Waiver and release clause samples

In addition to the Benefits, the Company agrees to make payment to Schoeneck for all time worked and accrued paid time off, as well as for all expenses incurred on behalf of the Company, through the date hereof, less usual deductions within seven days of execution of this Waiver and Release.The Company agrees to return to Schoeneck his personal property on its premises within seven days of execution of this Waiver and Release.

Should any of the provisions set forth in this Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions of this Waiver and Release. The Parties acknowledge that this Waiver and Release sets forth the entire understanding and agreement between them concerning the subject matter of this Waiver and Release and supersedes any prior or contemporaneous oral and/or written agreements or representations, if any, between the Parties on the same subject matter (including the Offer Letter, Management Continuity Agreement and Equity Award Documents) and that the Parties shall have no rights to any payments under any prior agreement except as set forth herein.

The Parties acknowledge that they have read this Waiver and Release.The Parties have consulted with independent legal counsel, have had an opportunity to ask questions and have it explained to them and that the Parties understand that this Waiver and Release will have the effect of knowingly and voluntarily waiving the claims set forth above.

Should any of the provisions set forth in this Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions of this Waiver and Release. I acknowledge that this Waiver and Release and the Management Continuity Agreement set forth the entire understanding and agreement between me and the Company or any other member of the Corporate Group concerning the subject matter of this Waiver and Release and supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and the Company or any other member of the Corporate Group on the same subject matter. I understand that for a period of seven (7)calendar days following the date that I sign this Waiver and Release,I may revoke my acceptance of the offer, provided that my written statement of revocation is received on or before that seventh day by the Vice President, Human Resources, Depomed,Inc., 7999 Gateway Boulevard, Suite300, Newark, California 94560, facsimile number: (510) 744-8001, in which case the Waiver and Release will not become effective. In the event I revoke my acceptance of this offer, the Company shall have no obligation to provide me Benefits. I understand that failure to revoke my acceptance of the offer within seven (7)calendar days from the date I sign this Waiver and Release will result in this Waiver and Release being permanent and irrevocable.

9. Waiver and Release. Notwithstanding anything herein to the contrary, Executive’s right to the payments and benefits under this Agreement shall be contingent upon (a)Executive having executed and delivered to the Company a waiver and general release provided by the Company (the “Waiver and Release”) not earlier than the Termination Date and not later than the date set forth in the release (but in no event more than days after the Termination Date) (the “Consideration Period”), (b)Executive not revoking such release in accordance with the terms of the release and (c)Executive not violating any of Executive’s on-going obligations under this Agreement; provided, however, that the Company has the discretion to pay such benefits prior to receipt of the Waiver and Release and/or the expiration of the revocation period; provided further that if Executive does not execute and deliver the Waiver and Release to the Company prior to the expiration of the Consideration Period or if the Executive revokes the Waiver and Release in accordance with its terms, Executive shall pay to the Company within 10 days following the expiration of the Consideration Period or the date such release was revoked, a lump sum payment of all payments received by Executive to date hereunder.

10. Restrictive Covenants. The Executive acknowledges and agrees that he or she is bound by, and subject to, the Restrictive Covenants and the Waiver and Release. The Executive shall comply with, and observe, the Restrictive Covenants including, without limitation, the confidential information, non-solicitation and intellectual property provisions and related covenants contained therein, all of which are hereby incorporated by reference. In the event the Company determines that Executive has breached any of the Restrictive Covenants or the Waiver and Release or has engaged in conduct during his or her employment with the Company that would constitute ground for termination for Cause, benefits under this Agreement shall terminate immediately, and Executive shall reimburse Exelon for any benefits received.

Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, or taking any other action protected under section 211 of the Energy Reorganization Act. The Executive does not need the prior authorization of the Company to make any such charges, reports or disclosures, and is not required to notify the Company that Executive has made such charges reports or disclosures, and no such report or disclosure shall be considered a violation of Section12 of this Agreement or the Waiver and Release. In addition, neither this Agreement nor the Waiver and Release limits the Executive’s ability to receive a monetary award from a government-administered whistleblower award program for providing any such reports or disclosures directly to a governmental agency. Executive acknowledges, however, that the Waiver and Release requires Executive to specifically waive all rights to recover any monetary damages from the Company, including but not limited to lost wages and benefits, lost pay, damages for emotional distress, punitive damages, reinstatement, and attorneys’ fees and costs.

4. Severability. If all or any part of this Waiver and Release is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other portion of this Waiver and Release. Any Section or a part of a Section declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of the Section to the fullest extent possible while remaining lawful and valid.

12.Release of Claims:In consideration for the compensation and other benefits provided pursuant to this Agreement, Executive has executed a “Waiver and Release,” in the form attached hereto as Exhibit A.Executive acknowledges that he was given copies of this Agreement and the Waiver and Release on [Month, day] 2016, and was given sufficient time to consider whether to sign the Agreement and the Waiver and Release.The Company’s obligations under this Agreement are expressly conditioned on the execution of the Waiver and Release within the time period set forth in Section 1, and Executive’s failure to execute and deliver such Waiver and Release, or Executive’s revocation of the Waiver and Release within the seven day period provided in the Release, will void the Company’s obligations hereunder.

I understand that signing this Waiver and Release is an important legal act.I acknowledge that the Company has advised me in writing to consult an attorney before signing this Waiver and Release.I understand that, in order to be eligible for the Release Payment, I must sign (and return to Gerard Martellozo, VP Human Resources, Schlumberger Limited, 5599 San Felipe, 17th Floor, Houston, TX 77056) this Waiver and Release by 5 p.m. on May 31st, 2016.I acknowledge that I have been given at least 21 days to consider whether to sign the Agreement and whether to execute this Waiver and Release.

I understand that signing this Waiver and Release is an important legal act.I acknowledge that the Company has advised me in writing to consult an attorney before signing this Waiver and Release.I understand that, in order to be eligible for Benefits, I must sign and return to Pat Strong, HR Manager, Schlumberger Limited, 5599 San Felipe, 17th Floor, Houston, TX 77056) this Waiver and Release by 5 p.m. on March 28, 2019. I acknowledge that I have been given at least 21 days to consider whether to sign the Agreement and whether to execute this Waiver and Release, and that no Benefits will be paid or provided to me until I execute this Waiver and Release and deliver it to the Company.

I acknowledge that I have read this Waiver and Release, have had an opportunity toask questions and have it explained to me and that I understand that this Waiver and Releasewillhave the effect of knowingly and voluntarily waiving any action I might pursue, includingbreach of contract, personal injury, retaliation, discrimination on the basis of race, age, sex,nationalorigin, or disability and any other claims arising prior to the date of this Waiver and Release.By execution of this document, I do not waive or release or otherwise relinquish any legal rightsI may have which are attributable to or arise out of acts, omissions, or events of the Companyor any other member of the Corporate Group which occur after the date of the execution ofthis Waiver andRelease.

3.This Waiver and Release and the At-Will Agreement contain the entire agreement between the Company and the Executive relating to the subject matter hereof.No prior or contemporaneous oral or written agreements or representations may be offered to alter the terms of this Waiver and Release.To the extent the Executive has entered into other agreements with the Company that are not in conflict with this Waiver and Release, including, but not limited to the At-Will Agreement, the Employee/Independent Contractor Proprietary Information and Assignment of Inventions Agreement dated March 7, 2013, the Executive’s Indemnification Agreement dated March 27, 2013, and the Restricted Stock Agreements dated March 11, 2013, December 19, 2014 and August 12, 2016, the terms of this Waiver and Release shall not supersede, but shall be in addition to such other agreements.

In consideration of, and as a condition precedent to, the severance payment (the “Severance”) described in that certain Employment Agreement (the “Agreement”) effective as of August 1, 2016 between Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), and William Andrew Hendricks, Jr. (“Executive”), which were offered to Executive in exchange for a general waiver and release of claims (this “Waiver and Release”).Executive having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which Executive has sustained or claimed, or may be entitled to claim, Executive, for himself, and his heirs, executors, administrators, successors and assigns, does hereby release, forever discharge and promise not to sue the Company, its parents, subsidiaries, affiliates, successors and assigns, and their past and present officers, directors, partners, employees, members, managers, shareholders, agents, attorneys, accountants, insurers, heirs, administrators, executors (collectively the “Released Parties”) from any and all claims, liabilities, costs, expenses, judgments, attorney fees, actions, known and unknown, of every kind and nature whatsoever in law or equity, which Executive had, now has, or may have against the Released Parties relating in any way to Executive’s employment with the Company or termination thereof prior to and including the date of execution of this Waiver and Release, including but not limited to, all claims for contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other damages of any kind or nature; all contracts, oral or written, between Executive and any of the Released Parties; any business enterprise or proposed enterprise contemplated by any of the Released Parties, as well as anything done or not done prior to and including the date ofexecution of this Waiver and Release. Notwithstanding anything to the contrary contained in this Waiver and Release, nothing in this Waiver and Release shall be construed to release the Company from any obligations set forth in the Agreement.

Should any of the provisions set forth in this Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions of this Waiver and Release.I acknowledge that this Waiver and Release sets forth the entire understanding and agreement between me and the Company and its affiliates concerning the subject matter of this Waiver and Release and supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and the Company or its affiliates.

Should any of the provisions set forth in this Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions of this Waiver and Release.I acknowledge that this Waiver and Release and the Employment Agreement set forth the entire understanding and agreement between me and the Company or any other member of the Covered Parties concerning the subject matter of this Waiver and Release and supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and the Company or any other member of the Covered Parties. I understand that for a period of 7 calendar days following the date that I sign this Waiver and Release, I may revoke my acceptance of the offer, provided that my written statement of revocation is received on or before that seventh day by [to be completed at the time of separation:] [Name], [Title], [Company] [Address, City, State ZIP], in which case the Waiver and Release will not become effective.In the event I revoke my acceptance of this offer, the Company shall have no obligation to provide me Benefits.I understand that failure to revoke my acceptance of the offer within 7 calendar days from the date I sign this Waiver and Release will result in this Waiver and Release being permanent and irrevocable on the eighth day after I signed this Waiver and Release (the “Effective Date”).