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obligations under Paragraphs 9, 10, 11, and 12 ofthe Employment Agreement. The parties hereby terminate all other provisions of the EmploymentAgreement and any other previous agreements, effective on December 5, 2008. This Agreementsupersedes all previous representations, negotiations, discussions, and agreements, whether oral orwritten.     4. **Cooperation.**Owens shall fully cooperate with PFC and PW in connection with matters thatlegitimately require Owens’ assistance, including, without limitation, lawsuits presently pendingor hereafter brought against PFC or PW, threatened claims, tax returns, tax or other audits,financial statements, and other finance, operational, legal, and accounting matters. Suchcooperation will include, without limitation, providing information to PFC or PW when requested andin a prompt and thorough manner, and testifying when reasonably determined necessary by PFC, PW, ortheir legal counsel. PFC will reimburse Owens for his reasonable out-of-pocket expenses incurredin connection with such cooperation upon submission to PFC of appropriate receipts and vouchers.     5. **Release and Covenant Not To Sue.**Owens agrees that he will not initiate or cause to beinitiated against PFC, PW, or their affiliates and subsidiaries, or any of their current, past, orfuture agents, attorneys, servants, employees, partners, owners, affiliated business entities, orany person or entity acting by, through, under or in concert with them (collectively referred to as“Released Parties”) any lawsuit, compliance review, action, grievance proceeding or appeal,investigation or proceeding of any kind (collectively referred to as “claims”), or participate insame, individually or as a representative or a member of a class, under any contract (express orimplied), law or regulation (federal, state, or local), including but not limited to claimspertaining to or in any way related to his employment with PFC or PW.     **Owens understands and acknowledges that this release forever bars him from suing or otherwiseasserting a claim against PFC, PW, or the other Released Parties on the basis of any event,contract, or agreement occurring on or before the effective date of this Agreement, whether thefacts are now known or unknown, and whether the legal theory upon which such claim might be basedis now known or unknown.**     6. **Release of Damages.**Owens agrees that pursuant to this Agreement, he releases and foreverdischarges PFC, PW, and the other Released Parties from any and all claims, demands, damages,causes of action, and any liability whatsoever, including but not limited to claims on account ofor in any manner arising out of Owens’ employment or termination of employment with PFC or PW. Byway of example only, and without limiting this release, Owens releases PFC, PW, and the otherReleased Parties from any cause of action, right, claim or liability under the Age Discriminationin Employment Act, Title VII of the 1964 Civil Rights Act, as amended, the Fair Labor StandardsAct, the United States Constitution, and all state counterparts, and any other equal employmentopportunity law or statute, any common law claim including wrongful discharge, implied or expresscontract, the covenant of good faith and fair dealing, or any other claim in tort or contractarising under the law, including but not limited to any claims arising under the EmploymentAgreement or any other prior agreements between the parties.     7. **Provision for Unknown Claims.**Owens warrants that he does not have any claim, charge, orcomplaint, either formal or informal, pending against PFC, PW, or any of the other Released Partieswith or before any court, tribunal, administrative agency, governmental agency, or other such body.Owens further waives any right to monetary recovery should any administrative or governmentalagency pursue any released claim on his behalf.
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     8. **Bar.**Owens agrees that this Agreement may be pleaded as a complete bar to any action orsuit before any court, with respect to any claim under federal, state or other law relating to hisemployment or termination of employment from PFC or PW.     9. **Indemnification.**Owens agrees to indemnify and hold harmless PFC, PW, and the otherReleased Parties from and against any and all loss, costs, damages or expenses, including withoutlimitation, attorneys’ fees, arising out of a breach of this Agreement or the fact that anyrepresentation made herein was false when made.     10. **Confidentiality and Non-Disparagement.**          10.1 Owens agrees that he will keep both the existence and terms of this Agreement completelyconfidential and will not disclose the contents of this Agreement to anyone except his tax advisor,attorney and/or spouse, unless required to do so by force of law. Owens further agrees that hewill not disparage PFC, PW, or any of their affiliated or related entities, employees, or partners,in any way, including but not limited to making negative statements or implications, in written orverbal form, to current or potential customers, vendors, or employees of PFC, PW, or theiraffiliates. Any disclosure or breach of this confidentiality and non-disparagement provision shallbe deemed a material breach of this Agreement.          10.2 Owens agrees that he will not use, remove from PFC’s premises, make unauthorized copiesof or disclose any confidential or proprietary information of PFC, PW, or any affiliated or relatedentities, including but not limited to, their trade secrets, copyrighted information, customerlists, any information encompassed in any research and development, reports, work in progress,drawings, software, computer files or models, designs, plans, proposals, marketing and salesprograms, financial projections, and all concepts or ideas, materials or information related to thebusiness or sales of PFC, PW, and any affiliated or related entities that hasnot previously been released to the public by an authorized representative of those entities.          10.3 Within five (5) days after the date of Owens’ execution hereof, Owens shall return to PFCall PFC, PW, and the other Released Parties’ property, including all confidential and proprietaryinformation, as described in paragraph 10.2 above, and all materials and documents containing tradesecrets and copyrighted materials, including all copies and excerpts of the same.          10.4 In the event of a breach of this Section 10, Owens agrees to pay PFC upon demand, withoutproof of actual damages, the sum total of all payments made pursuant to this Agreement, and agreesto pay PFC’s attorneys’ fees and costs incurred in any action brought to enforce the terms of, orestablish a breach of this Section 10.     11. **Denial of Liability.**No provision of this Agreement shall be construed as an admission byOwens, PFC or the Released Parties of improper conduct, omissions, or liability.
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     12. **Notice of Time for Reflection and Waiver.**Owens acknowledges that this Agreementconstitutes written notice from PFC that he should consult with an attorney before signing thisAgreement, and he acknowledges that he has fully discussed all aspects of this Agreement with hisattorney to the extent he desires to do so. Owens agrees that he has carefully read and fullyunderstands all of the provisions of this Agreement and that he is voluntarily entering into thisAgreement. Owens agrees that, as part of this Agreement, he has been provided with considerationin addition to anything of value to which Owens is already entitled. Owens acknowledges that hehas been advised that, prior to waiving any claims he may have under the Age Discrimination inEmployment Act, he may take up to twenty-one (21) calendar days to consider this Agreement beforesigning, and he may revoke this Agreement within seven (7) calendar days after he signs thisAgreement. Owens agrees that if he wishes to revoke this Agreement, he or his counsel will notifyPFC in writing, addressed to P.F. Chang’s China Bistro, Inc., 7676 E. Pinnacle Peak Road,Scottsdale, Arizona 85255, Attn: Nancy Mailhot, delivered on or before the expiration of therevocation period. In the event this Agreement is signed prior to the expiration of 21 calendardays, Owens acknowledges that he voluntarily and knowingly agrees to waive his entitlement to take21 days to consider this Agreement for the purpose of expediting the settlement. This Agreementmust be signed no later than January 24, 2009.     13. **Effective Date.**This Agreement is effective after full execution by all parties on orbefore January 24, 2009, and expiration of the seven-day revocation period outlined in Paragraph12.     14 **Arbitration of Disputes**. The parties agree to arbitrate any and all disputes arising outof or relating to the enforcement of this Separation Agreement, or for the breach hereof, or theinterpretation hereof. The arbitration will be conducted in Scottsdale, Arizona by a singleneutral arbitrator in accordance with the then current rules for resolution of employment disputesof the American Arbitration Association(available on-line at www.adr.org). The arbitrator shall have the power to enter any award thatcould be entered by a judge of a trial court of the State of Arizona, and only such power, andshall follow the law. The losing party will pay the cost of the arbitration, as well as the otherparty’s attorneys’ fees.     15. **Choice of Law.**This Agreement shall be construed, enforced, and governed by the laws ofthe State of Arizona.     16. **Section 409A Compliance.**It is intended that the payments and benefits under thisAgreement comply with, or as applicable, constitute a short-term deferral or otherwise be exemptfrom, the provisions of Section 409A of the Internal Revenue Code of 1986, as amended and theregulations and other guidance promulgated thereunder (“Section 409A”). The Agreement will beadministered and interpreted in a manner consistent with this intent, and any provision that wouldcause the Agreement to fail to satisfy Section 409A will have no force and effect until amended tocomply therewith (which amendment may be retroactive to the extent permitted by Section 409A).Notwithstanding anything contained herein to the contrary, to the extent required in order to avoidaccelerated taxation and/or tax penalties under Section 409A, Owens shall not be considered to haveterminated employment with the Company for purposes of this Agreement and no payments shall be dueto
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Owens under this Agreement providing for payment of amounts on termination of employment unlessOwens would be considered to have incurred a “separation from service” from the Company within themeaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or taxpenalties under Section 409A, amounts that would otherwise be payable and benefits that wouldotherwise be provided pursuant to this Agreement during the six-month period immediately followingOwens’s termination of employment shall instead be paid on the first business day after the datethat is six months following Owens’s termination of employment (or upon Owens’s death, if earlier).In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided toOwens pursuant to the Agreement, which constitute deferred compensation subject to Section 409A,shall be construed as a separate identified payment for purposes of Section 409A. With respect toany expenses eligible for reimbursement under the terms of the Agreement, which constitute deferredcompensation subject to Section 409A, (i) the amount of such expenses eligible for reimbursement inany taxable year shall not affect the expenses eligible for reimbursement in another taxable yearand (ii) any reimbursements of such expenses shall be made within thirty (30) days followingOwens’s submission of such expense for reimbursement to the Company, but in any case no later thanthe end of the calendar year following the calendar year in which the related expenses wereincurred; provided, however that with respect to any reimbursements for any taxesto which Owens becomes entitled under this Agreement, if any, the payment of such reimbursementsshall be made by the Company within thirty (30) days following a determination that a tax gross-uppayment is due, but inno later than the end of the calendar year following the calendar year in which Owens remits therelated taxes.     17. **Severability.**Should any provision of this Agreement be declared or determined by anyCourt to be illegal or invalid, the validity of the remaining parts, terms or provisions shall notbe affected thereby and said illegal or invalid part, term or provision shall be deemed not to be apart of this Agreement.[SIGNATURES ON FOLLOWING PAGE]
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*****WARNING DO NOT SIGN THIS AGREEMENT UNLESS YOU UNDERSTAND IT!**