9. Waiver of California Civil Code Section 1542. The disputes released by you hereininclude any and all disputes, whether known or unknown, suspected or unsuspected, past or present,and whether or not they are attributable to circumstances arising out of or related to youremployment with Virco or the separation of your employment. Specifically, you waive any and allrights under California Civil Code Section 1542, which reads in full as follows:Section 1542. General Release. A general release does not extend to claims which thecreditor does not know or suspect to exist in his favor at the time of executing the release,which if known by him must have materially altered his settlement with the debtor.     You acknowledge that you have separately bargained with Virco for the foregoing waiver ofSection 1542.     10. No Admission of Liability. You and Virco acknowledge and agree that nothingcontained in this Agreement shall constitute or be construed as an admission of any allegedliability or wrongdoing by the other.     11. Non-Solicitation. You agree that, for a period of two (2) years after the date ofthis Agreement, you will not induce or attempt to induce any employee of Virco to leave the employof Virco or in any way interfere with the relationship between Virco and its employees.     12. References. If asked about your separation of employment, you and Virco willstate that you voluntarily resigned. Should a prospective employer wish to verify your employmentwith Virco, you agree to direct such inquiries to Virco’s Corporate Director of Human Resources(presently Ms. Margie McEntire) and to no other person. In response to such inquiries, Virco willconfirm your voluntary resignation, dates of employment, positions held, and your final salary. Ifasked for further information, Virco will state that Company policy precludes the release ofadditional data.     13. Confidential Information. You acknowledge that in the course of your employmentwith Virco you have had access to confidential or proprietary information related to Virco’sbusiness. You further acknowledge that you have been and will continue to be under an obligationnot to disclose such confidential or proprietary information to any third party unless (a)disclosure is required by law; (b) such information shall have become generally known outside Vircothrough no action of your own; or (c) you obtain written permission from Virco’s President orExecutive Vice President.     “Confidential or proprietary information” includes, but is not limited to, financialstatements, marketing plans, product research and development, sales plans, ideas or otherinformation regarding Virco’s objectives and strategies and any information about the business andpractices of Virco that was obtained during your course of employment with the Company. You agreethat any documents in your possession including such information shall be expeditiously returned toVirco. You agree that any breach or threatened breach of this provision would cause irreparableharm to Virco, that no adequate remedy exists at law or in damages for such a breach or threatenedbreach, and that Virco shall be entitled to an immediate injunction or restraining order inaddition to any other remedies that may be available by law or equity.     14. Disposition of Company Property. Any Company-owned property in your possession,including any office equipment or other items, shall be delivered promptly to a designated Companyrepresentative. You agree to immediately discontinue the use of any credit cards issued to you byor through Virco and to return any such credit cards to an authorized Virco representative. Inaddition, you agree to promptly submit any expense reports required to account for outstandingcharges and to cooperate in the process of reconciling any such charges with your expense reports.     15. Governing Law. The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the State of California, without regard to its conflictof laws provisions.     16. Jurisdiction. You agree that any dispute arising under this Agreement shall befiled, heard and decided in Los Angeles County. You also agree to subject yourself to the personaljurisdiction and venue of the identified courts regardless of where you may be located at the timeof the proceeding.     17. Review and Consultation. You are advised to consult an attorney before executingthis Agreement. Upon execution you acknowledge that you have had sufficient opportunity to reviewthe Agreement and to consult with advisors and attorneys of your choice concerning its terms andconditions. Execution of this Agreement further acknowledges your full and complete understandingof the terms and their significance, and that those terms have been accepted freely andvoluntarily, thereby binding you and your heirs, successors, personal representatives and assigns.     18. Period for Consideration or Revocation. Virco will provide you with a period oftwenty-one (21) days from the date this Agreement is first presented to you in which to considerit. In the event that you execute this Agreement prior to the expiration of the twenty-one (21)day period, you agree that you have freely elected to waive any remaining part of the considerationperiod. For a period of seven (7) days following the execution of this Agreement, you may revokeit by notifying Virco’s President or Executive Vice President in writing.     19. Effective Date. If not revoked in the manner described in Paragraph 18, above,this Agreement will become effective on the eighth calendar day following its execution (the“Effective Date” of this Agreement).*The remainder of this page has been left blank intentionally.*
 

 
     20. Entire Agreement. This Agreement contains the entire understanding of the partiesand there are no additional promises, representations, assurances, terms or provisions between theparties other than those specifically set forth herein. This Agreement may not be amended except inwriting signed by you and either Virco’s President or Executive Vice President.     If you agree with the foregoing, please execute both of the enclosed original copies of thisletter and return one to Virco’s President or Executive Vice President.      Very truly yours,