GENERAL RELEASE

Exhibit 10.7

 

February 26, 2013

 

 

RANDALL T. ZIPFEL

 

 

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, with the intention of binding himself, his heirs, executors, administrators and assigns, does hereby release, remise, acquit, and forever discharge Calamos Advisors LLC, and its present and former members, managers, officers, agents, employees, affiliated entities, divisions, subsidiaries, successors, predecessors, and assigns each, a “Released Party” and collectively, the "Released Parties", of and from any and all claims, actions, causes of action, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, which the undersigned, individually or as a member of a class, now has, owns or holds or has at any time heretofore had, owned or held against any Released Party, arising out of or in any way connected with the undersigned's employment relationship with Calamos Advisors LLC (and its predecessor and affiliated entities, if applicable), or the termination thereof, including without limitation, any claims for severance or vacation benefits, unpaid wages, salary or bonus, breach of contract, wrongful discharge, impairment of economic opportunity, reimbursement for fines paid, intentional infliction of emotional harm or other tort, or employment discrimination under any applicable federal, state, or local statutes, provisions, orders, or regulations (including, but not limited to, any claims arising under any federal civil rights statutes including Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.; 42 U.S.C. 1981, 1983, 1985, 1986; the Age Discrimination in Employment Act (ADEA), as amended, 29 U.S.C. 621 et seq.; the Americans with Disabilities Act (ADA), as amended, 42 U.S.C. 12101 et seq.; the Fair Labor Standards Act (FLSA), as amended, 29 U.S.C.  201 et seq.; the Family Medical Leave Act (FMLA), 29 U.S.C.  2601 et seq.; the Employee Retirement Income Security Act of 1974 (ERISA), as amended, 29 U.S.C. 1001 et seq.; and any other claims that may arise under state or local civil rights acts, workers compensation laws, and wage and hour laws, and all claims for wages, vacation pay, severance pay, back pay, front pay, or other compensation, benefits, or damages at law or equity that may have been created as a result of the undersigned’s employment with Calamos Advisors LLC (and its predecessor and affiliated entities, if applicable) or the termination thereof, excepting only (i) those obligations of Calamos Advisors LLC under that certain letter agreement between Calamos Advisors LLC and the undersigned (the "Letter"), in connection with which this General Release is being executed and delivered, and (ii) any right to indemnification the undersigned may have under applicable corporate law, the organizational documents of any Released Party or any right as an insured under any D&O or liability insurance policy now or previously in force.

The undersigned understands that by releasing employment discrimination claims against the Released Parties, he also forever releases and discharges any right he may have to file or recover in a lawsuit he may bring himself on the same claims and also any right he may have to any relief that he might otherwise be entitled to as a result of any proceeding instituted by the Equal Employment Opportunity Commission or any other comparable enforcement authority.

The undersigned acknowledges and agrees that neither the Letter nor this General Release are to be construed in any way as an admission of any liability whatsoever by any Released Party under Title VII, ADEA or any other federal or state statute or principle of common law, any such liability having been expressly denied.

The undersigned further declares and represents that he has carefully read and fully understands the terms of this General Release, that he has had the opportunity to seek the advice and assistance of counsel with this General Release, and that he knowingly and voluntarily, of his own free will without any duress, being fully informed and after due deliberation, accepts the terms of and signed the same of his own free act.

The undersigned acknowledges that the severance payment and other benefits described in Paragraphs 2, 7, and 8 of the Letter, constitute consideration in exchange for executing this General Release in that these include amounts and benefits to which he would not have been entitled had he not signed this release.

The undersigned acknowledges that Calamos Advisors LLC advised him in writing to consult with an attorney before executing this General Release (and this paragraph also constitutes written direction), that he was given a period of 21 days within which to consider this General Release, that he had an adequate opportunity to review it, that he fully understands its terms, that he was not coerced into signing it, and that he has signed it knowingly and voluntarily.

The undersigned shall have the right to revoke this General Release during a period of seven (7) days following his execution of this General Release.  In order to revoke the General Release, he must notify, in writing, of his decision to revoke, and said notice must be received by no later than seven (7) days following the execution of this General Release.  If he revokes this General Release, he shall promptly repay all payments and employee benefits that he may have received pursuant to this General Release.

 

PLEASE READ THIS RELEASE CAREFULLY.  IT CONTAINS A RELEASE OF KNOWN AND UNKNOWN CLAIMS.  DO NOT SIGN THIS GENERAL RELEASE PRIOR TO THE TERMINATION DATE AS DEFINED IN THE LETTER.

 

 

 

RANDALL T. ZIPFEL

 

/S/ RANDALL T. ZIPFEL______

 

(Signature)

 

___3/4/2013__________________

 

(Date)