Exhibit 10.13


 


	
  To:

  	
  Robert
  Culhane

  
	
  From:

  	
  Edward
  L. Donnelly, CEO

  
	
  Date:

  	
  July 13,
  2009

  
	
  Re:

  	
  Severance Pay and Release
  Agreement

  



 


Robert,


 


The purpose of this memorandum is to clearly
identify the terms under which your employment with DynaVox Systems LLC is
being concluded as of July 13, 2009 (hereinafter the “Effective Date”).


 


As you are aware, you are party to a number
of Agreements with DynaVox signed by you on or about April 26, 2004. A
copy of these documents are attached hereto and included as part of this
Agreement. These are identified as follows:


 


(1)           Offer letter signed by you April 26,
2004 (attached hereto as Exhibit I and included as part of this
Agreement);


 


(2)           Salary Continuation and
Non-Competition Agreement signed by you April 26, 2004 (attached hereto as
Exhibit 2 and included as part of this Agreement);


 


(3)           Acknowledgement of
Employment At Will Status signed by you April 26, 2004 (attached hereto as
Exhibit 3 and included as part of this Agreement);


 


(4)           Confidentiality and
Intellectual Property Agreement signed by you April 26, 2004 (attached
hereto as Exhibit 4 and included as part of this Agreement); and


 


(5)           Agreement to Arbitrate
signed by you April 26, 2004 (attached hereto as Exhibit 5 and
included as part of this Agreement).


 


The attached documents set forth your
entitlement to severance in the form of salary continuation for a period of one
year at your last base salary, reimbursement of COBRA for the same period
(unless you become eligible for healthcare insurance through another employer),
and standard outplacement services. The agreements also set forth your
continuing obligations regarding DynaVox’s intellectual property and
confidential information.


 


In return for receiving the salary and
benefits set forth in the attached, as well as additional consideration set
forth below, you must abide by the terms of those Agreements, and agree to all
terms and conditions set forth below:


 


1.             RELEASE


 


You knowingly and voluntarily release and
forever discharge, to the fullest extent provided by law, DynaVox Systems LLC,
its affiliates, subsidiaries, divisions, successors and assigns, and the past
and present employees, officers, directors and agents thereof (collectively
referred to throughout this Agreement and General Release as “Dynavox,”
“Employer” and/or “Releasees”), of and from any and all claims, known and
unknown, which you, your heirs, executors, administrators, successors, and
assigns (referred to collectively throughout this 


 

















 


Agreement as “you” or “your”) have or may
have against DynaVox as of the date of your signing of this Agreement and
General Release, including, but not limited to, any alleged violation of the
Age Discrimination in Employment Act (“ADEA”), the Fair Labor Standards Act,
the Family and Medical Leave Act (only to the extent permitted by law), the
Occupational Safety and Health Act, the National Labor Relations Act, Title VII
of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights
Act of 1866, Sections 1981 through 1988 of Title 42 of the United States Code,
the Employee Retirement Income Security Act of 1974, the Immigration Reform and
Control Act, the Americans with Disabilities Act of 1990, the Equal Pay Act,
the Rehabilitation Act of 1973, Executive Order 11246 and any other Executive
Order, the Older Workers Benefit Protection Act, the Sarbanes-Oxley Act of
2002, the Worker Adjustment and


 


Retraining Notification Act (“WARN”), any
discrimination or employment related laws governed by the Commonwealth of
Pennsylvania or the City of Pittsburgh; all as amended, and any other federal,
state or local civil or human rights law or any other local, state or federal
law, regulation or ordinance; any public policy, contract, tort, or common law
claim; or any allegations for costs, fees, or other expenses including attorneys’ fees
incurred as of the time of your signing of this Agreement and General
Release.


 


2.             NO CLAIMS PENDING


 


You confirm that no claim, charge, complaint,
or action exists in any forum or form brought by you or on your behalf against
Releasees. Nothing herein is intended to or shall preclude you from filing a
complaint and/or charge with an appropriate federal, state or local government
agency and/or cooperating with said agency in its investigation. However, in
the event that any claim, charge, complaint or legal action is filed by you, or
on your behalf, against any of the Releasees, you agree to waive your right to
recover any monetary relief or monetary recovery therefrom, including costs and
attorneys’ fees. You further affirm that you have been paid and/or have
received all compensation, wages, bonuses, commission and/or benefits due to
you except as provided in this Agreement and General Release. You
furthermore affirm that you have no known workplace injuries or occupational
diseases and have been provided and/or have not been denied any leave requested
under the Family and Medical Leave Act.


 


3.             RETURN OF EQUIPMENT


 


You agree to immediately return all of
DynaVox’s equipment, documents and property.


 


4.             RESIGNATION


 


As of the Effective Date of this Agreement,
you voluntarily resign your employment with DynaVox. All regular salary, wages,
medical benefits, dental benefits, vision benefits, DynaVox benefits, right to
participate in any DynaVox pension plan, retirement plan, 401k plan,
compensation and payments of any nature end as of the Effective Date. DynaVox
will reimburse all business related expenses you incur in furtherance of
DynaVox business prior to the Effective Date of this Agreement provided that
they are submitted within thirty (30) days of the Effective Date with adequate
documentation, copies of receipts and in a form acceptable to DynaVox.


 


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5.             CONSULTING SERVICES


 


From the Effective Date through September 30,
2009, you agree to be available and to provide to DynaVox with professional
services in the area of transitioning Chief Financial Officer responsibilities,
training, and the transfer of DynaVox knowledge and information (“Consulting
Services”) as needed and requested by DynaVox Chief Operating Officer (“COO”)
or Chief Executive Officer (“CEO”) including, but not limited to, the
following:


 


a.             Be available, through
DynaVox-supplied mobile telephone, for consultation and communication with
DynaVox COO and CEO at reasonable times and for reasonably detailed
communications,


 


b.             Participate and assist in an
orderly transition of your successor(s),


 


c.             Participate and assist in
the training of your successor(s) to the level required for said personnel
to function in the role of Chief Financial Officer,


 


d.             Communicate and consult only
with any successor(s), COO and CEO via telephone at reasonable times and for
reasonably detailed conversations,


 


e.             Travel, at DynaVox expense,
up to eight (8) business days at the request of the COO or CEO, as long as
you are provided one (1) week notice,


 


f.              Return all DynaVox property
including but not limited to any laptop computer, mobile telephone, and desktop
computer equipment maintained within your possession within five (5) business
days upon the written request of DynaVox.


 


g.             If the COO is incapacitated
or no longer with DynaVox during the pendency of this Agreement, the CEO of
DynaVox will interact with you in accomplishing the requirements of this
Agreement.


 


h.             You agree to use your best
efforts to complete all required tasks or work. All work will be performed in a
competent fashion in accordance with applicable standards of the profession,
and all services are subject to final approval, which must be within the reasonableness
standard, by the DynaVox COO prior to payment.


 


i.              Nothing in this paragraph
prohibits Culhane from performing services for other individuals or
corporations during the period in which contractor services are being rendered
to Dynavox.


 


6.             COMPENSATION


 


In consideration of the covenants, agreements
and conditions contained within this Agreement, as well as within the Salary
Continuation and Non-Competition Agreement dated on or about April 26,
2004, DynaVox agrees to compensate you as follows:


 


a.             DynaVox will pay to you
biweekly salary continuation payments, paid pursuant to DynaVox’s standard
payroll practice, less all applicable withholdings including taxes, 


 


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social
security, and Medicare, beginning the day following the Effective Date through
and including September 30, 2010,


 


b.             In the event you elect to
continue coverage under DynaVox’s plans pursuant to the Consolidated Omnibus
Budget Reconciliation Act (“COBRA”), DynaVox will pay the employer portion of
your insurance premium until September 30, 2010, unless you become
eligible for healthcare insurance through another employer.


 


c.             DynaVox will provide you
with outplacement services consistent with DynaVox practice beginning the day
following the Effective Date through and including September 30, 2010.


 


d.             DynaVox will pay you for all
unused vacation time accrued through the Effective Date within three weeks of
the effective date,


 


e.             DynaVox will pay your fy09
bonus money ( per the fy09 bonus program ) before September 30, 2009. As a
contractor you are not eligible for any bonus for fy10


 


f.              DynaVox will reimburse all
reasonable travel, hotel, and transportation expenses you incur at the written
request of DynaVox. DynaVox will provide reimbursement of up to Thirty-Five
($35.00) dollars a day for meals while traveling at the request of DynaVox on
DynaVox business. All expenses must be approved in writing in advance. When
approved in writing, you shall submit to DynaVox written documentation and receipts
itemizing the dates on which expenses are incurred including a copy of the
written authorization. DynaVox shall reimburse you the amounts due pursuant to
submitted reports within two weeks of receipt and approval by DynaVox COO.


 


7.             STOCK


 


DynaVox will provide you with the following
options regarding your DynaVox equity classes A,B, C & D Units:


 


(i)            DynaVox will allow you the
option of cashing out your DynaVox stock at the Fair Market Value as of July 3,
2009, as provided for in the DynaVox Second Amended and Restated Limited
Liability Company Agreement; or


 


(ii)           DynaVox will allow you the
option of retaining DynaVox stock,( on the same conditions of active employees
) provided that you comply with the covenants, agreements and conditions
contained within this Agreement, as well as within the Salary Continuation and
Non-Competition Agreement dated April 26, 2004.


 


You may selected a one time “hybrid “ of
option (i or ii) within 15 days of reviewing the FY09 FMV analysis. No other
selections can be made over time.


 


DynaVox reserves the right to determine if
you have complied with the covenants, agreements and conditions contained
within this Agreement, as well as within the Salary Continuation and
Non-Competition Agreement dated April 26, 2004.


 


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If you fail to comply with this Agreement, at
DynaVox’s option, your stock Fair Market Valuation will revert back to the most
recent fiscal year valuation.


 


8.             INDEPENDENT CONTRACTOR


 


As of the Effective Date of this Agreement
and thereafter, you are an independent contractor and not an employee of
DynaVox or any of its subsidiaries or affiliates. Nothing contained herein or
any document executed in connection herewith, shall be construed to create an
employer-employee relationship, partnership or joint venture relationship
between you and DynaVox. The consideration set forth herein shall be the sole
consideration due to you for the services rendered hereunder. You will not
represent to be or hold yourself out as an employee of DynaVox and you
acknowledge that you shall not have the right or entitlement in or to any of
the pension, retirement or other benefit programs now or hereafter available to
DynaVox’s regular employees. As required by the Internal Revenue Code, DynaVox
will make all required withholdings on payments to you.


 


Your taxpayer I.D. number is your social
security number and DynaVox will file all required tax documents bearing that
identification number. You are licensed to perform the agreed-upon services
enumerated herein and covenants that you will maintain all valid licenses,
permits and registrations to perform same.


 


You agree to participate and assist in any
and all legal matters that may have occurred or arisen as a result of any event(s) that
occurred during your employment. You agree to discuss any and all legal matters
with DynaVox personnel, attorneys retained by or for DynaVox, appear for deposition(s) and
appear for any court hearings or trials. DynaVox will pay reasonable airfare,
hotel, and transportation and will provide a reimbursement of up to Thirty-Five
($35.00) per day for meals, gratuity, or other related expenses you incur.
DynaVox will also provide you with reasonable notice of your required
assistance. This provision survives the termination of this agreement.


 


9.             NON-DISPARAGEMENT


 


You agree to not disparage DynaVox. You agree
for yourself and all others acting on your behalf, either directly or
indirectly:


 


a.             Not to publish, repeat,
utter or report, either publicly or privately, any statement or comment, nor to
take, encourage, induce or voluntarily participate in any action, that would
negatively comment on, disparage, defame or call into question the officers,
directors, employees, attorneys, agents, or contracting parties, or business,
operations, services, products or conduct of DynaVox or any of its affiliates
or employees,


 


b.             Not to act in any way with
respect to DynaVox business operations, policies or conduct that would damage
DynaVox’s reputation, business relationships or present or future business, or
the reputation of DynaVox’s past or present executives, agents, employees or
affiliates, and


 


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c.             Not to negatively comment
on, disparage, defame or call into question DynaVox to any person or entity,
including, but not limited to, DynaVox customers or vendors concerning
DynaVox’s officers, directors, employees, attorneys, agents, or contracting
parties, or business, operations, services, products or conduct.


 


Dynavox agrees not to disparage you.


 


10.          COVENANT NOT TO COMPETE


 


You, from the date this Agreement was
received until September 30, 2010, agree that you will not, whether on
your own behalf or on behalf of or in conjunction with any other person or
entity, directly or indirectly:


 


a.             Solicit or assist in
soliciting the business of any individual or entity that was a client of
DynaVox at any time during the three years preceding the Effective Date of this
Agreement,


 


b.             Solicit or assist in
soliciting the business of any individual or entity that is a current client of
DynaVox,


 


c.             Solicit or assist in
soliciting the business of any individual or entity that DynaVox was actively
soliciting to become a client of DynaVox within the one year preceding the
Effective Date of this Agreement, if you were aware of the solicitation while
employed by DynaVox,


 


d.             Provide services, in
competition with DynaVox, relating to the development, manufacture, sale,
maintenance, or repair of any product for or to any individual or entity that
was a client of DynaVox at any time during the three years preceding the
Effective Date of this Agreement,


 


e.             Hire, solicit, or assist in
soliciting anyone who was employed by DynaVox at any time during the one year
preceding the Effective Date of this Agreement, or


 


f.              Within any state,
commonwealth, district or territory of the United States or any other country
in which DynaVox develops, manufactures, sells, maintains or repairs products,
become an employee, agent, representative, partner, shareholder or holder of
any other financial interest, with respect to any entity that competes with DynaVox in that state, commonwealth, district
or territory.


 


11.          NON-COMPETE AS TO SPECIFIC DEVICES


 


You, from the date this Agreement was
received until September 30, 2010, agree that you
will not directly or indirectly sell, work for, represent, act in any sales
capacity role, accept employment from, perform services for, engage as an
independent contractor for, or act in any role supporting, growing, assisting any
business, organization, company, entity, or person that is developing,
researching, creating, marketing, selling or otherwise engaged in a business
related to speech generating devices, AAC, or Assistive Technologies.


 


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12.          NON-COMPETE AS TO SPECIFIC ENTITIES


 


You, from the date this Agreement was
received until September 30, 2010, agree that you will not directly or
indirectly work for, represent, act in any sales capacity role, accept
employment from, perform services for, engage as an independent consultant or
contractor for or act in any role supporting, growing, assisting any entity,
subsidiary, affiliate or related entity world-wide for any Employer identified
in Exhibit 6 attached and incorporated herein.


 


13.          NON-SOLICITATION OF DYNAVOX PERSONNEL


 


You, from the date this Agreement was
received until September 30, 2010, agree that you will not directly or
indirectly encourage, entice or solicit any current employee of DynaVox to
leave DynaVox’s employ for any reason or interfere in any material manner with
employment relationships at the time existing between DynaVox and its current
employees or contact, inquire, or otherwise communicate with any employee of
DynaVox, for the purpose of encouraging the DynaVox employee to leave
employment with DynaVox or to take on employment with any other entity. You
acknowledge that the specialized nature of your knowledge of Confidential
Information, DynaVox’s proprietary information, trade secrets, customer information
and other intellectual property are such that a breach of this Covenant Not to
Compete contained herein would necessarily and inevitably result in a
disclosure, misappropriation and misuse of Confidential Information,
proprietary information, trade secrets and other intellectual property.
Accordingly, you acknowledge and agree that such a breach would inflict unique
and irreparable harm upon DynaVox and that DynaVox shall be entitled, in
addition to its other rights and available remedies, to enforce, by injunction
or decree of specific performance, your obligations set forth herein.


 


14.          BREACH OF THIS AGREEMENT & ARBITRATION


 


In accordance with the Agreement to Arbitrate
dated April 26, 2004, a copy of which is attached hereto and included as
part of this agreement, any disputes between you and DynaVox concerning this
Agreement, with the exception of those stated below, shall be resolved before
the American Arbitration Association and pursuant to its rules. The forgoing
provision applies to, among other claims, any claims for unpaid compensation
under this Agreement, any breach of contract allegations or any claim for
monetary damages of any nature under this Agreement. The only exception to the
foregoing provision is that in the case of an alleged violation of sections 9,
10, 11, 12, 13 and 15 and subparts thereof, DynaVox will have the right to
request that a court issue temporary/preliminary injunctive relief. The site of
the arbitration shall be within Allegheny County, Pennsylvania, and DynaVox and
you further agree that all proceedings shall take place in Allegheny County,
Pennsylvania.


 


DynaVox shall pay the initial filing fee, but
each party shall pay 50% of the Arbitrator’s fees and its own attorneys’ fees
and costs. The results of the arbitration shall be final and binding upon the
parties and may be enforced by any court of competent jurisdiction pursuant to
the Federal Arbitration Act, 9 U.S.C. Section I et seq., as well as by any
application of State laws.


 


DynaVox is entitled to seek judicial relief
for violations of sections 9, 10, 1 I , 12, 13 and 15 of this Agreement. With
respect to matters that are not alleged violations of sections 9, 10, 11, 12, 


 


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13 and 15 and subparts thereof (for which
DynaVox will have the right to request that a court issue temporary/preliminary
injunctive relief), the parties shall consider non-binding mediation of
disputes over money damages should a dispute arise. Should the parties agree to
mediate the dispute, the matter will be mediated by a mediator agreed to by you
and DynaVox under the auspices of the American Arbitration Association, such
mediation to take place in Allegheny County, Pennsylvania. Both parties agree
to pay 50% of the fee for the mediation proceeding. Should the parties not
agree to resolve the dispute over money damages by mediation, the parties shall
be free to dispute over money damages to arbitrate as set forth above.


 


15.          CONFIDENTIALITY


 


a.             This Agreement, all of its
terms and information contained herein, all of the negotiations leading to it,
all of the communications generated pursuant to it, and the implementation
hereof (collectively, “Confidential Material”), shall be kept strictly
confidential and shall not be disclosed to any person, corporation, or other
entity not a Party to this Agreement except:


 


i.              Under valid order of any
court or governmental agency of competent jurisdiction compelling disclosure,
or as otherwise may be required by statute, regulation or other law;


 


ii.             To defend or assert claims
by or against any Party hereto in a judicial proceeding to enforce this
Agreement or any of its terms and provisions;


 


iii.            To the subsidiaries,
affiliates, associated or parent companies of the Parties and their counsel;


 


iv.            By written consent of the
Parties to this Agreement;


 


b.             If you or DynaVox are served
with a subpoena or other document request calling for disclosure of this
Agreement or its terms, written notice of the receipt of such subpoena or
document request shall be given to the other Party no later than seven (7) days
before a response to said request or subpoena is required or within twenty (20)
business days of the receipt of such subpoena or document request, whichever is
sooner. The respondent shall give the notified Party a reasonable opportunity
to seek a protective order prior to responding to such a subpoena or other
document request.


 


16.          GENERAL TERMS


 


a.             This Agreement is intended
to be and is an accommodation between the Parties hereto. The Agreement shall
not be construed as an admission of any kind, including but not limited to a
waiver, modification or retraction of the positions of the Parties with respect
to any matter. Statements made during the course of negotiations have been and
shall be without prejudice to the rights of the Parties in any disputes or
transactions with any persons or entities not party to this Agreement.


 


b.             This Agreement is the
product of informed negotiations and involves compromises of the Parties’
previously stated legal positions or positions that may have 


 


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existed
or been alleged. Accordingly, this Agreement does not reflect the Parties’
views as to rights and obligations with respect to matters or Persons outside
the scope of this Agreement. The Parties specifically disavow any intention to
create rights in third parties under or in relation to this Agreement.


 


c.             This Agreement is without
prejudice or value as precedent and shall not be used in any proceeding or
hearing to create, prove, or interpret the obligations under, or terms and
conditions of, any other agreement.


 


d.             Except as may be
specifically provided elsewhere in this Agreement, this Agreement and the
negotiations surrounding the Agreement shall not be admissible in any suit,
action, or other proceeding, including but not limited to, efforts to prove
either the acceptance by any party hereto of any particular theory or as
evidence of any obligation that any Party hereto has or may have to anyone.
Provided, however, that nothing in this Agreement shall restrict the right of
any Party to seek to introduce the Agreement: (i) in any action seeking to
enforce the terms of the Agreement, (ii) in connection with a judicial
determination of the reasonableness or fairness of this Agreement, or the good
faith of the parties hereto in reaching this settlement.


 


e.             This Agreement has been
entered into in part in reliance upon the provisions of Rule 408 of the
Federal Rules of Evidence and similar state law provisions that preclude
the introduction of evidence regarding settlement negotiations or agreements.


 


f.              In the event any term,
condition, or provision contained within the Non- Compete and Non-Solicitation
section is found void or unenforceable, the void or unenforceable term,
condition or provision shall be reformed to the highest restriction, longest
term and largest geographical area permitted within the appropriate
jurisdiction. This Agreement shall constitute the entire Agreement between you
and DynaVox regarding the subject matter referenced herein. Except as
explicitly set forth in this Agreement, there are no representations,
warranties, or inducements, whether oral, written, expressed or implied, that
in any way affect or condition the validity of this Agreement or any of its
conditions or terms. All prior negotiations, oral or written, are merged and
integrated into this Agreement.


 


g.             This Agreement may not be
modified, changed, contradicted, added to, or altered in any way by any
previous or concurrent written or oral agreements or any subsequent oral
agreements. No change or modification of this Agreement shall be valid unless
it is contained in writing and signed by the Parties hereto.


 


h.             If any provisions of this
Agreement or any portion of a provision of this Agreement is declared null and
void or unenforceable by any court or tribunal having jurisdiction, then such
provision or portion of a provision shall be considered separate and apart from
the remainder of this Agreement which shall remain in full force and effect.


 


i.              Any notices required or
contemplated hereunder shall be effective upon placing thereof in the United
States mail, certified mail and return receipt requested, postage prepaid, and
addressed as follows:


 


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  If
  to DynaVox:

  	
  If
  to Culhane:

  
	
  Michelle Heying

  	
  Robert Culhane

  
	
  2100 Wharton Street

  	
  103 Thousand Oaks Drive 

  
	
  Suite 400

  	
  Pittsburgh, PA 15241

  
	
  Pittsburgh, PA 15203

  	
   

  



 


j.              You represent and warrant
that neither you nor any other entity or person on your behalf has made any
assignment, conveyance, nor transference of any rights, causes of action or
claims available to you and constituting the subject matter of this Agreement.


 


k.             1. You represent and warrant
that you have not filed for bankruptcy and have no present intent to file for
bankruptcy protection during the next twelve months.


 


l.              m. Each Party hereto
represents and warrants that the individual signing the Agreement on behalf of
such Party is duly authorized to enter into this Agreement and to execute and
legally bind such Party to it. The Parties further represent and warrant that
if they are corporations duly organized and validly existing in good standing
under the laws of one of the states of the United States, that they have taken
all necessary corporate and legal actions to duly approve the making and
performance of this Agreement and that no further corporate or other approval
is necessary; and that the making and performance of this Agreement will not
violate any provision of law or of their respective articles
of incorporation or by-laws. This Agreement may be executed in two or more
counterparts.


 


m.            The Parties represent and
warrant that in making this Agreement they have obtained the advice of legal
counsel and that there shall not be a presumption or construction against any
signatory hereto based upon draftsmanship or relative bargaining position. The
signatories further represent and warrant that they have read this Agreement
and know the contents thereof, that the terms hereof are contractual and not by
way of recital, and that they have signed this Agreement of their own free
will.


 


n.             Failure to invoke any right,
condition, or covenant in this Agreement by either Party shall not be deemed to
imply or constitute a waiver of any rights, condition, or covenant and neither
party may rely on such failure.


 


o.             Any section or subsection
heading, numbering, or language is/are included as a convenience only and
is/are not intended to express the intent of the parties and shall not affect
the interpretation or construction of any portion of the Agreement nor the
Agreement as a whole.


 


p.             By signing this memorandum
below, you acknowledge your continuing obligation to maintain the
confidentiality of DynaVox’s trade secret and other confidential information as
set forth in your Conditions of Employment Agreement, and abide by any
previously agreed to non-competition covenants as set forth in the attached
Salary Continuation and Non-Competition Agreement. You also agree that you will
not apply for re-employment with DynaVox at any time in the future unless asked
to do so by DynaVox.


 


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q.             You should carefully
consider the matters outlined in this memo and contact your legal counsel or
other advisors to discuss the legal ramifications of signing this release
agreement. If, after due deliberation and consultation as you deem appropriate,
the above is agreeable to you, please sign this memo and return the original to
me for my files. Please retain a copy for your own records.


 


17.          YOU UNDERSTAND ALL OF THE
TERMS IN THIS AGREEMENT AND KNOW THAT YOU ARE GIVING UP IMPORTANT RIGHTS,
INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT
ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED;
THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED.


 


18.          YOU HAVE AT LEAST TWENTY-ONE
(21) DAYS FROM THE DATE OF RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON
JULY 13, 2009 TO CONSIDER IT AND THE CHANGES MADE SINCE THE JULY 13, 2009
VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED
21-DAY PERIOD.


 


YOU FURTHER UNDERSTAND THAT YOU HAVE SEVEN (7) DAYS
AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL
NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;


 


IN WITNESS THEREOF, the Parties have executed
this Agreement on the date below, and the undersigned represent that they are
duly authorized to execute and deliver this Agreement on behalf of the
respective Parties.


 


	
  /s/ ROBERT
  CULHANE 

  	
   

  	
  Dated:
  

  	
          7/22/09

  
	
  Robert
  Culhane

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  EDWARD L. DONNELLY, JR.

  	
   

  	
  Dated:
  

  	
          7/29/09

  
	
  Authorized
  Representative

  DynaVox
  Systems LLC

  	
   

  	
   

  



 


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