Ronald N. and Karen M. Gross - Page 8




                                         - 8 -                                           
               Agreement.  Gross agrees to indemnify and hold harmless                   
               the Company from any and all liens, actions, or claims                    
               on the part of the Internal Revenue Service or any                        
               other tax authority in connection with any payment made                   
               to Gross under subparagraphs 3(b) or 5(a) of this                         
               Agreement.  This indemnity and hold harmless agreement                    
               will apply as to the full amount of any such liens,                       
               actions, or claims, and as to the amount of any                           
               expenses incurred in connection therewith.                                
          The Release                                                                    
               The release signed by petitioner defined the universe of                  
          claims released by petitioner in the settlement agreement as                   
          follows:                                                                       
               “My Claims” means all of my existing rights to any                        
               relief of any kind from * * * [Okabena] or the                            
               Investments,[4] whether or not I now know about those                     
               rights including, but not limited to:                                     
               1.   all claims that arise out of or that relate to my                    
                    employment or the termination of my employment                       
                    with * * * [Okabena];                                                
               2.   all claims that arise out of or that relate to the                   
                    statements or actions of * * * [Okabena] or the                      
                    Investments;                                                         
               3.   all claims for any alleged unlawful discrimination                   
                    or any other alleged unlawful practices that arise                   
                    out of or that relate to the statements or actions                   
                    of * * * [Okabena] or the Investments, including,                    
                    but not limited to, claims under the Civil Rights                    
                    Act of 1964, the Age Discrimination in Employment                    
                    Act, the Americans with Disabilities Act, the                        
                    Civil Rights Act of 1991, the National Labor                         
                    Relations Act, the Employee Retirement Income                        
                    Security Act, the Minnesota Human Rights Act, the                    
                    Minnesota Workers’ Compensation Act, and any                         


               4“Investments” was defined as “any present or past                        
          investment entities managed by Okabena Company, and any person                 
          who acted on behalf of or on instructions from any present or                  
          past investment entities managed by Okabena Company.”                          





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