SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS This SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS (the Agreement) is made and

entered into this _____ day of September, 2013, by and between the Town of Egremont, its officials, employees, and agents (collectively referred to as Released Parties, as defined in Section 1 below) and Reena Bucknell (Bucknell). WHEREAS, Bucknells active employment with Egremont will cease and she will be paid through June 30, 2014; WHEREAS, Bucknell understands that, in consideration for her execution of this Settlement Agreement and Release of Claims (the Agreement) and her fulfillment of the promises made in this Agreement, Egremont agrees to provide Bucknell with payment through June 30, 2014, 50 days of vacation pay, 15 days of sick pay, and 6 personal days, and to continue benefits through June 30, 2014. All vacation, sick and personal time recited herein will be paid after June 30, 2014. WHEREAS, the parties desire to resolve all outstanding claims and to avoid further legal proceedings and the legal fees that would result therefrom. The parties acknowledge that this settlement agreement and release constitutes a good faith resolution of all disputed claims (including, without limitation, disputes about Bucknells entitlement to any payment whatsoever, and any other claims or potential claims, whether or not asserted, by Bucknell against the Released Parties); WHEREAS, the parties agree that nothing contained herein shall be construed or considered to be an admission by either party of: (i) of any wrongdoing including, but not limited to any obligation or right arising either by statute (federal, state or local) or common law, or (ii) that either party is the prevailing party in connection with any claims in dispute. NOW, THEREFORE, for good and valuable consideration, including, but not limited to, the payments, promises and agreements recited herein, the receipt and sufficiency of which hereby is acknowledged, the undersigned parties agree as follows: 1. The parties agree that wherever the term Released Parties is used in this Agreement, it shall refer to the Town of Egremont, and any of its board members, employees, officials and/or agencies and any and all other entities related in any manner to the Town of Egremont, and its respective officers, directors, employees, former employees, agents, representatives, successors, insurers, attorneys and assigns. 2. In consideration of such payments and benefits as set forth in this Agreement, Bucknell hereby releases and forever discharges the Released Parties from any and all debts, actions, causes of action, grievances, declarations, arbitration claims, suits, accounts, covenants, contracts, agreements, claims for back pay or unpaid wages or benefits, damages and any and all claims, demands and liabilities whatsoever of every name and nature, whether directly or indirectly, personally or derivatively through others, whether known or unknown, or whether suspected or unsuspected by him (collectively, claims), both in law and in equity, which Bucknell has against the Released Parties, or ever had against the Released Parties, through the date of execution of this Agreement, except to enforce this Agreement. This release of claims includes, but is not limited to, all claims for wages and other benefits, all claims pursuant to the Whistleblower Act, M.G.L. c. 149, 185 et seq., all claims of prohibited discrimination under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. 621 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 1983 et seq., 42 U.S.C. 2000 et

seq., the Americans With Disabilities Act of 1990, 42 U.S.C., 12 101 et seq., Chapter 151B of the Massachusetts General Laws, the Massachusetts Fair Employment Practices Act, G.L. c.151B, 1 et seq., and the Massachusetts Civil Rights Act (G.L. c. 12, 11H-11I), and all claims arising out of the Fair Credit Reporting Act, 15 U.S.C. 1681 et seq., the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. 1001 et seq., the Massachusetts Equal Rights Act, G.L. c.93, 102, G.L. c. 93A, G.L. c. 176D, G.L. c. 214 1 C, the Massachusetts Labor and Industries Act, G.L. c.149 1 et seq., the Massachusetts Privacy Act, G.L. c.214 1 B, Massachusetts Freedom of Information Act, G.L. c. 66, 10, G.L. c. 140, 131 et seq., G.L. c. 41, 98, M.G.L. c. 71, and any and all claims which Bucknell has, or ever had or ever may have, against the Released Parties as of the date of execution of this Agreement arising out of, or otherwise related to, Bucknells employment and/or separation from employment with the Town of Egremont. This release of claims also includes, but is not limited to, any claims pursuant to G.L. c. 41, 97A and c. 41, 108O, all claims of retaliation, reasonable accommodation, violations of G.L. c. 152, 75B and c. 151B, 4 (4) and (16), interference with advantageous business relations, intentional infliction of emotional distress, and all claims for lost wages, benefits, severance pay, interest, attorneys fees, costs, reinstatement of employment, or any other claim arising out of Bucknells employment or separation from employment with the Town of Egremont. This release also includes any claims related to the investigation, handling, adjusting or negotiation of the claims recited above, as well as the police department in general. In further consideration of the payments and benefits as set forth in this Agreement, Bucknell waives the right to assert or file any claim, cause of action, grievance, arbitration claim, complaint or other action against the Released Parties in any forum for any of the released claims. Bucknell acknowledges that she may later discover facts different from or in addition to what she now knows or believes to be true for matters released in this Agreement; notwithstanding any such different or additional facts, Bucknell agrees that this Agreement will remain in effect as to all claims released under this Agreement. 3. The Settlement Payment identified in this Agreement is in full and final settlement of Bucknells claims against the Released Parties, and any and all unasserted claims. Bucknell hereby represents that she has withdrawn or requested dismissal of any and all actions that she has filed against the Released Parties including, without limitation, any claims filed with any other state or federal agency or court. Bucknell further agrees and promises that neither she nor any other person (including, without limitation, her spouse, children or other relatives), organization or entity acting on his behalf, with his permission and/or cooperation, will file, charge, claim, sue or cause or permit to be filed, charged, claimed or sued, any action for damages or other relief (including injunctive, declaratory or other equitable relief) against the Released Parties, involving any matter occurring in the past and up to through the date of this Agreement involving any and all claims for relief and/or damages which are or could have been the subject of an action, or any and all other claims that could have been brought.

4. Except for enforcement of this Agreement, Bucknell agrees that under no circumstances shall the recited potential claims or the terms or existence of this Agreement, be used by her or by anyone acting on her behalf in any other administrative or judicial proceeding, or be entered into evidence in any other administrative or judicial proceeding by her or by anyone acting on his behalf, except as may be necessary to enforce the terms of this Agreement, or as otherwise required by law.

6. The parties agree to non-disparagement to the extent allowed by law, and further expressly acknowledge and agree to the following: (i) the parties hereby represent and warrant that they will not publish, reveal, convey, comment upon or otherwise disclose, directly or indirectly the negotiations regarding this Agreement, the fact of this Agreement, or the contents of this Agreement, except to their attorney(s), spouse or financial advisors, so long as each thereafter abides by this obligation of confidentiality. Bucknell acknowledges that if requested, the Town will provide a copy of the agreement as required the public records laws. Unless required by law, or as provided Bucknell agrees that she will not publish, reveal, convey, comment upon, or otherwise disclose: (a) any of the allegations or claims made by her in connection with this Agreement, or (b) the negotiations, terms, provisions, or existence of this Agreement. In response to any inquiry regarding this Agreement or the disposition of the case, the parties agree that they shall state only that it has been resolved. (ii) the parties shall not encourage, facilitate or assist any other individual in filing any charge or claim against the other party, nor will they voluntarily (directly or indirectly) assist any individual asserting a claim against the other party, including the Released Parties. Nothing in this Agreement herein shall be deemed to prohibit either party from responding to a lawfully served public records request, Court Order or other notice issued by a federal or state court or agency that requires a party to provide any information or documents. (iii) that the parties shall not in the future, directly or indirectly, imply or represent to anyone that the other party took any action that was unlawful, or violated any federal or state law, order, policy, rule or regulation. (iv) that the breach of any of the foregoing agreements by either party shall constitute a material breach of this Agreement. 7. Bucknell agrees and recognizes that her employment relationship with the Town of Egremont has been severed and, therefore, she will not seek employment with the Town of Egremont, and that notwithstanding payment through June 30, 2014, the Towns police department will be subject to the exclusive control of the appointed Interim Acting Police Chief. In this regard, in consideration for this agreement, Bucknell specifically waives any claims pursuant to G.L. c. 41, 97A, regarding her statutory authority and/or duty to manage the police department. This provision constitutes a material component to this Agreement. Additionally, the Town of Egremont shall not have any obligation (contractual, statutory or otherwise), to rehire, reemploy, recall or hire Bucknell in the future, or provide any further notice regarding her appointment. 8. Notwithstanding anything to the contrary contained herein, this release does not include and will not preclude any claim for breach of the provisions of this Agreement or to enforce this Agreement. 9. This Agreement supersedes any and all prior oral and/or written agreements between Bucknell and the Released Parties, and sets forth the entire agreement between the parties. No variations or modifications

hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. The terms of this Agreement are severable and if any provision of this Agreement is found to be unenforceable, the remaining provisions shall be enforced, but in no event shall payment be required if the Released Parties are deprived of a material component of this Agreement. This Agreement shall take effect as an instrument under seal in the Commonwealth of Massachusetts and the validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the internal law of the Commonwealth of Massachusetts, without giving effect to conflict of law principles. 11. The parties hereby acknowledge that they have read this Agreement carefully, that they have been afforded sufficient time to understand the terms and effects of this Agreement, that they have consulted and been advised by legal counsel regarding all of the terms and effects of this Agreement prior to executing this Agreement, that they are voluntarily entering into and signing this Agreement, and that neither party nor its agents or representatives have made any representations inconsistent with the terms and effects of this Agreement. As both parties have had adequate time to review the agreement, the agreement will not be construed against either party in the event of a dispute, but shall be a construed according to its terms.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first abovewritten. REENA BUCKNELL TOWN OF EGREMONT

______________________________ By: ______________________________ Its: ___________________________ Dated:________________________ Dated:____________________________

Exhibit A COMMONWEALTH OF MASSACHUSETTS BERKSHIRE, SS. _________________________________ ) ROBERT MAYNARD, JR. ) Plaintiff ) ) v. ) ) TOG MANUFACTURING CO., ) INC. ) Defendant. ) _________________________________) JOINT STIPULATION OF DISMISSAL Pursuant to Mass. R. Civ. P. 41(a)(1)(ii) and by joint stipulation, Plaintiff Robert (Plaintiff) and Defendant TOG Manufacturing Co., Inc. (Defendant), hereby stipulate and agree, by and through their respective counsel, that all of the claims of Plaintiff against Defendant are dismissed with prejudice, with all rights of appeal waived, and with each party to bear its and own costs and attorneys fees. SUPERIOR COURT DEPARTMENT CIVIL ACTION NO. 09-0406-A

Respectfully submitted, ROBERT MAYNARD, JR. By his counsel TOG MANUFACTURING CO., INC. By its counsel,

____________________________ Jeremia A. Pollard, BBO #643382 Hannon Lerner 184 Main Street P.O. Box 697 Lee, MA 01238 (413) 243-3311 Dated: March _, 2012

____________________________ Kenneth M. Bello, BBO #036630 Steven D. Weatherhead, BBO # 637601 Bello Black & Welsh LLP 699 Boylston Street, Tenth Floor Boston, Massachusetts 02116 (617) 247-4100