I, William C. Harlan, in consideration of and subject to the performance by MedEquities Realty Trust, Inc., a Maryland corporation (the Company), of its obligations under the Retention Incentive Award letter agreement dated January 2, 2019 (the Agreement), including, without limitation, all payment obligations required thereunder, do hereby release and forever discharge the Company and Omega Healthcare Investors, Inc., as well as, each of their respective parent, subsidiary, and affiliated entities and the present, former and future managers, directors, partners, members, officers, employees, attorneys, advisors, successors and assigns of each of the aforementioned entities (collectively, the Released Parties) to the extent provided below (this General Release). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.
1. I understand that any amounts paid to me under the Agreement represent consideration for signing this General Release and not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive any payments under the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payment will not be considered compensation for purposes of any employment agreement, employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates, unless otherwise specifically required by such plan, program, policy or arrangement.
2. Except as provided in paragraphs 4 and 5 below, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with the Company and any Released Parties (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under
|1 || |
In the event of a termination due to death or Disability before the Closing Date, this release agreement will be revised to provide for execution by the employees estate, personal representative or guardian, as applicable.