**Exhibit10.23**

 

**CYMER,INC.**

**REDUCTION INFORCE SEPARATION BENEFITS PLAN**

**SECTION1.**                            PURPOSE

This Plan (asdefined herein) is designed to provide separation pay and benefits to EligibleEmployees (as defined herein) of the Company (as defined herein) pursuant tothe terms and conditions set forth in this Plan.  The Plan is intended to be an employee welfare benefit plan, asdefined in Section 3(1) of ERISA (as defined herein) and shall be interpretedto effectuate this intent.  Thisdocument shall serve as both a plan document and summary plan description forpurposes of Title I of ERISA.

**SECTION 2.**                            EFFECTIVE DATE AND TERM

Any and all of theCompany’s policies and practices regarding severance benefits or similarpayments upon employment termination or position elimination with respect toEligible Employees, other than written employment or separation agreements withthe Company that provide severance benefits executed prior to the effectivedate of this Plan, are hereby superseded by this Plan, effective as of April 1,2001.  This plan will remain in effectfor the period from April 1, 2002 through March 31, 2003, at which time itshall automatically terminate and cease to be in effect, unless earlier renewedby the Board of Directors of Cymer, Inc.

**SECTION3.**                            DEFINITIONS

**(a)           “BasePay”** means the Eligible Employee’s wagesearned on a weekly basis determined as of the Eligible Employee’s TerminationDate (as defined herein), excluding bonuses and commissions, and, if paidhourly, is based on the average number of regularly scheduled hours worked perweek for the three months preceding the Termination Date.

**(b)           “Board”** means the Board of Directors of Cymer,Inc.

**(c)           “Cause”**means, withrespect to a particular Eligible Employee: (i) fraud, misappropriation,embezzlement or other act of misconduct against the Company; (ii) conviction ofa felony; (iii) violation of any rules or regulations of any governmental orregulatory body which has an adverse effect on the Company; (iv) a materialbreach of the terms of the Eligible Employee’s employment obligations, or abreach of the Eligible Employee’s duty not to engage in any transaction thatrepresents, directly or indirectly, self-dealing with the Company or any of theCompany’s affiliates, which has not been approved by the Company; (v)unsatisfactory performance; (vi) violation of state or federal law inconnection with the Eligible Employee’s performance of his/her job; (vii) aleave of absence exceeding the period allowed by contract, policy or applicablelaw; or (viii) circumstances beyond the Company’s control including, but notlimited to, fire, flood, explosion, bombing, earthquake, and civil unrest.  Notwithstanding the foregoing, terminationof the Eligible Employee’s employment due to death or disability shall not beconsidered termination for Cause.

**(d)           “Committee”**means theCommittee of the Board (and any delegatee(s) of such Committee) established bythe Board to administer this Plan in accordance with its terms.

**(e)           “Company”** means Cymer, Inc. and its subsidiaries.

 

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**(f)            “ComparablePosition”** means any position with the Company, regardless of title andresponsibilities, that is located within [50] miles of the location at which the Eligible Employee was performing his or herduties immediately prior to his or her Termination Date and the compensationfor such position is within fifteen percent (15%) of Eligible Employee’s BasePay as of the Eligible Employee’s Termination Date.

**(g)           “EligibleEmployee”**means any non-temporary, full-time [orpart-time employee] (i.e., working at least 20 hours per week) of the Company(specifically excluding any individual who is not treated by the Company as acommon law employee without regard to the characterization or recharacterizationof such individual’s status by any court or governmental agency), who is paidfrom the Company’s United States payroll and who has been notified by theCompany that he or she is subject to Involuntary Termination Without Cause as aresult of a Reduction in Force and who has not been offered a ComparablePosition with the Company.  Employeeswho do not return to work following a leave of absence prior to a Reduction inForce and/or who begin receiving Long-Term Disability benefits are not eligiblefor the benefits provided herein.

**(h)           “ERISA”**means the Employee Retirement IncomeSecurity Act of 1974, as amended.

**(i)            “InvoluntaryTerminationWithoutCause”** means an employee’s dismissal or discharge by the Company for a reasonother than for Cause.  The terminationof an employee’s employment will not be deemed to be an “InvoluntaryTermination Without Cause” if such termination either occurs as a result of theemployee’s death or disability, or is the result of the employee’s resignationfor any reason (including retirement).

**(j)            “Participant”**means an EligibleEmployee who has fulfilled the requirements of Section 4 herein.

**(k)           “Plan”**means this Cymer,Inc. 2000 Separation Benefits Plan, as set forth in this instrument and asamended from time to time.

**(l)            “Reductionin Force”**means the Involuntary Termination without Cause (as defined in the Plan) of theemployment of two (2) or more [full-time or part-time] employees of the Company[within a ninety (90) day period] as a result of lack of work, lack of funds,economic slowdowns, technological or structural changes in the Company’soperations, or business, operational or other circumstances which necessitate areduction in the number of employees as a means of ensuring the financialhealth, efficiency and viability of the Company on a short-term or long-termbasis.  The determination as to whethera not a Reduction in Force has occurred under particular circumstances shall bemade by the Committee in its sole and exclusive discretion.

**(m)          “ServiceDate”** means the Eligible Employee’s first dateof employment with the Company or, if rehired by the Company, the adjusted dateof employment based on the date of rehire.

**(n)           “TerminationDate”**means the date of the EligibleEmployee’s Involuntary Termination Without Cause.

 

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**(o)           “YearsofService”**means the number of full years (i.e., a period oftwelve complete months) of service completed by the Eligible Employee from theService Date to the Termination Date.

**SECTION 4.**                            DEPARTURE AND ENTITLEMENTPROCEDURE.

As a condition toreceiving the severance benefits described in Section 5, the Eligible Employeemust deliver to the Director, Human Resources, or his or her designee aneffective Release and return all Company property within five (5) days of theEligible Employee’s Termination Date. The Release is attached hereto as Exhibit A and is incorporated hereinby reference.  Employees shall receivethe Release upon the distribution of this Plan document.

 

**SECTION 5.**                            PARTICIPATION AND BENEFITS.

**(a)           SeveranceBenefits. **An Eligible Employee who timely returnsthe signed Release described in Section 4 and meets the additional departureconditions described in Section 4 shall become a Participant as of theeffective date of the Release and the following shall apply.

**(i)            SeverancePayments. **The Participant shall receive a[lump-sum] severance payment within [one (1) week (seven days)] of becoming aParticipant and the amount of such payment shall be based on the Participant’sposition level (as designated by the Company) and the Participant’s Years ofService as of the Participant’s Termination Date as set forth below.

 
| **POSITION LEVEL**             | **SEVERANCE PAYMENTS**         |
|--------------------------------|--------------------------------|
|                           |                           |
| **Director**                   | 4 months Base Salary  plus     |
|                           | 1 week Base Salary             |
|                           | per Year of Service            |
|                           |                           |
| **Manager**                    | **2  months Base Salary plus** |
|                           | 1 week Base Salary             |
|                           | per Year of Service            |
|                           |                           |
| **Senior Level Professional,** | 2 months Base  Salary plus     |
| **Individual Contributor**     | 1 week Base Salary             |
|                           | per Year of Service            |
|                           |                           |
| **Supervisor**                 | 1 month Base Salary plus       |
|                           | 1 week Base  Salary            |
|                           | per Year of  Service           |
|                           |                           |
| **Exempt or Technical**        | 1 month Base Salary  plus      |
| **Employee**                   | 1 week Base  Salary            |
|                           | per Year of  Service           |
|                           |                           |
| **Non-Exempt Employee**        | 1 week Base Salary             |
|                           | per Year of Service            |
|                           | (minimum 3 weeks Base  Salary) |

 

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**(ii)           Outplacement Assistance. **The Participant shall be eligible for outplacementassistance provided by a vendor to be chosen by the Company at the Company’ssole and exclusive discretion for the applicable period of time based on theParticipant’s position level (as designated by the Company) and Years ofService as of the Participant’s Termination Date as set forth below.
| **POSITION LEVEL**             | **OUTPLACEMENT SERVICES** |
|--------------------------------|---------------------------|
|                           |                      |
| **Director**                   | 3-months                  |
|                           |                      |
| **Manager**                    | **1-month**               |
|                           |                      |
| **Senior Level Professional,** | 1-month                   |
| **Individual Contributor**     |                      |
|                           |                      |
| **Supervisor**                 | 2-day workshop            |
|                           |                      |
| **Exempt or Technical**        | 2-day workshop            |
| **Employee**                   |                      |
|                           |                      |
| **Non-Exempt Employee**        | 2-day workshop            |

 

**(iii)         Medical and Dental Coverage. **The Participant [and any dependents]shall continue to receive the medical and dental coverage in effect as of theParticipant’s Termination Date for a period of four (4) weeks from theParticipant’s Termination Date and such coverage shall cease as of the last dayof the month in which such four week period expires.

**(b)           VoluntaryResignation/Termination for Cause.** Notwithstanding any other provision of the Plan to the contrary, in noevent shall an Eligible Employee receive any payment hereunder if his or hertermination is for Cause or occurs as a result of his or her death ordisability, or is the result of his or her resignation for any reason(including retirement).

**(c)           “AtWill” Employment.**  No provision of this Planalters a Participant’s “at will” employment status with the Company.

**(d)           Offsets/Withholding. **Notwithstanding any other provision of the Plan to thecontrary, severance benefits received pursuant to this Plan shall be subject tooffset(s) and withholding as set forth below.

**(i)           **All severance benefits under this Plan shall besubject to legal deductions and applicable withholding.

**(ii)          **The Company reserves the right to offset the benefitspayable under this Plan by any advanced monies the Participant owes theCompany.

**(iii)        **The benefits and amounts payable under this Plan shallbe reduced (but not below zero) by any severance pay or benefits to which anEligible Employee or Participant, as applicable, is or becomes entitled underany other severance pay plan, agreement, policy or arrangement.

 

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**(iv)         **There shall be no duplication of benefits under thisPlan.

The Committee shalldetermine in its sole and exclusive judgment and discretion whether and in whatmanner the provisions of this subsection 5(d) shall apply.

**(e)           Lossand Reduction of Benefits. **Notwithstanding any other provision ofthe Plan to the contrary,  severancebenefits under this Plan shall terminate and/or shall be reduced as set forthbelow.

**(i)           **If an Eligible Employee resigns for any reason priorto his or her Termination Date, then he/she shall not be entitled to anyseverance benefits hereunder.

**(ii)          **If, prior to the date on which the severance paymentdescribed in subparagraph 5(a)(i) is paid, an Eligible Employee or Participant,as applicable, is offered a Comparable Position with the Company, then he orshe will not receive the benefits described in subparagraph 5(a)(i)irrespective of whether or not he or she accepts such Comparable Position.

**(iii)        **If, during the period represented by the severancepayment described in subparagraph 5(a)(i), a Participant is offered and acceptsa position (whether Comparable or not) with the Company, then he or she shallnot receive any further severance benefits under this Plan [and must repay theportion of the lump sum representing the unexpired severance benefit payment].

**(iv)         **If a Participant receives severance benefits providedhereunder, later accepts a position (whether Comparable or not) with theCompany and is subsequently subject to Involuntary Termination Without Cause asa result of a Reduction in Force, then any severance benefits to which suchParticipant becomes entitled under this Plan or any other severance pay plan,agreement, policy or arrangement shall be reduced by the amount of theseverance payment, if any, previously received by such Participant pursuant tosubparagraph 5(a)(i) hereunder.

**(v)           **If, prior to the date on which the severance paymentdescribed in subparagraph 5(a)(i) is paid, it is discovered that an otherwiseEligible Employee or Participant, as applicable, engaged in conduct prior to orfollowing his or her Termination Date which would constitute Cause as definedherein, then severance payments and applicable benefits shall cease immediatelyand such Eligible Employee or Participant, as applicable, shall no longer beentitled to any benefits hereunder.

The Committee shalldetermine in its sole and exclusive judgment and discretion whether and in whatmanner the provisions of this subsection 5(e) shall apply

**(f)            Limitationon Employee rights. **The Plan shall not give any employee ofthe Company the right to be retained in the service of the Company or tointerfere with or restrict the right of the Company to discharge any employeeat any time, for any reason, with or without Cause.

**SECTION6.**                            ADMINISTRATION AND OPERATION OFTHE PLAN

**(a)           PlanSponsorandAdministrator. **The Company is the “Plan Sponsor” and the “PlanAdministrator” of the Plan (as such terms are defined in ERISA) and shall haveresponsibility for complying with any reporting and disclosure rules applicableto the Plan under

 

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ERISA.  In all other respects, except as providedherein, the Plan shall be administered and operated by the Committee and itsdelegatee(s).  The Committee isempowered to construe and interpret the provisions of the Plan and to decideall questions of eligibility for benefits under this Plan and shall make suchdeterminations in its sole and absolute discretion which shall be conclusiveand binding upon all persons.  The Committeemay at any time delegate to any other named person or body, or reassumetherefrom, any of its fiduciary responsibilities or administrative duties withrespect to this Plan.

**(b)          **The members of the Committee shall be the namefiduciaries with respect to this Plan for purposes of Section 402 of ERISA.

**(c)          **The Committee may contract with one or more personsincluding, but without limitation, actuaries, attorneys, accountants andconsultants to render advice with regard to any responsibility it has under thePlan.

**(d)          **Subject to the limitations of this Plan, the Committeeshall from time to time establish such rules for the administration of thisPlan as it may deem desirable.

**(e)          **The Company shall, to the extent permitted by law, bythe purchase of insurance or otherwise, indemnify and hold harmless the membersof the Committee and each other fiduciary with respect to this Plan forliabilities or expenses they and each of them incur in carrying out theirrespective duties under the Plan, other than for any liabilities or expensesarising out of such fiduciary’s gross negligence or willful misconduct.  A fiduciary shall not be responsible for anybreach of responsibility of any other fiduciary except to the extent providedin Section 405 of ERISA.

**SECTION7.**                            CLAIMS, INQUIRIES AND APPEALS

**(a)           ApplicationsforBenefitsandInquiries.** Except as otherwise provided in this subsection 7(a), no application forbenefits is required to receive benefits under this Plan.  If an individual believes that he or she hasbeen wrongfully denied any benefits under this Plan, such individual shallsubmit an application for benefits signed and in writing to:  Corporate Human Resources, Cymer, Inc.,16750 Via Del Campo Court, San Diego, California 92127, who shall forward suchrequest to the Committee.

**(b)           DenialofClaims.**  If any application forbenefits is denied in whole or in part, the Committee must notify the claimant,in writing, of the denial of the application, and of the claimant’s right toreview of the denial.  The writtennotice of denial will be set forth in a manner designed to be understood, andwill include specific reasons for the denial, specific references to the Planprovision upon which the denial is based, a description of any information ormaterial that the Committee needs to complete the review and an explanation ofthe Plan’s review procedure.

**(i)           **This written notice will be provided tothe claimant within ninety (90) days after the Committee receives theapplication, unless special circumstances require an extension of time, inwhich case, the Committee has up to an additional ninety (90) days forprocessing the application.  If anextension of time for processing is required, written notice of the extensionwill be furnished to the claimant before the end of the initial 90-day period.

 

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**(ii)          **This notice of extension will describe the specialcircumstances necessitating the additional time and the date by which theCommittee is to render its decision on the application.  If written notice of denial of theapplication for benefits is not furnished within the specified time, theapplication shall be deemed to be denied. The claimant will then be permitted to appeal the denial in accordancewith the review procedure described below.

**(c)           RequestforReview.**  The claimant (or theclaimant’s authorized representative) may appeal a denied benefit claim bysubmitting a written request for a review to: Corporate Human Resources, Cymer,Inc., 16750 Via Del Campo Court, San Diego, California 92127, who shall forwardsuch request to the Committee.

**(i)           **Any appeal must be submitted within sixty (60) daysafter the application is denied (or deemed denied).  The Committee will give the claimant (or the claimant’srepresentative) an opportunity to review pertinent documents in preparing arequest for a review.

**(ii)          **A request for review must set forth all of the groundson which it is based, all facts in support of the request and any other mattersthat the claimant or the claimant’s representative feel are pertinent.  The Committee may require the claimant orthe claimant’s representative to submit additional facts, documents or othermaterial as it may find necessary or appropriate in making its review.

**(iii)        **If the claimant wishes to submit additionalinformation in connection with an appeal from the denial (or deemed denial) ofbenefits, the claimant may be required to do so at the claimant’s own expense.

**(d)           DecisiononReview.**  The Committee will act on eachrequest for review within sixty (60) days after receipt of the request, unlessspecial circumstances require an extension of time (not to exceed an additionalsixty (60) days) for processing the request for a review.  If an extension for review is required,written notice of the extension will be furnished within the initial 60-dayperiod.  The Committee will give writtennotice of its decision to the applicant. In the event that the Committee confirms the denial of the applicationfor benefits in whole or in part, the notice will outline the specific Planprovisions upon which the decision is based. If written notice of the Committee’s decision is not given within thetime prescribed above, the application will be deemed denied on review.

**(e)           ExhaustionofRemedies.**  No legalaction for benefits under the Plan may be brought until (i) a writtenapplication for benefits has been submitted in accordance with the proceduresdescribed above, (ii) the person claiming benefits has been notified by theCommittee that the application is denied (or the application is deemed denieddue to the Committee’s failure to act on it within the time prescribed), (iii)a written request for a review of the application has been submitted inaccordance with the appeal procedure described above and (iv) the personappealing the denial has been notified in writing that the Committee has deniedthe appeal (or the appeal is deemed to be denied due to the Committee’s failureto take any action on the claim within the time prescribed).

**SECTION8.**                            BASIS OF PAYMENTS TO AND FROM THEPLAN

All benefits under the Plan shall be paid by theCompany.  The Plan shall be unfunded andbenefits hereunder shall be paid only from the general assets of the Company.

 

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**SECTION9.**                            AMENDMENT AND TERMINATION

The Company reserves the right to amend or terminatethis Plan at any time; *provided, however,* that no amendment ortermination shall diminish benefits to which a Participant is currentlyentitled under this Plan.  Anytermination, modification or other amendment of the Plan shall be only inwriting and signed by the President and Chief Operating Officer, Cymer, Inc..

**SECTION10.**                     NON-ALIENATION OF BENEFITS

No Plan benefit may be anticipated, alienated, sold,transferred, assigned, pledged, encumbered or charged, and any attempt to do sowill be void.

**SECTION11.**                     LEGAL CONSTRUCTION

This Plan shall beinterpreted in accordance with ERISA and, to the extent not preempted by ERISA,with the laws of the State of California.

**SECTION12.**                     OTHER PLAN INFORMATION

**PlanIdentification Number:**  The Plan ID #501

**EmployerIdentification Number:** 33-0175463

**Endingof the Plan’s Fiscal Year:** December 31.

**Agentfor the Service of Legal Process:**  The Plan’sagent for service of legal process is: Sr. Vice President, Human Resources, Cymer, Inc., 16750 Via Del CampoCourt, San Diego, California 92127.

**SECTION13.**                     STATEMENT OF ERISA RIGHTS ANDDUTIES

**(a)          **Participants in this Plan (which is a welfare benefitplan sponsored by the Company) are entitled to certain rights and protectionsunder ERISA, including the right to:

**(i)           **Examine, without charge, at the Plan Administrator’soffice and at other specified locations, such as work sites, all Plan documentsand copies of all documents filed by the Plan with the U.S. Department ofLabor, such as detailed annual reports;

**(ii)          **Obtain copies of all Plan documents and Planinformation upon written request to the Plan Administrator.  The Plan Administrator may make a reasonablecharge for the copies; and

**(iii)        **Receive a summary of the Plan’s annual financialreport, in the case of a plan which is required to file an annual financialreport with the Department of Labor. (Generally, all pension plans and welfare plans with 100 or moreparticipants must file these annual reports.)

**(b)          **In addition to creating rights for Plan participants,ERISA imposes duties upon the people responsible for the operation of theemployee benefit plan.  The people whooperate the Plan, called “fiduciaries” of the Plan, have a duty to do soprudently and in the interest of Plan participants and beneficiaries.

 

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**(c)          **No one, including the Company or any other person, mayfire any person or otherwise discriminate against him or her in any way toprevent him or her from obtaining a Plan benefit or exercising rights underERISA.  If a claim for a Plan benefit isdenied in whole or in part, the claimant must receive a written explanation ofthe reason for the denial.  A claimanthas the right to have the Plan review and reconsider his or her claim.

**(d)          **Under ERISA, there are steps an employee can take toenforce the above rights.  For instance,if an employee request materials from the Plan and does not receive them within30 days, he or she may file suit in a federal court.  In such a case, the court may require the Plan Administrator toprovide the materials and pay up to $100 a day until the employee receives thematerials, unless the materials were not sent because of reasons beyond thecontrol of the Plan Administrator.  Ifan employee has a claim for benefits that is denied or ignored, in whole or inpart, he or she may file suit in a state or federal court.  If it should happen that the Planfiduciaries misuse the Plan’s money, or if an employee is discriminated againstfor asserting his or her rights, he or she may seek assistance from the U.S.Department of Labor, or file suit in a federal court.  The court will decide who should pay court costs and legalfees.  If he or she is successful, thecourt may order the person sued to pay these costs and fees.  If he or she is unsuccessful, the court mayorder him or her to pay these costs and fees, for example, if it finds theclaim is frivolous.

**(e)          **If an employee has any questions about this statementor about his or her rights under ERISA, he or she should contact the nearestoffice of the Pension and Welfare Benefits Administration, U.S. Department ofLabor, listed in the telephone directory, or the Division of TechnicalAssistance and Inquiries, Pension and Welfare Benefit Administration, U.S.Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.

 

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**EXHIBIT A**

**RELEASE AND WAIVER OF CLAIMS**

In consideration of the payments and other benefits set forth inSection****4of the Employment Agreement dated April 1, 2001, to which this form isattached, I, [Employee], hereby furnish Cymer, Inc. (the “Company”), with thefollowing release and waiver (“Release and Waiver”).

I hereby release, and forever discharge the Company, its officers,directors, agents, employees, stockholders, successors, assigns, affiliates,parent, subsidiaries, and benefit plans (the “Releasees”), of and from any andall claims, liabilities, demands, causes of action, costs, expenses, attorneys’fees, damages, indemnities and obligations of every kind and nature, in law,equity, or otherwise, known and unknown, suspected and unsuspected, disclosedand undisclosed, arising at any time prior to and including my employmenttermination date with respect to any claims relating to my employment and thetermination of my employment, including but not limited to, claims pursuant toany federal, state or local law relating to employment, including, but notlimited to, discrimination claims, claims under the California Fair Employmentand Housing Act, Title VII of the 1964 Civil Rights Act, as amended, theAmericans with Disabilities Act, and the Federal Age Discrimination inEmployment Act of 1967, as amended (“ADEA”), or claims for wrongfultermination, breach of the covenant of good faith, contract claims, tortclaims, and wage or benefit claims, including but not limited to, claims forsalary, bonuses, commissions, stock, stock options, vacation pay, fringebenefits, severance pay or any form of compensation.

I also acknowledge that I have read and understand Section 1542 of theCalifornia Civil Code which reads as follows: “**Ageneral release does not extend to claims which the creditor does not know orsuspect to exist in his favor at the time of executing the release, which ifknown by him must have materially affected his settlement with the debtor.**”****Ihereby expressly waive and relinquish all rights and benefits under thatsection and any law of any jurisdiction of similar effect with respect to anyclaims I may have against the Releasees.

I further acknowledge that I have been advised: (a) I have seven (7)days following the execution of this Release and Waiver to revoke my consent tothis Release and Waiver; and (b) this Release and Waiver shall not be effectiveuntil the seven (7) day revocation period has expired.
| Date:  |   |   | By:    |                                          |
|--------|--------|--------|--------|-----------------------------------------------|
|   |   |   |   | **      [Employee]** |

 

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**EXHIBIT A**

**RELEASE AND WAIVER OF CLAIMS**

In consideration of the payments and other benefits set forth inSection****4of the Employment Agreement dated April 1, 2001, to which this form isattached, I, [Employee], hereby furnish Cymer, Inc. (the “Company”), with thefollowing release and waiver (“Release and Waiver”).

I hereby release, and forever discharge the Company, its officers,directors, agents, employees, stockholders, successors, assigns, affiliates,parent, subsidiaries, and benefit plans (the “Releasees”), of and from any andall claims, liabilities, demands, causes of action, costs, expenses, attorneys’fees, damages, indemnities and obligations of every kind and nature, in law,equity, or otherwise, known and unknown, suspected and unsuspected, disclosedand undisclosed, arising at any time prior to and including my employmenttermination date with respect to any claims relating to my employment and thetermination of my employment, including but not limited to, claims pursuant toany federal, state or local law relating to employment, including, but not limitedto, discrimination claims, claims under the California Fair Employment andHousing Act, Title VII of the 1964 Civil Rights Act, as amended, the Americanswith Disabilities Act, and the Federal Age Discrimination in Employment Act of1967, as amended (“ADEA”), or claims for wrongful termination, breach of thecovenant of good faith, contract claims, tort claims, and wage or benefitclaims, including but not limited to, claims for salary, bonuses, commissions,stock, stock options, vacation pay, fringe benefits, severance pay or any formof compensation.

I also acknowledge that I have read and understand Section 1542 of theCalifornia Civil Code which reads as follows: “**Ageneral release does not extend to claims which the creditor does not know orsuspect to exist in his favor at the time of executing the release, which ifknown by him must have materially affected his settlement with the debtor.**”****Ihereby expressly waive and relinquish all rights and benefits under thatsection and any law of any jurisdiction of similar effect with respect to anyclaims I may have against the Releasees.

I acknowledge that, among other rights, I am waiving and releasing anyrights I may have under ADEA, that this Release and Waiver is knowing andvoluntary, and that the consideration given for this Release and Waiver is inaddition to anything of value to which I was already entitled as an executiveof the Company.  I further acknowledgethat I have been advised, as required by the Older Workers Benefit ProtectionAct, that:  (a) the Release and Waivergranted herein does not relate to claims which may arise after this Release andWaiver is executed; (b) I have the right to consult with an attorney prior toexecuting this Release and Waiver (although I may choose voluntarily not to doso); and if I am over 40 years of age upon execution of this Release andWaiver: (c) I have forty-five (45) days from the date of termination of myemployment with the Company in which to consider this Release and Waiver(although I may choose voluntarily to execute this Release and Waiver earlier);(d) I have seven (7) days following the execution of this Release and Waiver torevoke my consent to this Release and Waiver; and (e) this Release and Waivershall not be effective until the seven (7) day revocation period has expired.
| Date:  |   |   | By:    |                                          |
|--------|--------|--------|--------|-----------------------------------------------|
|   |   |   |   | **      [Employee]** |

 

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