This General
Release Agreement (this “Release”) is between Smith
International, Inc. and Margaret K. Dorman
(“Executive”) (collectively referred to as the
“Parties” or separately as a
“Party”).
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1.1.
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In
exchange for the Severance Payment, Special Long-Term Incentive
Program Treatment, Company-Subsidized Health Coverage, and Career
Transition Services (together, the “Special Severance
Benefits”) described in and made available to Executive
pursuant to the terms of the September 25, 2009 letter to
Executive from Malcolm W. Anderson (the “Agreement”),
Executive, on behalf of herself, her heirs, beneficiaries, agents,
representatives and assigns, agrees to release and hereby does
release Smith International, Inc., its parents, subsidiaries,
affiliates, and related entities, and its and their compensation
and benefits plans (including trustees, fiduciaries, and
administrators of those plans), employees, officers, directors,
representatives, successors, assigns and agents (collectively,
hereinafter “Smith” or the “Company”), from
all claims, demands, actions or liabilities of every kind
including, but not limited to, those that are related to
Executive’s employment with Smith, the termination of that
employment, severance payments, bonus payments, incentive or equity
compensation, claims for payments or benefits under the Amended and
Restated Change-of-Control Employment Agreement or any other
agreement with the Company (whether written or oral), and claims
for attorneys’ fees. Executive also agrees that this Release
covers, but is not limited to, claims arising from the Age
Discrimination in Employment Act of 1967, as amended, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act
of 1964, as amended, and any other federal, state or local law
dealing with discrimination in employment, harassment, or
retaliation, including, but not limited to, discrimination based on
sex, sexual orientation, race, national origin, religion,
disability, veteran status or age, and claims for attorneys’
fees, provided, however, that the foregoing release by Executive
shall not apply to claims arising under the Agreement. This Release
covers both claims that Executive knows about and those that
Executive may not know about which have accrued by the time
Executive executes this Release, except as expressly provided to
the contrary within this Release.
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1.2.
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This Release does not prevent
Executive from enforcing non-forfeitable rights to
Executive’s accrued benefits under any employee benefit plan
within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended, as of the date of
termination of Executive’s employment with Smith
International, Inc., which are not released hereby but survive
unaffected by this document.
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1.3.
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The
Age Discrimination in Employment Act prohibits employment
discrimination based on age and is enforced by the U.S. Equal
Employment Opportunity Commission (“EEOC”). Other
federal laws prohibit discrimination in employment based on sex,
race, color, national origin, religion, disability, or veteran
status. These laws are enforced by the EEOC and the U.S. Department
of Labor (“DOL”). There are also state and local laws
prohibiting discrimination, which are enforced by state
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and local human
rights agencies. This Release does not preclude filing a charge
with or participating in an investigation or proceeding conducted
by the EEOC, DOL, or any other federal, state or local agency
charged with enforcement of anti-discrimination laws, although by
signing this Release, Executive waives any right to monetary
recovery based on claims asserted in such a charge.
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2.
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Release by the Company
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2.1.
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In
return for the consideration provided in the Agreement and by this
Release, the Company, as defined in paragraph 1.1 above, agrees to
release and hereby does release Executive and her heirs,
beneficiaries, agents, representatives and assigns, from all
claims, demands, actions or liabilities of every kind including,
but not limited to, those that are related to Executive’s
employment with Smith, the termination of that employment, claims
under the Amended and Restated Change-of-Control Employment
Agreement or any other agreement with the Company (whether written
or oral), and claims for attorneys’ fees, provided, however,
that the foregoing release by the Company shall not apply to claims
arising under the Agreement. This Release covers both claims that
the Company knows about and those that the Company may not know
about which have accrued by t
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