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officers, directors, employees, attorneys, representatives, successors and assigns as taxes,attorneys’ fees, deficiencies, levies, assessments, fines, penalties, interest or otherwise.     5. Employee represents that he has not filed, and will not file, any complaints, lawsuits,administrative complaints or charges arising from or relating to employment with, or termination ofemployment from, the Company. Notwithstanding the provisions of any law stating that a generalrelease does not extend to claims which the creditor does not know of or suspect to exist in hisfavor at the time of executing the release and except as set forth in this section, Employee agreesto release the Company, its Board of Directors, officers, employees, agents and assigns, from anyand all claims, charges, complaints, causes of action or demands of whatever kind or nature thatEmployee now has or has ever had against the Company, whether known or unknown, arising from orrelating to Employee’s employment with or discharge from the Company, including but not limited to:wrongful or tortious termination, specifically including actual or constructive termination inviolation of public policy; implied or express employment contracts and/or estoppels;discrimination and/or retaliation under any federal, state or local statute or regulation,specifically including any claims Employee may have under the Fair Labor Standards Act, AgeDiscrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans withDisabilities Act, Title VII of the Civil Rights Act of 1964 as amended, the Family and MedicalLeave Act, the Wisconsin Family and Medial Leave Act, the Wisconsin Minimum Wage Laws, WisconsinLabor Standards Retaliation Law, Wisconsin “Whistleblower Law”, and the Wisconsin Fair EmploymentAct, any and all claims brought under any applicable state or local employment discrimination orother statutes; any claims brought under any federal or state statute or regulation for non-paymentof wages or other compensation (including bonuses due after the Separation Date), and libel,slander, or breach of contract other than the breach of this Agreement. This release specificallyexcludes a) claims, charges, complaints, causes of action or demands of whatever kind or naturethat post-date the Separation Date or the Effective Date, whichever is later, and that are based onfactual allegations that do not arise from or relate to Employee’s present employment with ordischarge from the Company; b) all obligations under this Agreement; c) all rights of coverage, ifany, Employee may have under any officers and directors liability policy covering Employee’s workas an officer on behalf of the Company; d) all Employee’s rights, if any, of contribution andindemnification in the event of any third party claim relating to actions or omissions of Employeeperformed in the course and scope of Employee’s employment with Company; e) all continuingobligations of Company under any employee benefit plan and under COBRA.     6. Subject to certain exceptions noted below and elsewhere within this Agreement, on theSeparation Date, Employee represents and warrants that he has returned to the Company all Companydocuments (and copies thereof) and other Company property that Employee may in his possession orcontrol, including, but not limited to, Company files, electronic mail, electronic data, notes,drawings, records, business plans and forecasts, financial information, specifications, trainingmaterials, computer-recorded information, tangible property including, but not limited to, entrycards, identification badges and keys, and any materials of any kind that contain or embody anyproprietary or confidential information of the Company (and all reproductions thereof). Employeerepresents and warrants that he has returned all property belonging to the Company prior to theSeparation Date.     7. Employee acknowledges and affirms that he has previously executed a “ConfidentialInformation and Inventions Agreement” dated June 13, 2003, (hereinafter Non-Disclosure Agreement)and that said Non-Disclosure Agreement is not affected by either the Employment Agreement or thisAgreement, and that his obligations not to use or disclose the Company’s confidential informationare ongoing.     8. Communications: a) The Company and Employee shall draft and agree upon the content of anyannouncement regarding Employee’s separation, including an “exit statement” outliningthe reason for Employee leaving the company
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 b) Employee agrees not to disparage the Company, or its officers, directors,employees, shareholders, affiliates and agents, in any manner likely to be harmful tothem and their business reputation or personal reputation; provided that Employee shallrespond accurately and fully to any question, inquiry or request for information whenrequired by law or legal process. At the same time, the Company along with itsofficers and directors, agrees not to disparage Employee in any manner likely to beharmful to him and his business and personal reputation and to maintain the reason forEmployee’s separation from the Company confidential in all private and publicstatements, except to the extent such statements are compelled by judicial or othercompulsory process. Employer further agrees to provide references with regards to anythird party inquiries regarding Employee incidental to Employee’s search forre-employment. Such inquiries shall be referred by Employee to Dave Marver and/orBarbara Thompson, who shall handle such communications on behalf of the Company. Thecontent of the reference will be as set forth in Appendix A, and will specificallyexclude any information that is likely to be harmful to Employee and his business andpersonal reputation as well as Employee’s ability to secure new employment.     9. The provisions of this Agreement will be held in strictest confidence by Employee and theCompany and will not be publicized or disclosed in any manner whatsoever, *provided, however*, that:(a) Employee may disclose this Agreement to immediate family, attorney, accountant and financialadvisor, and as necessary in seeking consulting work or employment; (b) the Company will disclosethis Agreement as may be necessary in the conduct of its business, including but not limited to,required filings with the Securities and Exchange Commission, and other public announcementsrequired as a publicly-traded company; and (c) the parties may disclose this Agreement as may benecessary to enforce its terms or as otherwise required by law. In particular, and withoutlimitation, Employee will not disclose the provisions of this Agreement to any current or formeremployee of the Company, except as required by law.     10. Employee warrants that no promise or inducement has been offered for this Agreement otherthan as set forth herein and that this Agreement is executed without reliance upon any otherpromises or representations, oral or written. Any modification of this Agreement must be made inwriting and be signed by Employee and the Company. This Agreement supersedes all priorunderstandings between the Parties and represents the entire Agreement between the Parties withrespect to all matters involving Employee’s employment with or termination from the Company, exceptas stated herein.     11. If any provision of this Agreement or compliance by Employee or the Company with anyprovision of this Agreement constitutes a violation of any law, or is or becomes unenforceable orvoid, then such provision, to the extent only that it is in violation of law, unenforceable orvoid, will be deemed modified to the extent necessary so that it is no longer in violation of law,unenforceable or void, and such provision will be enforced to the fullest extent permitted by law.If such modification is not possible, said provision, to the extent that it is in violation of law,unenforceable or void, will be deemed severable from the remaining provisions of this Agreement,which provisions will remain binding on both Employee and the Company. This Agreement is governedby the laws of the State of Washington.     12. The King County Superior Court of Washington or the United States District Court for theWestern District of Washington, Seattle, Washington, shall have exclusive jurisdiction of anylawsuit arising from or relating to Employee’s employment with, or termination from, the Company,or arising from or relating to this Agreement. Employee consents to such venue and personaljurisdiction. The prevailing party in any such lawsuit will be entitled to an award of attorneys’fees and reasonable litigation costs. Employee agrees that he will indemnify and hold the Companyharmless from any breach of this Agreement by Employee. **Employee further agrees that if hechallenges this Agreement or files any claims against the Company arising from or relating to hisemployment with, or termination from, the Company, excluding any claim challenging the validity ofhis waiver of rights under the Age Discrimination in Employment Act, and excluding any claim forbreach of this agreement, he will return all monies and benefits received by him from the Companypursuant to this Agreement.**In the event Employee challenges the validity of his waiver of rightsunder the Age Discrimination in
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Employment Act, he agrees that the Company may recover money and benefits paid under thisAgreement if Employee’s challenge and subsequent Age Discrimination in Employment Act claim aresuccessful and he obtains a monetary award.     13. Employee specifically agrees and acknowledges: (A) that waiver of rights under thisAgreement is knowing and voluntary as required under the Older Workers Benefit Protection Act; (B)that he understands the terms of this Agreement; (C) that he has been advised in writing by theCompany to consult with an attorney prior to executing this Agreement; (D) that the Company hasgiven him a period of up to forty-five (45) days within which to consider this Agreement; (E) that,following execution of this Agreement he has seven (7) days in which to revoke his agreement tothis Agreement and that, if he choose not to so revoke, the Agreement shall then become effectiveand enforceable and the payment and extension of benefits listed above shall then be made to him inaccordance with the terms of this Agreement; and (F) nothing in this Agreement shall be construedto prohibit him from filing a charge or complaint, including a challenge to the validity of thewaiver provision of this Agreement, with the Equal Employment Opportunity Commission orparticipating in any investigation conducted by the Equal Employment Opportunity Commission.However, he has waived any right to monetary relief. To cancel this Agreement, he understands thathe must give a written revocation to Dave Marver, CEO of Cardiac Science Corporation at Companyheadquarters in Bothell, Washington either by hand delivery or certified mail within the seven-dayperiod. If Employee revokes the Agreement, all duties of the Company shall be immediatelyextinguished, the Agreement will not become effective or enforceable, and Employee will not beentitled to any of the benefits set forth above.     14. Employee further specifically agrees that modifications to this Agreement, whethermaterial or immaterial, do not restart the running of the forty-five (45) day period referenced inParagraph 13.     15. This Agreement shall be binding upon the parties hereto and upon their heirs,administrators, representatives, executors, successors, employees, agents and assigns, and shallinure to the benefit of said parties and each of them and to their heirs, administrators,representatives, executors, successors, employees, agents and assigns. Employee expressly warrantsthat he has not transferred to any person or entity any rights, causes of action, or claimsreleased in this Agreement.     16. This Agreement in no way alters the at-will nature of Employee’s employment with theCompany through and including the Separation Date.     **17. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THISAGREEMENT, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE, AND THAT HESIGNS THIS AGREEMENT WITH THE INTENT OF RELEASING THE COMPANY AND ITS OFFICERS, DIRECTORS,EMPLOYEES AND AGENTS FROM ANY AND ALL CLAIMS.**       ACCEPTED AND AGREED TO:                    Barbara Thompson, VP Human Resources   Feroze Motafram  Cardiac Science Corporation   Employee’s Signature         Dated:    Dated:   
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