FROM ENFORCING RIGHTS UNDER THIS AGREEMENT OR FROM
BRINGING ANY AND ALL APPLICABLE
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CLAIMS TO ENFORCE SAME, INCLUDING WITHOUT LIMITATION, WITH RESPECT TO
EXECUTIVE'S RIGHT TO EXERCISE HIS STOCK OPTION AWARD PURSUANT TO SECTION 2(F).
(B)
FOR PURPOSES OF THIS SECTION 4, THE TERMS
SET FORTH BELOW SHALL HAVE THE FOLLOWING MEANINGS:
(I)
THE TERM "CLAIMS" SHALL INCLUDE ANY AND
ALL RIGHTS, CLAIMS, DEMANDS, DEBTS, DUES, SUMS OF MONEY, ACCOUNTS, ATTORNEYS'
FEES, EXPERTS' FEES, COMPLAINTS, JUDGMENTS, EXECUTIONS, ACTIONS AND CAUSES OF
ACTION OF ANY NATURE WHATSOEVER, COGNIZABLE AT LAW OR EQUITY.
(II)
THE TERM "COMPANY RELEASEES" SHALL INCLUDE
THE COMPANY AND ITS AFFILIATES AND THEIR CURRENT, FORMER AND FUTURE OFFICERS,
DIRECTORS, TRUSTEES, MEMBERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, ATTORNEYS,
AGENTS, ASSIGNS AND ADMINISTRATORS AND FIDUCIARIES UNDER ANY EMPLOYEE BENEFIT
PLAN OF THE COMPANY AND OF ANY AFFILIATE, AND INSURERS, AND THEIR PREDECESSORS
AND SUCCESSORS.
(III)
THE TERM "EXECUTIVE RELEASORS" SHALL INCLUDE
EXECUTIVE, AND HIS FAMILY, HEIRS, EXECUTORS, REPRESENTATIVES, AGENTS, INSURERS,
ADMINISTRATORS, SUCCESSORS, ASSIGNS, AND ANY OTHER PERSON CLAIMING THROUGH
EXECUTIVE.
(C)
THE COMPANY DOES HEREBY KNOWINGLY AND
VOLUNTARILY RELEASE AND FOREVER DISCHARGE EXECUTIVE FROM ALL CLAIMS KNOWN OR
UNKNOWN, FIXED OR CONTINGENT, WHICH IT EVER HAD, NOW HAS, OR MAY HAVE, OR WHICH
IT HEREAFTER CAN, SHALL, OR MAY HAVE, FROM THE BEGINNING OF TIME THROUGH THE
SEPARATION DATE, INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF OR RELATED TO
EXECUTIVE'S EMPLOYMENT OR SEPARATION FROM EMPLOYMENT WITH THE COMPANY; PROVIDED
NOTHING HEREIN PRECLUDES THE COMPANY FROM ENFORCING ITS RIGHTS UNDER THIS
AGREEMENT; PROVIDED, FURTHER, THAT THE COMPANY DOES NOT RELEASE OR DISCHARGE ANY
FUTURE CLAIMS AGAINST EXECUTIVE ARISING OUT OF ANY ACTS OR OMISSIONS OF
EXECUTIVE (A) THAT AS OF THE DATE OF THIS AGREEMENT ARE KNOWN TO EXECUTIVE,
WHICH EXECUTIVE FAILS TO FULLY DISCLOSE TO THE COMPANY, AND THAT HAVE A MATERIAL
ADVERSE FUTURE IMPACT ON THE COMPANY, OR (B) THAT ARE FRAUDULENT OR DISHONEST.
SECTION 5.
REPRESENTATIONS BY
EXECUTIVE.
EXECUTIVE WARRANTS THAT EXECUTIVE IS LEGALLY COMPETENT TO EXECUTE
THIS AGREEMENT AND THAT EXECUTIVE HAS NOT RELIED ON ANY STATEMENTS OR
EXPLANATIONS MADE BY THE COMPANY OR ITS ATTORNEY.
MOREOVER, EXECUTIVE HEREBY
ACKNOWLEDGES THAT EXECUTIVE HAS BEEN AFFORDED THE OPPORTUNITY TO BE ADVISED BY
LEGAL COUNSEL REGARDING THE TERMS OF THIS AGREEMENT, INCLUDING THE RELEASE OF
ALL CLAIMS AND WAIVER OF RIGHTS SET FORTH IN SECTION 4.
AFTER BEING SO ADVISED,
AND WITHOUT COERCION OF ANY KIND, EXECUTIVE FREELY, KNOWINGLY, AND VOLUNTARILY
ENTERS INTO THIS AGREEMENT.
SECTION 6.
MUTUAL NON-DISPARAGEMENT AND
EMPLOYMENT REFERENCES/INQUIRIES.
THE COMPANY AND EXECUTIVE AGREE THAT, AT ALL
TIMES FOLLOWING THE SIGNING OF THIS AGREEMENT, THEY SHALL NOT ENGAGE IN ANY
DISPARAGEMENT OR VILIFICATION OF THE OTHER, AND SHALL REFRAIN FROM MAKING ANY
FALSE, NEGATIVE, CRITICAL OR OTHERWISE DISPARAGING STATEMENTS, IMPLIED OR
EXPRESSED, CONCERNING THE OTHER, INCLUDING, BUT NOT LIMITED TO, JOB PERFORMANCE,
THE MANAGEMENT STYLE, METHODS OF DOING BUSINESS, THE QUALITY OF PRODUCTS AND
SERVICES, ROLE IN THE COMMUNITY, TREATMENT
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OF EMPLOYEES OR THE CIRCUMSTANCES AND EVENTS REGARDING EXECUTIVE'S EMPLOYMENT
SEPARATION.
EXECUTIVE ACKNOWLEDGES THAT