Age Discrimination. Pursuant to the Older Workers Benefit Protection Act, Executive acknowledges and agree that # this Release Agreement is written in a manner calculated to be understood by Executive; # this Release Agreement represents Executive’s knowing and voluntary waiver and release of any and all claims that Executive might have including, but not limited to, any claims arising under the Age Discrimination in Employment Act (“ADEA”); # Executive has not waived any claim under the ADEA that may arise after the Resignation Effective Date; # the consideration that Employee will receive in exchange for this General Release, i.e., the payments set forth in Paragraph 3(a)(ii) of the Separation Agreement, is something of value to which Employee is not already entitled; # Executive is hereby being advised to consult with an attorney prior to executing this Release Agreement; # Executive has twenty-one (21) days from the date of his receipt of this Release Agreement in which to consider the terms of this Release Agreement (including, without limitation, each Party’s release and waiver of any and all claims under the ADEA) before executing it; # Executive will have seven (7) days after his execution of this Release Agreement (which was the date hereof) in which to revoke this Release Agreement by written notice of revocation that must be received by [[Person A:Person]]ef Executive Officer, 64 East Broadway Blvd., Tucson, AZ 85701, no later than 5:00 p.m. on the seventh (7th) day after Executive has signed this Release Agreement; and # this Release Agreement will not become effective and enforceable until the seven (7)-day revocation period has expired without revocation of the Agreement by Executive.

Executive understands that because this Agreement includes a release and waiver of claims under the Age Discrimination in Employment Act (“ADEA”), and other federal legislation, by signing this Agreement, Executive acknowledges that his release and waiver of claims under the ADEA complies with the Older Worker Benefit Protection Act of 1990, and further acknowledge that he confirms, understands and agrees to the terms and conditions of this Agreement; that these terms are written in layperson’s terms and that Executive has been fully advised of his right to seek the advice and assistance of consultants, including an attorney and tax advisors to review this Agreement. Executive shall have a minimum of twenty-one (21) days to consider his waiver of ADEA claims, and seven (7) days following his execution of this Agreement to revoke his waiver of ADEA claims. If Executive wishes to revoke waiver of ADEA claims under this Agreement, Executive must notify the Company’s representative, Gail Nixon, Vice President – Human Resources of ​, in writing and deliver that waiver to her within seven (7) days following his execution of this Agreement. Any mailed notice of revocation must be postmarked prior to the conclusion of the seventh day after the signing of the agreement. Executive understands that this Agreement is a legally binding release, and that subject to his ability to revoke his ADEA release in writing within # days after he signs the Agreement, Executive will be barred from seeking or obtaining, directly or indirectly, any relief or recovery of any kind for or based on any of the claims released and forever discharged in this Agreement. If Executive timely revokes the release of ADEA claims, the Company shall retain sixty percent (60%) of the amount of payments otherwise payable to Executive under Section 2 of this Agreement as consideration for the waiver of ADEA claims under this Agreement. The remaining amount shall be paid to Executive in the manner specified herein.

This Agreement constitutes a voluntary waiver and release of Executive's rights and claims under the Age Discrimination in Employment Act and pursuant to the Older Workers Benefit Protection Act. Executive is hereby advised and is aware of his right to consult with legal counsel of his choice prior to signing this Agreement. Executive acknowledges that he has twenty-one (21) days during which to consider, sign and return this Agreement, but he may elect to return the executed agreement prior to the expiration of that time. Executive has the right to revoke this Agreement for a period of seven (7) days after his execution of the Agreement. This Agreement shall not become effective or enforceable until Executive executes this Agreement.

Acknowledgment of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Agreement. Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges that Executive has been advised by this writing that: # Executive should consult with an attorney prior to executing this Agreement; # Executive has 21 days within which to consider this Agreement, and the parties agree that such time period to review this Agreement shall not be extended upon any material or immaterial changes to this Agreement; # Executive has 7 days following Executive’s execution of this Agreement to revoke this Agreement pursuant to written notice to the General Counsel of the Company; # this Agreement shall not be effective until after the revocation period has expired; and # nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Agreement and returns it to the Company in less than the 21 day period identified above, Executive hereby acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.

Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to the Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever discharge the Releasees from any and all Claims that the Releasors may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, including the Older Workers Benefit Protection Act of 1990 (“OWBPA”), and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, the Executive hereby acknowledges and confirms the following: # the Executive was advised by the Company in connection with her termination to consult with an attorney of her choice prior to signing this Agreement and to have such attorney explain to the Executive the terms of this Agreement, including, without limitation, the terms relating to the Executive’s release of claims arising under ADEA, and the Executive has in fact consulted with an attorney; # the Executive was given a period of not fewer than 21 days to consider the terms of this Agreement and to consult with an attorney of her choosing with respect thereto; # the Executive knowingly and voluntarily accepts the terms of this Agreement; and # the Executive is providing this release and discharge only in exchange for consideration in addition to anything of value to which the Executive is already entitled. The Executive also understands that she has seven (7) days following the date on which she signs this Agreement within which to revoke the release contained in this paragraph 2(b), by providing the Company a written notice of her revocation of the release and waiver contained in this paragraph 2(b); provided, however, that if the Executive exercises her right to revoke the release contained in this paragraph 2(b), the Executive shall not be entitled to any amounts paid to her under the termination provisions of the Employment Agreement and the Company may reclaim any such amounts paid to her and may terminate any benefits and payments that are subsequently due under the Employment Agreement, except as prohibited by the ADEA and OWBPA.

Acknowledgment of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Agreement. Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges that Executive has been advised by this writing that: # Executive should consult with an attorney prior to executing this Agreement; # Executive has 21 days within which to consider this Agreement, and the Parties agree that such time period to review this Agreement shall not be extended upon any material or immaterial changes to this Agreement; # Executive has seven days following Executive’s execution of this Agreement to revoke this Agreement pursuant to written notice to the Chief Financial Officer of the Company; # this Agreement shall not be effective until after the revocation period has expired; and # nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Agreement and returns it to the Company in less than the 21 day period identified above, Executive hereby acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.

Effective Date Of Agreement. This Agreement shall be effective as provided in the following acknowledgement: Acknowledgment of Rights and Waiver of Claims Under the Age Discrimination in Employment Act ("ADEA"). Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA. Employee also acknowledges that the consideration given for the waiver and release contained in this Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that Employee has been advised by this writing, as required by the Older Workers' Benefit Protection Act, that: # her/his waiver and release does not apply to any rights or claims that may arise after the Effective Date (defined below) of this Agreement; # Employee should consult with an attorney prior to executing this Agreement; # Employee has at least twenty-one (21) days to consider this Agreement (although Employee may by his/her own choice execute this Agreement earlier); # Employee has seven (7) days following the full execution of this Agreement by both of the Parties to revoke the Agreement; and # this Agreement shall not be effective until the date upon which the revocation period has expired (“Effective Date”). Employee may revoke this Release only by giving Employer written notice of Employee's revocation of this Release, to Deborah J. DePaoli, Employer’s General Counsel, to be received by Employer by the close of business on the seventh (7th) day following Employee's execution of this Release.

in Employment Act of 1967, as amended, including the Older Workers Benefit Protection Act of 1990 (“OWBPA”), and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, the Executive hereby acknowledges and confirms the following: # the Executive was advised by the Company in connection with the Executive’s termination to consult with an attorney of the Executive’s choice prior to signing this Agreement and to have such attorney explain to the Executive the terms of this Agreement, including, without limitation, the terms relating to the Executive’s release of claims arising under ADEA, and the Executive has in fact consulted with an attorney; # the Executive was given a period of not fewer than 21​2 days to consider the terms of this Agreement and to consult with an attorney of the Executive’s choosing with respect thereto; # the Executive knowingly and voluntarily accepts the terms of this Agreement; and # the Executive is providing this release and discharge only in exchange for consideration in addition to anything of value to which the Executive is already entitled. The Executive also understands that the Executive has seven (7) days following the date on which the Executive signs this Agreement within which to revoke the release contained in this paragraph 2(b), by providing the Company a written notice of the Executive’s revocation of the release and waiver contained in this paragraph 2(b); provided, however, that if the Executive exercises the Executive’s right to revoke the release contained in this paragraph 2(b), the Executive shall not be entitled to any amounts paid to the Executive under the termination provisions of the Employment Agreement and the Company may reclaim any such amounts paid to the Executive and may terminate any benefits and payments that are subsequently due under the Employment Agreement, except as prohibited by the ADEA and OWBPA.

In consideration of the promises of the Company set forth in the Employment Agreement, Executive hereby releases and discharges the Releasees from any and all Claims that Executive may have against the Releasees arising under the Age Discrimination Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). Executive acknowledges that he understands that the ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Executive also understands that, by signing this Agreement, he is waiving all Claims against any and all of the Releasees.

I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; and (c) if I am age 40 or older at the time of execution of this release, I have 21 days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); and (d) if I am age 40 or older at the time of execution of this release, I have seven days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver and this Release and Waiver shall not be effective until the seven day revocation period has expired without my having previously revoked this Release and Waiver.