By signing this Release Agreement, Executive agrees to **FULLY WAIVE AND RELEASE ALL CLAIMS**without limitation, such as attorneys’ fees, and all rights and claims arising out of, or relatingto, his employment or termination of service as President and Chief Executive Officer, with theCompany including, **BUT NOT LIMITED TO**, any claim or other proceeding arising under:**•** The Civil Rights Act of 1866 (“Section 1981”); **•** Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991; **•** The Americans with Disabilities Act (“ADA”); **•** The ADA Amendments Act of 2008; **•** The Age Discrimination in Employment Act (“ADEA”); **•** The Labor Management Relations Act (“LMRA”); **•** The National Labor Relations Act (“NLRA”); **•** The Fair Labor Standards Act (“FLSA”); **•** The Family and Medical Leave Act (“FMLA”); **•** The Arizona Civil Rights Act; **•** The Arizona Employment Protection Act; **•** The Employee Retirement Income Security Act of 1974 (“ERISA”); **•** The Rehabilitation Act of 1973; **•** The Occupational Safety and Health Act; and/or **•** Any common law or statutory cause of action arising out of Executive’s employment ortermination of employment with the Company.     This Release Agreement may be used to completely bar any action or suit before any court,arbitral, or administrative body with respect to any claim under federal, state, local or other lawrelating to this Release Agreement or to Executive’s employment and/or termination of service asPresident and Chief Executive Officer of the Company or any other positions held with itssubsidiaries, affiliates, related entities, predecessors, parents or divisions. Furthermore,Executive specifically agrees that he will not be entitled to any further payment of any kindfollowing any future “Change of Control” as defined in the Employment Agreement. Notwithstandingany provision hereof to the contrary, however, Executive does not release his rights toindemnification under provisions of the Company’s certificate of incorporation, bylaws orapplicable law, his rights under the Separation Agreement or his rights with respect to any claimsthat arise after the execution of this Release Agreement.**II.**     Executive shall deliver to Company (a) any documents, materials, files, or computer files, orcopies, reproductions, duplicates, transcriptions, or replicas thereof, relating to Company’sbusiness or affairs, which are in Executive’s possession or control, or of which Executive isaware, and (b) any documents, materials, files, computer files, or copies, reproductions,duplicates, transcriptions or replicas thereof, which are in Executive’s possession or control, orof which Executive is aware, belonging to Company or any other affiliated entities. Executive willmake a diligent search for the aforementioned items and will delete any such items that may bestored in electronic or other form on any computer or other electronic device in Executive’spossession or under his control. Executive will deliver these items to Company by December 19,
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2008, along with any other Company property, and, upon the Company’s request, will promptlyprovide the Company with written affirmation of Executive’s compliance with this Paragraph II.**III.**     Executive, by his execution of this Release Agreement, avows that the following statements aretrue:     A. That he has been given the opportunity and has in fact read this entire Agreement and theSeparation Agreement, that they are in plain language, and that he has had all questions regardingthe meaning of such agreements answered to his satisfaction;     B. That he has been advised to seek independent advice and/or counsel of his choosing andthat he has been given the full opportunity to seek such advice and/or counsel;     C. That he fully understands the contents of this Release Agreement and the SeparationAgreement and understands that this Release Agreement is a **FULL WAIVER OF ALL CLAIMS**, includingarbitration claims and awards, including any rights under the ADEA and as to ADEA claims is not awaiver of future claims;     D. That this **FULL WAIVER OF ALL CLAIMS**is given in return for valuable consideration, asprovided under the terms of this Release Agreement and the Separation Agreement;     E. That he enters into this Release Agreement and the Separation Agreement knowingly andvoluntarily in exchange for the promises referenced in this Release Agreement and the SeparationAgreement and that no other representations have been made to him to induce or influence hisexecution of this Release Agreement or the Separation Agreement; and     F. That he understands his continuing obligations under the Employment Agreement, includingbut not limited to his obligations (a) to maintain the confidentiality of Confidential Information(§ 5.3 of the Employment Agreement), (b) not to compete with the Company or its affiliates for aone year period ending October 31, 2009 (§ 5.9(a) of the Employment Agreement), (c) not to solicitor induce, directly or indirectly, any Company employee to leave the employ of the Company for aone year period ending October 31, 2009 (§ 5.9(f) of the Employment Agreement), and (iv) not tosolicit or induce, either directly or indirectly, any client, customer or prospective client orcustomer, for the purpose of competing with the Company for a one year period ending October 31,2009 (§5.9(g) of the Employment Agreement).**IV.**     The parties confirm their continuing obligations under Section 5.10 of the Employment, whichprovides as follows:During the term of this [Employment] Agreement, the Non-Competition Period, the EmployeeNon-Solicitation Period, and the Customer Non-Solicitation Period, the
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Executive will not disparage the Company nor will the Company, or its representatives,disparage Executive.**V.**     Executive understands and agrees that Company will suffer irreparable harm in the event thathe breaches any of his obligations under this Release Agreement and that monetary damages will beinadequate to compensate Company for such breach. Accordingly, Executive agrees that, in the eventof his breach or threatened breach of any of the provisions of this Release Agreement, Company, inaddition to and not in limitation of any other rights, remedies, or damages available to Company atlaw or in equity, shall be entitled to (a) terminate the “Additional Benefits” under the SeparationAgreement and (b) obtain a temporary restraining order, preliminary injunction, and permanentinjunction in order to prevent or to restrain any such breach by Executive or by any or all of hispartners, co-venturers, employers, employees, servants, agents, representatives, and any and allpersons directly or indirectly acting for, or on behalf of, or with him. Company may seek suchrelief pursuant to a court action notwithstanding the arbitration provision set forth inParagraph VII of this Release Agreement.**VI.**     The provisions of this Release Agreement are severable. This means that if any provision isinvalid, it will not affect the validity of the other provisions. If the scope of any restrictionsof this Release Agreement should ever be deemed to exceed that permitted by applicable law or beotherwise overbroad, Executive agrees that a court of competent jurisdiction shall enforce thatrestriction to the maximum scope permitted by law under the circumstances.**VII.**     Any disputes arising in connection with this Release Agreement, other than disputes arisingunder Paragraphs III(F), V and XI shall be resolved by binding arbitration in accordancewith the rules and procedures of the American Arbitration Association. Judgment upon any awardentered by the arbitrator may be entered in any court having jurisdiction of this matter. Costs ofthe arbitration shall be borne equally by the parties. Unless the arbitrator otherwise determines,the party that does not prevail in any such action shall reimburse the other party for his or itsreasonable attorneys’ fees incurred with respect to such arbitration.**VIII.**     Executive agrees to provide ongoing litigation support by making himself reasonably availableto the Company in connection with ongoing or new litigation or other proceedings to which theCompany is, or may become, a party and for which he may have relevant information or knowledge.The Company will pay Executive $250 per hour for litigation support service and reimburse Executivefor reasonable travel and other expenses incurred by Executive in providing this assistance.Executive agrees to cooperate fully with the Company and its counsel in connection with any suchlegal matters relating to the Company in which Company determines that Executive has relevantinformation. Executive’s cooperation will include meeting with
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Company’s attorneys, providing the attorneys with requested information, consenting to depositionsand interviews, and appearing as a witness on behalf of Company in any government investigation,formal or informal, in which Company or any of its affiliates is a respondent, subject, or calledupon to be interviewed or examined under oath as a third party. Except as otherwise provided inthis Release Agreement, with respect to any such depositions, interviews, and appearances,Executive agrees to be represented by Company’s counsel and to work with such counsel inpreparation therefor.**IX.**     By his signature below, Executive affirms that he has been given at least 21 days during whichto consider this Release Agreement and the Separation Agreement. Executive has been advised toseek legal counsel prior to signing this Release Agreement and the Separation Agreement.**X.**     Executive may revoke this Release Agreement at any time within seven (7) days following hisexecution of the Agreement. Such revocation must be provided in writing and received during theseven (7) day revocation period. To be effective, the revocation must be received by the followingindividual:Mr. Art Calderon