exv10w19






Exhibit 10.19




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into
effective as of this 31st day of December 2008, by and between Cypress Bioscience,
Inc., a Delaware corporation (the ‘Company”) and Jay D. Kranzler, M.D., Ph.D. (the
“Employee”).



     WHEREAS, the Company desires to employ the Employee in an executive capacity as Chief
Executive Officer on the terms and conditions set forth herein and the Employee is willing to
accept and undertake such employment.



     WHEREAS, the Company and the Employee desire to amend and restate this Agreement in its
entirety as set forth herein, effective as of the date set forth above, to, among other things,
clarify the application of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) to the benefits that may be provided to the Employee.



AGREEMENT




     NOW THEREFORE, in consideration of the premises and the mutual covenants herein set forth, the
Company and the Employee agree as follows:



ARTICLE 1




EMPLOYMENT; TERM; DUTIES




     1.1 Employment. Upon the terms and conditions hereinafter set forth, the Company hereby
employs the Employee, and the Employee hereby accepts continued employment, as Chief Executive
Officer (CEO) of the Company.



     1.2 Directorship; Chairman of the Board. The Employee currently serves as a member of the
Board of Directors and as Chairman of the Board of Directors of the Company (the “Board”). The
Employee’s continued service (i) as a member of the Board is subject to re-election by the Company
stockholders in accordance with the Company’s Certificate of Incorporation and Bylaws; and (ii) as
Chairman of the Board is subject to the on-going approval of the Board. The Employee shall devote
such additional time to the business of the Company as is necessary for the fulfillment of the
Employee’s duties as Chairman of the Board.



     1.3 Term. Unless sooner terminated as provided in Article 5 hereof, the Employee’s employment
hereunder shall be for a term commencing on August 1, 2003 and ending on August 1, 2006, subject to
automatic renewal for one year periods unless written notice has been provided by either party at
least seventy-five (75) days prior to the date of such automatic renewal (a “Non-Renewal Notice”).
Notwithstanding anything herein to the contrary, either party may terminate the Employee’s
employment under this Agreement at any time, with or without Cause, subject to the terms and
conditions of Article 5 herein. The actual term of employment hereunder, giving effect to any
early termination of employment under Article 5 hereof, is referred to as the “Term.”



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     1.4 Duties. During the Term, the Employee shall perform such executive duties for the Company
and for its subsidiaries, consistent with his position hereunder and as typically associated with
the duties of a Chief Executive Officer of a publicly-held corporation and as reasonably may be
assigned to him from time to time by the Board. Except as contemplated by Section 1.6, the
Employee shall devote his entire business time, attention and energies to the performance of his
duties hereunder.



     1.5 Exclusive Agreement. The Employee represents and warrants to the Company that he is not a
party to any agreement or arrangement, whether written or oral, in effect which would prevent the
Employee from rendering the services contemplated hereunder to the Company during the Term.



     1.6 Other Activity. Notwithstanding the foregoing, subject to his fiduciary duties to the
Company under applicable law, the Company acknowledges and understands that the Employee may serve
as a director of other companies not in competition with the Company provided, however, that the
performance of such services shall not restrict or limit in any manner the Employee’s ability to
perform his duties hereunder.



     1.7 Insurance. The Company shall obtain, and shall use its commercially reasonable best
efforts to maintain during the Term, Director’s and Officer’s Insurance and Product Liability
Insurance policies, with full defense coverage of at least $10,000,000 for each, respectively, with
regard to all actions undertaken by the Employee in his capacity as an officer, director and
employee of the Company.



ARTICLE 2




COMPENSATION




     2.1 Base Salary. For all services rendered by the Employee hereunder and in consideration of
all covenants and conditions undertaken by him pursuant to this Agreement, the Company shall pay
the Employee an annual base salary (“Base Salary”) of $578,111.94 per year in equal semi-monthly
installments. Each year during the Term, the Board shall review the Base Salary with a view to
determining whether it would be appropriate to increase such Base Salary. The annual Base Salary
payable to the Employee hereunder, as it may be so increased, thereafter shall constitute the Base
Salary.



     If the first or last month of the Term is not a full calendar month, then any calculation of
Base Salary for such period shall be prorated for the number of days in such months during which
the Employee was employed.



     2.2 Bonuses.



          (a) In addition to the Base Salary, the Employee may be eligible at the end of fiscal year
2004 and each year thereafter for a cash bonus (the “Bonus Amount”) equal to an amount up to 66
2/3% of the Base Salary and such Bonus Amount shall be paid no later than the fifteenth day of the
third month following the end of the Company’s fiscal year for which such Bonus Amount was earned.
The Bonus Amount, if any, shall be based on the performance of the Employee during a fiscal year,
as evaluated by the Board in its sole discretion. It is



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acknowledged and agreed that the determination and the payment of the Bonus Amount to the
Employee shall be at the sole discretion of the Board which may consider, among other matters, the
financial condition of the Company at the time. In exercising its discretion pursuant to this
subsection, the Board shall act in a manner at least as favorable to the Employee as governs the
award of bonuses to other executive officers and key employees of the Company.




     2.3 Deductions. The Company shall deduct from the compensation described in this Section 2
any Federal, state or city withholding taxes, social security contributions and any other amounts
which may be required to be deducted or withheld by the Company pursuant to any federal, state or
city laws, rules or regulations.



     2.4 Disability Adjustments. Any compensation otherwise payable to the Employee pursuant to
Section 2.1 in respect of any period during which the Employee is disabled (as contemplated in
Section 5.1) shall be reduced by any amounts paid to the Employee for loss of earnings or the like
under any disability insurance plan or policy, the premiums for which are paid for in their
entirety by the Company.



ARTICLE 3




BENEFITS




     3.1 Benefits. During the Term, the Employee shall be entitled to participate in such
compensation and incentive plans and group life, health, accident, disability and hospitalization
insurance plans, pension plans and retirements plans as the Company may make available to its other
executive officers.



     3.2 Life Insurance. The Company agrees that it will provide the Employee with $2 million of
life insurance policy or policies (including any policies currently in place), subject to
availability of such insurance at commercially reasonable costs and the mutual agreement of the
Company and the Employee as to the type and nature of the policies.



     3.3 Disability Insurance. During the Term, the Company shall procure and provide the Employee
with a Company-paid long-term disability insurance policy providing for benefits of not less than
100% of his Base Salary so long as the Employee is insurable at a commercially reasonable cost.



     3.4 Expenses. The Company agrees that the Employee is authorized to incur reasonable and
customary expenses in the performance of his duties hereunder, including travel and entertainment
costs, and upon presentation of appropriate documentation thereof, the Company promptly, but in no
event later than December 31 of the calendar year following the year in which such expenses were
incurred by the Employee, shall pay or reimburse the Employee for such reasonable expenses. In the
event that any reimbursement by the Company of expenses of the Employee hereunder is deducted by
the Company, and results in additional taxes due and payable by the Employee, the Company shall pay
to the Employee an additional tax gross-up payment to the Employee in an amount that shall fully
fund the payment by the Employee of any income and employment taxes on such reimbursement payment
and tax gross-up payment. Any tax gross-up payment shall be made as soon as practicable, but in no
event



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later than the end of the Employee’s taxable year following the year in which the Employee
pays the related taxes.



     3.5 Vacations. During each full year of the Term, the Employee shall be entitled to four (4)
weeks of paid vacation, to be taken at times determined by the Employee which do not unreasonably
interfere with the performance of his duties hereunder.



     3.6 Legal Fees. The Company will reimburse the Employee for legal fees incurred in connection
with the preparation of this Agreement in an amount not to exceed $5,000. Such reimbursement
payment shall be made as soon as practicable following the date Employee incurred such legal fees,
but in no event later than the end of the Employee’s taxable year following the year in which the
Employee pays such legal fees.



     3.7 Family Estate Planning. During the Term, the Company will reimburse the Employee for
family estate planning or counseling fees in an amount not to exceed $5,000 per year. Such
reimbursement payment shall be made as soon as practicable following the date Employee incurred
such fees, but in no event later than the end of the Employee’s taxable year following the year in
which the Employee pays such fees.



ARTICLE 4




STOCK AWARDS




     4.1 Stock Awards.



          (a) In the event of a termination (as described in Article 5), and except as otherwise
provided in Section 4.1(b) and 4.1(c) hereof, all Stock Awards which have not vested as of the
Termination Date shall cease vesting and any unvested Stock Awards shall be cancelled as of the
Termination Date. Unless otherwise set forth in the applicable equity incentive plan or stock
award agreement, and except as otherwise provided in Section 4.1(b) and 4.1(c) hereof, all vested
and exercisable Stock Awards shall be cancelled three (3) months after the Termination Date if not
exercised prior to such expiration date.




          (b) Upon the Employee’s death or Disability (as defined in Section 5.1 below), all Stock
Awards shall vest immediately and all rights under such Stock Awards shall transfer to the
Employee’s designated beneficiary, if applicable. Unless otherwise set forth in the applicable
equity incentive plan or stock award agreement, all Stock Awards shall be cancelled twelve (12)
months after the Employee is terminated due to Disability if not exercised prior to such expiration
date. In the event of the Employee’s death, the Employee’s legal representatives shall have
eighteen (18) months following the Termination Date to exercise any exercisable Stock Awards before
they are cancelled.




          (c) Notwithstanding anything to the contrary in the foregoing, in the event of a termination
of this Agreement in any of the cases identified in Section 5.2(b) or 5.4 hereof, all Stock Awards
shall vest immediately upon such Termination Date. In addition, all Stock Awards shall vest
immediately upon a Change-in-Control (as defined in paragraph 5.6 herein).




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          (d) The Company may grant the Employee Stock Awards to purchase the Company’s common stock at
such times and on such terms as may be decided from time to time by the Board, in its sole
discretion.




          (e) For purposes of this Agreement, “Stock Awards” means all stock options, restricted stock,
and other equity awards granted pursuant to the Company’s stock option and equity incentive award
plans or agreements and any shares of Company stock issued upon exercise thereof. However, “Stock
Awards” does not include stock awards issued under or held in any plan sponsored by the Company
that is intended to be qualified under Section 401(a) of the Internal Revenue Code (e.g., the
Company’s 401(k) plan).




ARTICLE 5




DEATH, DISABILITY; TERMINATION




     5.1 Death; Disability. The Employee’s employment hereunder shall terminate upon his death or,
at the election of the Company, by written notice to the Employee if the Employee becomes Disabled
(as such term is hereinafter defined), to the extent permitted by law. In the event of a
termination of the Employee’s employment for death, the Company shall pay the Employee (or his
legal representatives, as the case may be) a lump sum amount equal to the Employee’s Base Salary
for one year, reduced (but not to a negative number) by any amounts paid or to be paid to the
Employee (or his legal representatives, as the case may be) by insurance provided by the Company
pursuant to Section 3.2 hereof. Subject to the provisions of Section 5.7, if applicable, such lump
sum payment shall be made promptly, but in no event later than sixty (60) days following the
Employee’s termination due to death or Disability.



     For the purposes of this Agreement, the Employee shall be deemed to be “Disabled” or have a
“Disability” if as a result of the occurrence of mental or physical disability during the Term he
has been unable to perform his duties hereunder for six (6) consecutive months or one hundred
eighty (180) days in any twelve (12) consecutive month period, as determined in good faith by the
Board; provided, however, that if the Employee develops a mental or physical disability during the
Term, and it is determined, in the reasonable professional judgment of an independent, objective
and qualified medical expert in the field of such disability, that the Employee will be unable to
perform his duties hereunder and that such disability will continue for six (6) consecutive months
or one hundred eighty (180) days in any twelve (12) consecutive month period, then, to the extent
permitted by applicable laws, the Company shall be permitted to terminate the Employee’s employment
immediately, subject to payment by the Company of the Employee’s Base Salary for the number of
months following the Termination Date until disability insurance payments are to commence, subject
to a maximum payment by the Company in a lump sum amount equal to the Employee’s Base Salary for
one year.



     In the event that the employment of the Employee hereunder is terminated by the Company upon
the Employee’s death or Disability, the Employee’s family (including the Employee, if applicable),
for a period of two (2) years from the Termination Date, shall be entitled to maintain coverage
under the Company’s health and hospitalization insurance plans on the same terms as existed prior
to such Termination Date, subject to the payment of applicable



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costs therefore by the Employee’s representatives, and further subject to the policies and
provisions of such insurance carriers and applicable law.



     The Employee acknowledges that the payments referred to in this Section 5.1 constitute the
only payments to which the Employee (or his legal representatives, as the case may be) shall be
entitled to receive from the Company under this Agreement in the event of a termination of his
employment for death or Disability, and that except for such payments and subject to Section 4.1(c)
hereof, the Company shall have no further liability or obligation to his (or his legal
representatives, as the case may be) under this Agreement.



     The date of any termination of employment under this Section 5.1 or Sections 5.2, 5.3 or 5.4
is referred to herein as the “Termination Date.”



     5.2 Termination of Employment by Employee.



          (a) Notwithstanding any provision to the contrary herein, unless otherwise provided herein or
unless otherwise provided by law, the Employee at any time, upon thirty (30) days’ written notice
to the Company, may terminate his employment by the Company hereunder. Except as otherwise
provided in Section 5.2(b) below, the Company shall not be liable to the Employee for the payment
of any amount on such termination.




          (b) In the event that the Employee terminates his employment as CEO following (i) an uncured
material breach of this Agreement by the Company, (ii) the occurrence of a Change in Control (as
defined in paragraph 5.6 herein), (iii) the relocation of the Company’s executive offices or
principal business location to a point more than 30 miles from the San Diego, California area,
(iv) any action by the Board or direction given by the Board to the Employee that in the reasonable
and good faith belief of the Employee is contrary to applicable law or accounting standards or
constitutes an unethical business practice, or (v) a demotion or, in the Employee’s reasonable and
good faith belief, the occurrence of a material reduction in the Employee’s authority, functions or
responsibilities as Chief Executive Officer without his consent, then such termination by the
Employee shall be deemed for all purposes, including for purposes of severance payments and
benefits provided under Section 5.4 hereof, to be a termination by the Company of the employment of
the Employee hereunder without cause pursuant to Section 5.4. The Company shall have thirty (30)
days following receipt of written notice by the Employee to the Company of the material breach
described in items (i), (iv) and (v) above, setting forth in reasonable detail the matter
constituting such breach, to cure such breach.




     5.3 Termination of Employment With Cause. In addition to any other remedies available to it
at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written
notice to the Employee, to immediately terminate his employment hereunder if the Employee (a)
evidences a pattern of willful breach in any material respect of any material provision of this
Agreement or a pattern of willful violation of any reasonable policies or orders of the Board and
such pattern of willful breach or violation does not cease within thirty (30) days after the
Employee’s receipt of written notice thereof from the Board setting forth in reasonable detail the
matters constituting such pattern; or (b) has been convicted of a felony.



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     5.4 Termination of Employment Without Cause or for Non-Renewal.



          (a) Notwithstanding any provision to the contrary herein and unless otherwise provided by law,
the Company, at any time upon thirty (30) days’ written notice to the Employee, in its sole and
absolute discretion and for any or no reason, may terminate the employment of the Employee as CEO
hereunder without cause. In such event, if the Company issues the Employee a Non-renewal Notice,
or if the Agreement expires and the Employee is not rehired, then upon the Employee furnishing the
Company with a Release and Waiver of Claims in the form of either Exhibit A or Exhibit B attached
hereto, as applicable (the “Release”) within the applicable time period set forth therein, but in
no event later than forty-five (45) days following termination of employment, and permitting such
Release to become effective in accordance with its terms, the Company shall pay the Employee an
amount equal to eighteen months of the Employee’s Base Salary, payable in a single lump sum, within
ten (10) days following the effective date of the Release. Notwithstanding the foregoing, the
timing of the severance payments is subject to the provisions of Section 5.7, to the extent
applicable.




          (b) In the event that the employment of the Employee hereunder is terminated by the Company
without cause, all Stock Awards shall vest immediately upon the Termination Date as provided in
Section 4.1(d) hereof.




          (c) In the event that the employment of the Employee hereunder is terminated by the Company
without cause, the Company, at no cost to the Employee and for a period of two (2) years from the
Termination Date, shall continue to provide the Employee with at least the same life, health,
accident, disability and hospitalization insurance plans as were in effect with respect to the
Employee on the date of such termination, including the coverage provided for in Sections 3.2 and
3.3 hereof, and shall continue to provide coverage for the Employee’s family on the same terms as
existed prior to such Termination Date. Subject to the provisions of Section 5.7, to the extent
applicable, the Company shall make any coverage payments directly to any insurer on a monthly basis
or otherwise in accordance with the insurer’s standard billing practices.




          (d) The Employee acknowledges that the payments referred to in Section 5.2 and this Section
5.4 constitute the only payments which the Employee shall be entitled to receive from the Company
under this Agreement in the event of any termination pursuant to Section 5.2, 5.3 and this Section
5.4, and that except for such payments and such other obligations as are expressly provided herein
the Company shall have no further liability or obligation to him under this Agreement.




          (e) The Employee shall have no duty to mitigate damages in order to receive any severance
payments and benefits provided in this Section 5.4.




     5.5 Golden Parachute Tax. In the event that the benefits provided for in this Agreement or
otherwise payable to the Employee constitute “parachute payments” within the meaning of Section
280G of the Code and will be subject to the excise tax imposed by Section 4999 of the Code, then
the Company shall pay to the Employee an amount (the “Gross-Up Payment”) sufficient to pay such
excise tax (such excise tax, together with any such interest and penalties are hereinafter
collectively referred to as the “Excise Tax”) as well as all income and



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employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up
Payment, and any interest or penalties with respect to income and employment taxes imposed on the
Gross-Up Payment; provided that such payment by the Company to the Employee shall not exceed two
hundred fifty thousand dollars ($250,000. Unless the Company and the Employee otherwise agree in
writing, the determination of the Employee’s excise tax liability and the amount required to be
paid under this Section 5.5 shall be made in writing by a nationally recognized accounting firm
satisfactory to both parties (the “Accountants”). For purposes of making the calculations required
by this Section 5.5, the Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on interpretations of the Code for which there is a “substantial
authority” tax reporting position; however, such calculations shall be performed assuming that
Employee pays taxes at the highest applicable marginal tax rate. The Company and the Employee
shall furnish to the Accountants such information and documents the Accountants may reasonably
request in order to make a determination under this Section 5.5. The Company shall bear all costs
the Accountants may reasonably incur in connection with any calculations contemplated by this
Section 5.5. Any Gross-Up Payment shall be made as soon as practicable following the triggering
event, but in no event later than the end of the Employee’s taxable year following the year in
which the Employee pays the related Excise Taxes.



     5.6 Definition of Change-in-Control. For purposes of this Agreement, Change in Control means:
(i) a sale of all or substantially all of the assets of the Company; (ii) a merger or
consolidation in which the Company is not the surviving entity and in which the holders of the
Company’s outstanding voting stock immediately prior to such transaction own, immediately after
such transaction, securities representing less than fifty percent (50%) of the voting power of the
entity surviving such transaction or, where the surviving entity is a wholly-owned subsidiary of
another entity, the surviving entity’s parent; (iii) a reverse merger in which the Company is the
surviving entity but the shares of Common Stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of securities of the
surviving entity’s parent, cash or otherwise, and in which the holders of the Company’s outstanding
voting stock immediately prior to such transaction own, immediately after such transaction,
securities representing less than fifty percent (50%) of the voting power of the Company or, where
the Company is a wholly-owned subsidiary of another entity, the Company’s parent; or (iv) an
acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the
Exchange Act of 1934, as amended (the “Exchange Act”), or any comparable successor provisions
(excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or
subsidiary of the Company or other entity controlled by the Company) of the beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule)
of securities of the Company representing at least seventy five percent (75%) of the combined
voting power entitled to vote in the election of directors of the Company; provided, however, that
nothing in this paragraph shall apply to a sale of assets, merger or other transaction effected
exclusively for the purpose of changing the domicile of the Company.



     5.7 Application of Code Section 409A. Notwithstanding anything to the contrary set forth
herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that
constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”) and the regulations and other guidance



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thereunder and any state law of similar effect (collectively “Section 409A”) shall not
commence in connection with Employee’s termination of employment unless and until Employee has also
incurred a “separation from service” (as such term is defined in Treasury Regulation Section
1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts
may be provided to Employee without causing Employee to incur the additional 20% tax under Section
409A. If Employee is, upon the separation from service, a “specified employee” of the Company or
any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code,
then, solely to the extent necessary to avoid the incurrence of the adverse personal tax
consequences under Section 409A, the timing of the Severance Benefit payments shall be delayed
until the earlier to occur of: (i) the date that is six months and one day after Employee’s
Separation From Service, or (ii) the date of Employee’s death (such applicable date, the “Specified
Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall
pay to Employee a lump sum amount equal to the sum of the Severance Benefit payments that Employee
would otherwise have received through the Specified Employee Initial Payment Date if the payment of
the Severance Benefits had not been so delayed pursuant to this Section.



ARTICLE 6




REGISTRATION RIGHTS




     6.1 Piggyback Registration.



          (a) If the Company proposes to register shares of Common Stock or securities convertible into
or exercisable for Common Stock under the Securities Act of 1933, as amended (the “Securities Act”)
(other than pursuant to a registration statement on Form S-4 or S-8 or any successor form, or filed
in connection with an exchange offer or an offering of securities solely to the existing
shareholders or employees of the Company), solely where such sale will be both for the Company’s
account and for the account of a selling shareholder, then the Company shall give written notice of
such proposed filing to the Employee at least ten (10) days before the anticipated filing date, and
such notice shall offer the Employee the opportunity to register such number of shares of
Registrable Stock (as defined below) as the Employee may request. “Registrable Stock” shall mean
any shares of the Company’s Common Stock acquired by the Employee prior to the date hereof or
granted to the Employee in connection with the Employee’s Stock Awards (the “Registrable Stock”).
The Employee shall notify the Company in writing specifying whether or not it elects to include any
Registrable Stock in such registration statement within five (5) days after delivery of the
Company’s notice of the Employee. The Company shall use commercially reasonable efforts to cause
the managing underwriter or underwriters of a proposed underwritten offering to permit the Employee
to include such securities in such offering on the same terms and conditions as any similar
securities of the Company included therein; provided, however, that if the managing underwriter or
underwriters of such offering determines that the total amount or kind of securities which it or
the Company, and any other persons or entities, intend to include in such offering is such as to
materially and adversely affect the success of such offering, then the amount of Registrable Stock
requested to be offered for the account of the Employee shall be reduced or limited, on a pro rata
basis with the securities of all persons and entities other than the Company participating in the
offering, to the extent required



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by such managing underwriter. Notwithstanding the foregoing, if, at any time after giving
written notice of its intention to register Common Stock or other securities convertible into or
exercisable for Common Stock and prior to the effectiveness of the registration statement filed in
connection with such registration, the Company determines for any reason either not to effect such
registration or to delay such registration, the Company, at its election, by delivery or written
notice to the Employee, (i) in the case of a determination not to effect registration, may relieve
itself of its obligations to register any Registrable Stock in connection with such registration,
or (ii) in the case of determination to delay the registration, may delay the registration of such
other shares of Common Stock or other securities convertible into or exercisable for Common Stock.




          (b) Notwithstanding anything to the contrary herein, if the Company registers shares of Common
Stock or securities convertible into or exercisable for Common Stock under the Securities Act in an
underwritten public offering and




               (i) the Employee owns unregistered Registrable Stock at the time such underwritten public
offering is registered under the Securities Act, the Employee shall agree to refrain from
exercising the registration rights granted in this Article 6 with respect to such Registrable Stock
for such period of time as the managing underwriter of such underwritten public offering deems
reasonable; or



               (ii) the Employee owns Registrable Stock which has been registered under the Securities Act
pursuant to this Section 6.1 hereof prior to the time such underwritten public offering is
registered under the Securities Act, the Employee shall agree that it will not sell, distribute,
offer to sell, contract to sell, agree to sell, grant any option to purchase, or agree to offer,
sell or otherwise transfer or dispose of (nor announce any offer, sale, grant of an option to
purchase or otherwise dispose of), directly or indirectly, any such registered Registrable Stock
for such period of time as the managing underwriter of such underwritten public offering deems
reasonable.



          (c) Furnish Information. The Employee shall furnish to the Company such reasonable
information regarding the Employee, the Registrable Stock, and the intended method of disposition
of such securities as are required to effect the registration of Registrable Stock as to which the
Employee has requested registration.




          (d) Expenses of Registration. All expenses incident to the Company’s performance of or
compliance with this Article 6 including, without limitation, all registration and filing fees,
fees and expenses of complying with state securities or blue sky laws, printing expenses and fees
and disbursements of counsel for the Company and of independent public accountants (including the
expense of any special audit), but excluding underwriting commissions and discounts and the fees
and disbursements of counsel for the Employee, shall be borne by the Company. The Employee shall
bear his own pro rata share (calculated according to the number of his shares as a fraction of the
total number of shares covered by such registration statement) of all underwriting commissions and
discounts incurred in connection with any offering of Registrable Stock with respect to a
registration pursuant to this Article 6, as well as his expenses if he has counsel separate from
counsel for the Company. The fees and expenses of complying with state blue sky laws shall be
borne by the sellers of securities included in such





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registration if and to the extent that the appropriate administrative official of such state
requires that such sellers (rather than the Company) pay such fees and expenses.




          (e) Indemnification and Contribution. In the event any shares of Registrable Stock are
included in a registration statement under this Article 6:




               (i) To the extent permitted by law, the Company shall indemnify, defend and hold harmless the
Employee, any underwriter (as defined in the Securities Act), any other person or entity selling
securities in such registration statement, and each director and officer of, and person, if any,
who controls such underwriter or such other person or entity within the meaning of the Securities
Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against any losses,
claims, damages, or liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a “Violation”): any untrue statement
or alleged untrue statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any amendments or supplements
thereto, or the omission or alleged omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein not misleading; provided, however, that the
indemnity agreement contained in this subsection (i) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability, or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be
liable in any such case for any such loss, claim, damage, liability, or action to the extent that
it arises out of or is based upon a violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such registration by, or which
results from the bad faith or gross negligence of, the Employee or any underwriter for the
Employee.



               (ii) To the extent permitted by law, the Employee shall indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed the registration statement,
each person, if any, who controls the Company within the meaning of the Securities Act, any
underwriter, any other person or entity selling securities in such registration statement, and each
director and officer of, and person, if any, who controls such underwriter or such other person or
entity, against any losses, claims, damages or liabilities (joint or several) to which the Company
or any such director, officer, controlling person, or underwriter or controlling person, or such
other person or entity or director, officer or controlling person may become subject, under the
Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such Violation occurs as a
result of written information furnished by the Employee in his capacity as a shareholder of the
Company (as distinguished from information provided by the Employee in his capacity as an officer
or director of the Company) expressly for use in connection with such registration or results from
the bad faith or gross negligence of the Employee; provided, however, that the Employee’s
indemnification obligation hereunder shall be limited to an amount equal to the net proceeds
received by the Employee pursuant to the registration of Registrable Securities hereunder; and
further provided, that the indemnity agreement contained in this subsection shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability



11









 




or action if such settlement is effected without the consent of the Employee, which consent
shall not be unreasonably withheld.




               (iii) Promptly after receipt by an indemnified party under this Section 6.1(e) of notice of
the commencement of any action (including any governmental action), such indemnified party shall
deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying
party shall have the right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties. An indemnified party shall have the right to retain
its own counsel, however, but the fees and expenses of such counsel shall be at the expense of the
indemnified party; unless (x) the employment of such counsel has been specifically authorized in
writing by the indemnifying party, (y) the indemnifying party has failed timely to assume the
defense and employ counsel, or (z) the named parties to any such action (including any impleaded
parties) include both the indemnified party and the indemnifying party, and the indemnified party
shall have been advised by such counsel that there may be one or more legal defenses available to
it which are different from or additional to those available to the indemnifying party (in which
case the indemnifying party shall not have the right to assume the defense of such action on behalf
of such indemnified party, it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys for all indemnified
parties). The failure to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under this Section
6.1(e), but the omission so to deliver written notice to the indemnifying party shall not relieve
it of any liability that it may have to any indemnified party otherwise than under this Section
6.1(e).



               (iv) If the indemnification provided for in subsection (i) and (ii) of this Section 6.1(e) is
unavailable or insufficient to hold harmless an indemnified party under such subsection in respect
of any losses, claims, damages or liabilities or action in respect thereof or referred to therein,
then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages,
liabilities or actions in such proportion as is appropriate to reflect the relative fault of the
Company, on the one hand, and the Employee on the other, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or actions as well as any
other relevant equitable considerations, including the failure to give the notice required under
such subsections. The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact relates to information supplied
by the Company on the one hand, or the Employee, on the other hand, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Company and the Employee agree that it would not be just and equitable if
contribution pursuant to this Section 6.1(e)(iv) were determined by pro rata allocation or by any
other method of allocation which did not take account of the equitable considerations referred to
above in this subsection. No person guilty of fraudulent misrepresentations (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not
guilty of such fraudulent misrepresentation.



12









 




The obligations of the Company and the Employee under this Section 6.1(e) shall survive the
completion of any offering of Registrable Stock in a registration statement under this Article 6.




ARTICLE 7




INVENTIONS, NON-DISCLOSURE




     7.1 Inventions. Subject to the provisions of Section 2870 of the California Labor Code, all
processes, technologies and inventions (collectively, “Inventions”), including new contributions,
improvements, discoveries, trademarks and trade names, conceived, developed, invented, made or
found by the Employee, alone or with others, during the Term of his employment by the Company,
whether or not patentable and whether or not conceived, developed, invented, made or found on the
Company’s time or with the use of the Company’s facilities or materials, and which related to the
business of the Company, shall be the property of the Company and shall be promptly and fully
disclosed by the Employee to the Company. The Employee shall perform all necessary acts
(including, without limitation, executing and delivering any confirmatory assignments, documents or
instruments requested by the Company) to vest title to any such Invention in the Company and to
enable the Company, at its expense, to secure and maintain domestic and/or foreign patents or any
other rights for such Inventions.



     7.2 Non-Disclosure. The Employee, at any time during the Term and thereafter, shall not,
directly or indirectly, use, disclose or furnish to any other person, firm or corporation except in
the course of the proper performance of his duties hereunder (a) any information of a confidential
nature relating to any process, technique or procedure of the Company; or (b) any information of a
confidential nature obtained as a result of his current or future relationship with the Company,
which information is not specifically a matter of public record; or (c) any other trade secrets of
the Company; except that the Employee shall not be liable under the terms of this Section 6.2 for
using, disclosing or furnishing any of the foregoing which: (1) are or become generally available
to the public other than as a result of a disclosure in violation of this Agreement; or (2) are
generally known in any industry in which the Company is or may become involved, or (3) are required
to be disclosed by the Employee pursuant to law or the order of a court of competent jurisdiction,
or other legal process or authority, it being understood, however, that the Employee shall provide
the Company with prompt notice of the requirement for such disclosure as soon as practical after
the Employee is notified thereof and prior to its disclosure thereof so as to enable the Company to
challenge the order compelling such disclosure if the Company so desires. Promptly upon the
expiration or termination of the Employee’s employment hereunder for any reason, the Employee shall
surrender to the Company all documents, drawings, work papers, lists, memoranda, records and other
data (including all copies) constituting or disclosing any of the foregoing information.



     7.3 Breach of Non-Disclosure Provision. In the event that the Employee shall breach Section
6.2 hereof, or in the event that any such breach is threatened by the Employee, in addition to and
without limiting or waiving any other remedies available to the Company at law or in equity, the
Company shall be entitled to immediate injunctive relief in any court having the capacity to grant
such relief, to restrain any such breach or threatened breach and to enforce the provisions of
Section 6.2. The Employee acknowledges and agrees that there is no adequate remedy at law for any
such breach or threatened breach and, in the event that any action or



13









 







proceeding is brought seeking injunctive relief, the Employee shall not use as a defense
thereto that there is an adequate remedy at law.



     7.4 Reasonable Restrictions. The parties acknowledge that (a) the agreements in this Article
6 are essential to protect the business and goodwill of the Company, and (b) the foregoing
restrictions are under all of the circumstances reasonable and necessary for the protection of the
Company and its business.



ARTICLE 8




ARBITRATION




     To ensure the rapid and economical resolution of disputes that may arise in connection with
the Employee’s employment with the Company, the Employee and the Company agree that any and all
disputes, claims, or causes of action, in law or equity, arising from or relating to the
enforcement, breach, performance, or interpretation of this Agreement, the Employee’s employment,
or the termination of such employment, shall be resolved, to the fullest extent permitted by law,
by final, binding and confidential arbitration in San Diego, California conducted by the Judicial
Arbitration and Mediation Services, Inc. (“JAMS”) or its successor, under the then applicable rules
of JAMS. The Employee acknowledges that by agreeing to this arbitration procedure, both the
Employee and the Company waive the right to resolve any such dispute through a trial by jury or
judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel
adequate discovery for the resolution of the dispute and to award such relief as would otherwise be
permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential
findings and conclusions and a statement of the award. The arbitrator shall be authorized to award
any or all remedies that the Employee or the Company would be entitled to seek in a court of law.
The Company shall pay all JAMS’ arbitration fees in excess of those which would be required if the
dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either
the Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm
pending the conclusion of any such arbitration.



ARTICLE 9




MISCELLANEOUS




     9.1 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, heirs, distributes and successors;
provided, that the obligations of the Employee under this Agreement shall not be delegable by him.



     9.2 Notices. All notices and other communications hereunder and all legal process in regard
hereto shall be validly given, made or served if in writing, when delivered personally (by courier
service or otherwise), or when actually received when mailed by first-class certified or registered
United States mail, postage-prepaid and return receipt requested, to the address of the



14









 







party to receive such notice or other communication set forth below, or at such other address
as any party hereto may from time to time advise the other party in writing:



     If to the Company:




Cypress Bioscience, Inc.

4350 Executive Square Drive, Suite 325

San Diego, CA 92121




Attention: Chairman of the Board of Directors



     If to the Employee:




Jay D. Kranzler, M.D., Ph.D.

7935 Via Capri

La Jolla, CA 92037



     9.3 Severability. If any provision of this Agreement, or portion thereof, shall be held
invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability
shall attach only to such provision or portion thereof, and shall not in any manner affect or
render invalid or unenforceable any other provision of this Agreement or portion thereof, and this
Agreement shall be carried out as if any such invalid or unenforceable provision or portion thereof
were not contained herein. In addition, any such invalid or unenforceable provision or portion
thereof shall be deemed, without further action on the part of the parties hereto, modified,
amended or limited to the extent necessary to render the same valid and enforceable.



     9.4 Waiver. No waiver by a party hereto of a breach or default hereunder by the other party
shall be considered valid, unless in writing signed by such first party, and no such waiver shall
be deemed a waiver of any subsequent breach or default of the same or any other nature.



     9.5 Entire Agreement. This Agreement sets forth the entire agreement between the parties with
respect to the subject matter hereof, and supersedes any and all prior agreements between the
Company and the Employee, whether written or oral, relating to any or all matters covered by and
contained or otherwise dealt with in this Agreement, including but not limited to the Employee’s
Employment Agreement dated December 28, 1995 and various amendments to the Employment Agreement
dated July 19, 1996, July 1, 2000, January 30, 2001, August 11, 2003 and January 26, 2007. No
representation, warranty, undertaking or covenant is made by either party hereto except as provided
herein and any representations, warranties undertakings or covenants not set forth herein are
specifically disclaimed. This Agreement does not constitute a commitment of the Company with
regard to the Employee’s employment, express or implied, other than to the extent expressly
provided for herein.



     9.6 Amendment.



          (a) No modification, change or amendment of this Agreement or any of its provisions shall be
valid, unless in writing and signed by the party against whom such claimed modification, change or
amendment is sought to be enforced.




15









 








          (b) If Employee and the Company determine that any payments or benefits payable under this
Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with
Section 409A of the Code, Employee and the Company agree to amend this Agreement, or take such
other actions as Employee and the Company deem reasonably necessary or appropriate, to comply with
the requirements of Section 409A of the Code, the Treasury Regulations thereunder, and any
applicable transition relief or other guidance thereunder, while preserving the economic agreement
of the parties. If any provision of the Agreement would cause such payments or benefits to fail to
so comply, such provision shall automatically not be effective and shall be null and void with
respect to such payments or benefits, but such provision shall otherwise remain in full force and
effect.




     9.7 Authority. The parties each represent and warrant that they have the power, authority and
right to enter into this Agreement and to carry out and perform the terms, covenants and conditions
hereof.



     9.8 Titles. The titles of the Articles and Sections of this Agreement are inserted merely for
convenience and ease of reference and shall not affect or modify the meaning of any of the terms,
covenants or conditions of this Agreement.



     9.9 Applicable Law. This Agreement, and all of the rights and obligations of the parties in
connection with the employment relationship established hereby, shall be governed by and construed
in accordance with the internal laws of the State of California without giving effect to principals
relating to the conflicts of law.



     9.10 Expenses. The Company shall pay all costs and expenses, including reasonable attorneys
fees, incurred by the Employee with respect to the negotiation, drafting and execution of this
Agreement. Such payment shall be made promptly, but in no event later than December 31 of the
calendar year following the year in which such expenses were incurred by the Employee.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	CYPRESS BIOSCIENCE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Sabrina Johnson
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	     Chief Operating Officer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	               /s/ Jay D. Kranzler	 	 
	 	 	 	 	 
	 	 	Jay D. Kranzler, M.D., Ph.D.	 	 







16









 








Example

(Group Termination)




Exhibit A




RELEASE AGREEMENT




          I understand and agree completely to the terms set forth in the Amended and Restated
Employment Agreement dated as of ___, 2008, (the “Agreement”) between me and Cypress Bioscience,
Inc. (the “Company”) I understand that this release and waiver (the “Release”), together with the
Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between
the Company and me with regard to the subject matter hereof. I am not relying on any promise or
representation by the Company that is not expressly stated herein.




     In consideration of benefits I will receive under the Agreement, I hereby generally and
completely release the Company and its directors, officers, employees, shareholders, members,
partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns from any and all claims, liabilities and obligations, both known and
unknown, that arise out of or are in any way related to events, acts, conduct, or omissions
occurring prior to my signing this Release. This Release includes, but is not limited to: (1) all
claims arising out of or in any way related to my employment with the Company or the termination of
that employment; (2) all claims related to my compensation or benefits from the Company, including,
but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership interests in the Company;
(3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of
good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud,
defamation, emotional distress, and discharge in violation of public policy; and (5) all federal,
state, and local statutory claims, including, but not limited to, claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights
Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age
Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment
and Housing Act (as amended).



     I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have
under the ADEA. I also acknowledge that the consideration given for the waiver and release in the
preceding paragraph hereof is in addition to anything of value to which I was already entitled. I
further acknowledge that I have been advised by this writing, as required by the ADEA, that:
(a) my waiver and release do not apply to any rights or claims that may arise after I execute this
Release; (b) I should consult with an attorney prior to executing this Release; (c) I have
forty-five (45) days from the date I receive this Release and the information specified in (f)
below to consider this Release (although I voluntarily may choose to execute this Release earlier);
(d) I have seven (7) days following the execution of this Release to revoke the Release; and
(e) this Release shall not be effective until the later of (i) the date upon which the revocation
period has expired, which shall be the eighth (8th) day after I execute this Release,
and (ii) the date I return this Release, fully executed, to the Company; and (f) I have received
with this Release a detailed list of the job titles and ages of all employees who were terminated
in this group termination and the ages of all employees of the Company and its affiliates in the
same job



 









 







classification or organizational unit who were not terminated. As required by Title 29 U.S.
Code Section 626(f)(1)(H), the Company is providing you with the Disclosure attached hereto as
Exhibit A-1. The information in the disclosure is confidential and should not be shared with
anyone except your professional advisors.



     I represent that I have not filed any claims against the Company, and agree that, except as
such waiver may be prohibited by statute, I will not file any claim against the Company or seek any
compensation for any claim other than the payments and benefits referenced herein. I agree to
indemnify and hold the Company harmless from and against any and all loss, cost, and expense,
including, but not limited to court costs and attorney’s fees, arising from or in connection with
any action which may be commenced, prosecuted, or threatened by me or for my benefit, upon my
initiative, or with my aid or approval, contrary to the provisions of this Release.



     I acknowledge that I have read and understand Section 1542 of the California Civil Code which
reads as follows: “A general release does not extend to claims which the creditor 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 affected his settlement with the debtor.” I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of similar effect with
respect to my release of any claims I may have against the Company, its affiliates, and the
entities and persons specified above.



	 	 	 	 	 	 	 
	 	 	Employee	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 






2









 








Example

(Group Termination)




Exhibit A-1




DISCLOSURE UNDER TITLE 29 U.S. CODE SECTION 626(f)(1)(H)





			
	Confidentiality Provision:	 	The information contained in this document is private and confidential.
You may not disclose this information to anyone except your professional advisors.






	1.	 	The following departments have been selected for the severance benefits:






a.                                               



b.                                               



[ADD MORE IF NECESSARY]




	2.	 	In the [two] departments listed above, employees whose employment will be eliminated
on [date of termination] are eligible to receive severance benefits.
	 
	3.	 	An individual age 40 or more years will have up to forty-five (45) days to review the
terms and conditions of the severance benefits.





Employees Eligible For Severance Benefits




	 	 	 
	 	 	 
	Job
Title
	 	Age






 









 






Employees Not Eligible For Severance Benefits




	 	 	 
	 	 	 
	Job
Title
	 	Age







2









 








Example

(Individual Termination)




Exhibit B




RELEASE AGREEMENT




     I understand and agree completely to the terms set forth in the Amended and Restated
Employment Agreement dated as of ___, 2008, (the “Agreement”) between me and Cypress Bioscience,
Inc. (the “Company”) I understand that this release and waiver (the “Release”), together with the
Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between
the Company and me with regard to the subject matter hereof. I am not relying on any promise or
representation by the Company that is not expressly stated herein.



     In consideration of benefits I will receive under the Agreement, I hereby generally and
completely release the Company and its directors, officers, employees, shareholders, members,
partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns from any and all claims, liabilities and obligations, both known and
unknown, that arise out of or are in any way related to events, acts, conduct, or omissions
occurring prior to my signing this Release. This Release includes, but is not limited to: (1) all
claims arising out of or in any way related to my employment with the Company or the termination of
that employment; (2) all claims related to my compensation or benefits from the Company, including,
but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership interests in the Company;
(3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of
good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud,
defamation, emotional distress, and discharge in violation of public policy; and (5) all federal,
state, and local statutory claims, including, but not limited to, claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights
Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age
Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment
and Housing Act (as amended).



     I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have
under the ADEA. I also acknowledge that the consideration given under the Release for the waiver
and release in the preceding paragraph hereof is in addition to anything of value to which I was
already entitled. I further acknowledge that I have been advised by this writing, as required by
the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on
or after the date I execute this Release; (B) I should consult with an attorney prior to executing
this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to
voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this
Release to revoke the Release; and (E) this Release shall not be effective until the date upon
which the revocation period has expired, which shall be the eighth (8th) day after I
execute this Release.



     I represent that I have not filed any claims against the Company, and agree that, except as
such waiver may be prohibited by statute, I will not file any claim against the Company or seek any
compensation for any claim other than the payments and benefits referenced herein. I agree to
indemnify and hold the Company harmless from and against any and all loss, cost, and



 









 







expense, including, but not limited to court costs and attorney’s fees, arising from or in
connection with any action which may be commenced, prosecuted, or threatened by me or for my
benefit, upon my initiative, or with my aid or approval, contrary to the provisions of this
Release.



     I acknowledge that I have read and understand Section 1542 of the California Civil Code which
reads as follows: “A general release does not extend to claims which the creditor 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 affected his settlement with the debtor.” I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of similar effect with
respect to my release of any claims I may have against the Company, its affiliates, and the
entities and persons specified above.



	 	 	 	 	 	 	 
	 	 	 Employee	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 







2