WAIVER AND RELEASE
This Waiver and Release (this Release) is executed by Tom Musgrave (the Executive) pursuant to Section 7(d) of the Employment Agreement, dated as of January 23, 2018, by and between AMERICOLD LOGISTICS, LLC and the Executive (the Employment Agreement). Capitalized terms used but not defined in this Release have the meanings given to them in the Employment Agreement.
1. Separation Pay. Subject to Executives compliance with the terms and conditions of this Release, the Company will pay Executive the compensation and benefits established in Section 7(b) of the Employment Agreement and the payments and benefits to be provided to the Executive that are described in Appendix A hereto (together the Separation Pay). The Separation Pay encompasses and is in lieu of any other payments and benefits to which Executive may be entitled from the Company upon the termination of Executives employment. Executive will not be entitled to any Separation Pay if Executive fails to sign and return this Release.
2. General Release. In consideration of the Separation Pay, the Executive, on behalf of the Executive and anyone claiming through the Executive, hereby fully and completely releases, acquits and forever discharges the Company, its affiliates and related entities, and each of their respective current and former employees, officers, directors, shareholders, partners, members, managers, agents, employee benefit plans and fiduciaries, insurers, trustees, attorneys, joint venture partners, transferees, successors and assigns (each a Released Party and collectively, the Released Parties), collectively, separately, and severally, of and from any and all claims, demands, damages, causes of action, debts, liabilities, controversies, judgments, and suits of every kind and nature whatsoever, foreseen, unforeseen, known or unknown, that arise out of or relate to the Executives employment or termination of employment with the Company and that the Executive has had, now has, or may have against the Released Parties (or any of them) at any time up to and including the date the Executive signs this Release, with the exception of the claims set forth in Section 2 below (the claims released in this Release are collectively referred to as the Released Claims). The Released Claims include: (i) all claims arising under any federal, state or local statute or ordinance, constitutional provision, public policy or common law, including all claims under Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Employee Retirement Income Security Act (with respect to unvested benefits), COBRA, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Georgia Equal Pay Act, and the Georgia Equal Employment for People with Disabilities Code, all as amended; (ii) all claims arising under discrimination laws, whistleblower laws and laws relating to violation of public policy, retaliation, or interference with legal rights; (iii) all claims for compensation of any type whatsoever, including but not limited to claims for wages, bonuses, commissions, incentive compensation, equity, vacation, sick leave, PTO and severance; (iv) all claims arising under tort, contract and/or quasi-contract law, including all claims arising under the Employment Agreement; and (v) all claims for monetary or equitable relief, including but not limited to attorneys fees, back pay, front pay, reinstatement, experts fees, medical fees or expenses, costs and disbursements. Executive hereby waives any right to seek or recover any individual relief (including any money damages, reinstatement, or other relief) in connection with any of the Released Claims through any charge, complaint, lawsuit, or other proceeding, whether commenced or maintained by Executive or by any other person or entity, with the exception of any right to seek an award pursuant to Section 21F of the Securities Exchange Act of 1934.