiting discrimination, retaliation and/or harassment or governing wage or commission payment claims; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwiseAttention: General Counsel, within seven days of the date I sign the Agreement. This Second Release will not become effective until this seven day period has expired (the “Effective Date”). Approved and any claim or damage arising out Accepted this day of Executive’s , 2008. _______________________________ Employee [date], 2008 [Employee Name] Re: Transition Employment Agreement Dear : This letter (our “Agreement”) will confirm our understanding with respect to your termination as an employee of Deerfield Capital Management LLC (the “Company”) as a result of a reduction in force. You acknowledge that this Agreement is intended only to resolve matters relating to your employment with and/or separation from the Company (including a claim for retaliation) under any common law theory and is not an admission of fault or any federal, state liability on the part of you or local statute or ordinance not expressly referenced abovethe Company. Executive understands that, by releasing all of Executive’s legally waivable claims, known or unknown, against the Released Parties, Executive is releasing all of Executive’s rights Subject to bring any claims against any of them based on any actions, decisions or events occurring through the date Executive signs this Agreement including your continuing to comply with the terms and conditions of Executive’s employment this Agreement, you and the termination of Executive’s employment.Company agree as follows:

Second Release. In consideration exchange for the Severance Benefits described additional severance benefits to which I would not otherwise be entitled, set forth in Section 2.B of the attached agreementtransition services and separation agreement dated as of June 14, I2011 (the “Agreement”), Executive hereby fullythe terms of which are incorporated by reference in this second release (this “Second Release”), foreverI (and anyone acting on my behalf) agree to release every past and present right or claim of any kind, irrevocably whether legal, equitable or otherwise, against ▇▇▇▇▇▇ Group Inc. (the “Company”), including, without limitation, any and unconditionally releaseall related entities, remise and discharge Playa Management USAcorporations, LLC, Playa Hotel & Resorts, N.V., Playa Resorts Management, LLC,, and their related affiliatespartnerships, subsidiaries, parentsjoint ventures and divisions of the Company. I give up such rights and claims against the Company, predecessorsits employee benefit plans and anyone else related to the Company (such as, without limitation, the Company’s present and successorsformer employees, and all of their respective past and present officers, directors, stockholders, partnersrepresentatives, members, executivesagents and insurers). I agree that I executed this Second Release on my own behalf and also on behalf of any heirs, agents, representatives, plan administrators, attorneys, insurers successors and fiduciaries (each assigns that I have now or may have in their individual the future. These rights and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Executive ever had or now has against any or all of the Released Parties, includingclaims include, but are not limited to, any and all claims arising out of or relating to Executive’s employment with and/or separation from those that I may have under the CompanyAge Discrimination in Employment Act, including, but not limited to, all claims under which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 19641964 and Executive Order 11246, which prohibit discrimination in employment based on race, color, national origin, religion or sex; the Americans With Disabilities Act of 1990, which prohibits discrimination in employment based on a handicap or disability; the Age Discrimination in Employment Equal Pay Act, the Genetic Information Nondiscrimination Act of 2008, the Family which prohibits paying men and Medical Leave Act, women unequal pay for equal work; any claims under the Worker Adjustment and Retraining Notification Act, Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, the Rehabilitation Act of 1973, Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, Sections 1981 and 1983 of the Civil Rights Act of 1866, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Immigration Reform and Control Act, the Equal Pay Act, or any local, state, federal or foreign whistleblower statute, regulation, ordinance or similar law, including which requires, among other things, that advance notice be given of certain work force reductions; and all claims under the Florida Whistleblower Act of 1986 and 1991, the Fair Labor Standards Act, the Consolidated Omnibus Reconciliation Act, the Occupational Safety and Health Act, the Fair Credit Reporting Act, the Older Workers’ Benefits Protection Act, and the Executive Employee Retirement Income Security Act of 1974, such as claims relating to pension, profit sharing, or health plan benefits, except as noted in the Florida Civil Rights Act, following paragraph; the Virginia Human Rights Act, the Virginians with Disabilities Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety Family and Health Act, the Virginia Minimum Wage Act, the Virginia Payment Medical Leave Act of Wage Law, the Virginia Right to Work Law, all as amended; any foreign, federal, state and/or local law, statute, regulation or ordinance prohibiting discrimination, retaliation and/or harassment or governing wage or commission payment claims; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract1993; all claims to any non-vested ownership interest in the Company, contractual or otherwise, and any claim or damage arising out of Executive’s employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or state Fair Employment Practices Act as well as any other federal, state or local laws or regulations; all claims for alleged physical or personal injury or emotional distress; and any other claims which could arise from employment or separation from employment, whether in express or implied contract (whether written or oral), or claims for breach of any covenant of good faith and fair dealing (express or implied), or in tort (including without limitation, defamation, assault, battery, false imprisonment, interference with contractual or advantageous business relationship, and invasion of privacy) or for wrongful or retaliatory discharge, whether based on common law or otherwise. The foregoing list is meant to be illustrative rather than inclusive. Nothing in this Second Release shall prohibit me from filing a claim with, cooperating with, or participating in any investigation or proceeding conducted by, the federal Equal Employment Opportunity Commission or a state Fair Employment Practices Agency (although I acknowledge and agree that I shall not be able to recover any monetary benefits in connection with such claim or proceeding). I keep any right, however, that I may have to (1) receive severance benefits under the Executive Separation Pay Plan; (2) elect health care coverage under the federal continuation of health coverage law known as “COBRA,” or under any applicable state law concerning continuation of health coverage, unless I am ineligible for such coverage under such law; (3) exercise exercisable stock options in accordance with the applicable stock option agreements; (4) receive payouts in accordance with the applicable Performance Share Unit agreement, and (5) indemnification or advancement of expenses under applicable law, the Certificate of Incorporation or by-laws of the Company, any agreement between me and the Company, or the Company’s officers’ and directors’ liability insurance policies. This Second Release covers both claims that I know about and those I may not know about. I expressly give up and waive all rights afforded by any statute which limits the effect of a release with respect to claims that are presently unknown. I understand the significance of my release of unknown claims and my waiver of statutory protection against a release of unknown claims. This Second Release does not give up or ordinance not expressly referenced above. Executive understands that, by releasing all of Executive’s legally waivable waive any rights or claims, known which arise after the date that this Second Release is signed by me. I have been given a period of at least twenty-one (21) calendar days from the date of my receipt of this Second Release to review and consider this Second Release before signing it. I may take as much of this period of time to consider this Second Release as I wish prior to signing it. I understand that if I sign this Second Release, it is in exchange for receiving the additional payments and the other benefits described in the Agreement. I acknowledge that I have received twenty-one (21) calendar days to review this Second Release from when it was first given to me. I acknowledge and agree that any changes made to this Second Release before I sign it will not entitle me to an additional twenty-one (21) calendar days to review the new version of this Second Release. I also understand that under no circumstances will Enhanced Severance be paid unless I sign this Second Release and deliver it to the Company within twenty-one (21) calendar days after the Termination Date and do not revoke the Second Release. I am hereby advised by the Company to consult with an attorney before signing this Second Release. I understand that whether or unknown, against the Released Parties, Executive not to do so is releasing all of Executive’s rights to bring any claims against any of them based my decision. I have not relied on any actionsrepresentations, decisions promises, or events occurring through agreements of any kind made to me in connection with my decision to sign this Second Release except for those set forth in the date Executive signs documents attached to or referred to by this Second Release. I may revoke or cancel this Second Release within seven (7) calendar days after I sign it. The last day on which this Second Release can be revoked is called the “Last Revocation Day.” Revocation can only be made by delivering a written notice of revocation to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President, Human Resources at the Company’s Corporate Office, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. For this revocation to be effective, a written notice of revocation must be sent on or before the Last Revocation Day for delivery to the foregoing address on the next business day. I acknowledge that this Second Release can be revoked only in its entirety and that once revoked, I will only receive the minimum severance payment and benefits described in Section 2.A of the Agreement and the other benefits that similarly situated employees who do not sign a Second Release receive. If I do not revoke this Second Release, it shall go into effect on the day after the Last Revocation Day and I will receive the additional severance payments described in Section 2.B. of the Agreement and the other benefits described therein. A finding that any term or provision of this Second Release is invalid, unlawful or unenforceable will not affect the remaining terms and provisions of this Second Release. This Second Release, and the documents referenced in or attached to this Second Release, set forth the entire agreement between me and the Company and supersede and render null and void any and all prior or contemporaneous oral or written understandings, statements, representations or promises pertaining to the matters set forth herein except for those set forth in the documents attached to or referred to by this Second Release and except for any and all previously agreed to noncompetition or confidentiality obligations to the Company to which I specifically agree to remain bound after signing this Second Release, including without limitation my obligations under the ▇▇▇▇▇▇ Group Inc. Code of Business Ethics and Conduct. If I violate any part of the Agreement, I will be responsible for all costs incurred by the Company that flow from that violation, including the terms Company’s legal fees and conditions other costs associated with any legal action that arises from that violation. If I violate any part of Executive’s employment the Agreement, I will also be required to return all payments and reimburse the termination Company for all benefits provided to me in exchange for signing this Second Release, except for the sum of Executive’s employment.$500, which I agree constitutes ongoing valid consideration for this waiver and release. Agreed and accepted: