EMPLOYEES, AGENTS,
REPRESENTATIVES, ATTORNEYS, AND/OR ANY OTHER INDIVIDUAL CONNECTED WITH EACH OF
THE FOREGOING (THE "INDIVIDUAL RELEASED PARTIES"), FOREVER AND UNCONDITIONALLY
FROM ANY AND ALL MANNER OF ACTION, CLAIM, DEMAND, DAMAGES, CAUSE OF ACTION,
DEBT, SUM OF MONEY, CONTRACT, COVENANT, CONTROVERSY, AGREEMENT, PROMISE,
JUDGMENT, AND DEMAND WHATSOEVER, IN LAW OR EQUITY, KNOWN OR UNKNOWN, EXISTING OR
CLAIMED TO EXIST (HEREINAFTER, COLLECTIVELY REFERRED TO AS "CLAIMS") ARISING
FROM THE BEGINNING OF TIME THROUGH THE EXECUTION OF THIS RELEASE AGREEMENT,
INCLUDING WITHOUT LIMITATION, ALL CLAIMS RELATING TO OR ARISING OUT OF THE
EMPLOYMENT AGREEMENT, YOUR EMPLOYMENT AND/OR TERMINATION OF EMPLOYMENT WITH THE
COMPANY, YOUR SERVICE AS A DIRECTOR OF THE COMPANY, PAYMENT OF BASE SALARY,
BONUS AND/OR EMPLOYEE BENEFITS AND/OR ANY DISCRIMINATION CLAIM BASED ON RACE,
RELIGION, COLOR, NATIONAL ORIGIN, AGE, SEX, SEXUAL ORIENTATION OR PREFERENCE,
DISABILITY, RETALIATION, OR ANY CAUSE OF ACTION UNDER THE FOLLOWING IN EACH CASE
AS AMENDED: THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE CIVIL RIGHTS ACT OF
1866, THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990,
THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE WORKER ADJUSTMENT AND RETRAINING
NOTIFICATION ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (EXCEPT
ANY VALID CLAIM TO RECOVER VESTED BENEFITS, IF APPLICABLE), ANY PENNSYLVANIA
ANTI-DISCRIMINATION STATUTES AND REGULATIONS, AND/OR ANY OTHER FEDERAL, STATE OR
LOCAL LAW, RULE, REGULATION, CONSTITUTION OR ORDINANCE, OR UNDER ANY PUBLIC
POLICY OR COMMON LAW OR ARISING UNDER ANY PRACTICES OR PROCEDURE OF THE COMPANY
OR UNDER THE EMPLOYMENT AGREEMENT OR ANY EQUITY INCENTIVE PLAN OF THE COMPANY,
AND/OR ANY CLAIM FOR WRONGFUL TERMINATION, BACK PAY, FUTURE WAGE LOSS, INJURY
SUBJECT TO RELIEF UNDER THE WORKERS' COMPENSATION ACT, ANY OTHER CLAIM, WHETHER
IN TORT, CONTRACT OR OTHERWISE, OR ANY CLAIM FOR COSTS, FEES OR OTHER EXPENSES,
INCLUDING ATTORNEYS' FEES, PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BE
DEEMED TO RELEASE ANY CLAIMS THAT YOU MAY HAVE ARISING FROM A BREACH BY THE
COMPANY OF ITS OBLIGATIONS SET FORTH IN THIS RELEASE AGREEMENT, ANY RIGHTS AND
CLAIMS THAT YOU MAY HAVE WHICH ARISE AFTER THE DATE YOU EXECUTE THIS RELEASE
AGREEMENT AND ANY RIGHTS AND CLAIMS YOU MAY HAVE FOR INDEMNIFICATION PURSUANT TO
SECTION 10 OF THE EMPLOYMENT AGREEMENT, WHICH IS INCORPORATED HEREIN BY
REFERENCE.
By signing this Release Agreement, you acknowledge that:
(I)
YOU HAVE READ AND FULLY UNDERSTAND THE
TERMS OF THIS RELEASE AGREEMENT;
(II)
YOU HAVE BEEN ADVISED AND URGED TO CONSULT
WITH YOUR ATTORNEYS, CONCERNING THE TERMS OF THIS RELEASE AGREEMENT;
(III)
YOU HAVE AGREED TO THIS RELEASE AGREEMENT
KNOWINGLY AND VOLUNTARILY AND WERE NOT SUBJECTED TO ANY UNDUE INFLUENCE OR
COERCION IN AGREEING TO ITS TERMS;
(IV)
YOU HAVE BEEN GIVEN 21 DAYS TO CONSIDER THIS
RELEASE AGREEMENT, AND ACKNOWLEDGE THAT IN THE EVENT THAT YOU EXECUTE THIS
RELEASE AGREEMENT PRIOR TO THE EXPIRATION OF THE 21 DAY PERIOD, YOU HEREBY WAIVE
THE BALANCE OF SAID PERIOD;
(V)
YOU WILL