MUTUAL RELEASE AND
NON-DISPARAGEMENT AGREEMENT
I, Donald W. Wallace (“ Executive
”), in consideration of and subject to the performance by
Lazy Days R.V. Center, Inc., a Florida corporation (together with
its subsidiaries, the “ Company ”), of its
obligations under the Retirement Agreement dated as of the date
hereof by and among Executive, Lazy Days’ R.V. Center Inc.,
LD Holdings Inc., and RV Acquisition Inc. (the “
Retirement Agreement ”), do hereby release and forever
discharge as of the date hereof the Company and all present and
former directors, officers, executives, employees, attorneys,
agents, representatives, executives, successors and assigns of the
Company and its direct or indirect owners, parents, affiliates and
subsidiaries (and their directors, officers, executives, employees,
attorneys, agents, representatives and executives) (collectively,
the “ Released Parties ”) to the extent provided
below.
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(1)
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Except as
provided in paragraph 2 below, I knowingly and voluntarily release
and forever discharge the Released Parties from any and all claims,
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 hereof) and whether known or unknown, suspected, or claimed
against any of the Released Parties which I, or any of my heirs,
executors, administrators or assigns, may have, which arise out of
or are connected with my engagement by, employment with or
separation from the Company (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 Civil Rights
Act of 1866, as amended; 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 any policies, practices or procedures of the Company;
or any claim for wrongful discharge, breach of contract, infliction
of emotional distress, defamation; or any claim for costs, fees, or
other expenses, including attorneys’ fees incurred in these
matters) (all of the foregoing collectively referred to herein as
the “ Claims ”).
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(2)
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I understand
and agree that this Mutual Release And Non-Disparagement Agreement
(“ Release ”) does not waive or release any
rights or claims which arise after the date I execute this Release;
claims for enforcement of Section C and E of the Retirement
Agreement; claims for benefits under any employee benefit plan
maintained by the Company; claims under Section 5(iv) of that
certain Management Agreement dated as of May 14, 2004 among
Bruckmann, Rosser, She
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