COMPANY OR ITS AFFILIATES, AS PROHIBITED UNDER SECTION 6 OF
THE EMPLOYMENT AGREEMENT; AND (B) YOU ARE IN FULL COMPLIANCE WITH THE TERMS AND
CONDITIONS OF THE EMPLOYMENT AGREEMENT, INCLUDING THE PROVISIONS REGARDING
"CONFIDENTIAL INFORMATION" SET FORTH IN SECTION 6 THEREOF.
6.
A.
IN CONSIDERATION OF THE PAYMENTS
PROVIDED FOR HEREIN, AND THE COMPANY RELEASE SET FORTH IN SECTION 7 BELOW, YOU
ON BEHALF OF YOURSELF, YOUR HEIRS, BENEFICIARIES AND ASSIGNS, VOLUNTARILY,
KNOWINGLY AND WILLINGLY RELEASE AND FOREVER DISCHARGE THE COMPANY, FOX PAINE &
COMPANY, LLC, FOX PAINE CAPITAL FUND, L.P., FPC INVESTORS, L.P., FOX PAINE
CAPITAL, LLC, FOX PAINE CAPITAL FUND II GP, LLC, FOX PAINE CAPITAL FUND II,
L.P., FOX PAINE CAPITAL FUND II INTERNATIONAL, L.P., FOX PAINE CAPITAL FUND II
CO-INVESTORS INTERNATIONAL, L.P., FPC INVESTMENT GP, AND THEIR RESPECTIVE
SUBSIDIARIES, AFFILIATES, DIVISIONS, PARENTS, MEMBERS, SHAREHOLDERS AND RELATED
ENTITIES (INCLUDING ALL ENTITIES THAT ARE PARTNERS OR MEMBERS IN ANY SUCH
RELATED ENTITIES) AND EACH OF THEIR PAST AND PRESENT DIRECTORS, MEMBERS,
MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, DIVISIONS, OWNERS,
SHAREHOLDERS AND SUCCESSORS (ALL COLLECTIVELY REFERRED TO HEREINAFTER FOR
PURPOSES OF THIS SECTION 6 AND SECTIONS 8 AND 9 HEREIN AS "WJ COMMUNICATIONS")
FROM ANY AND ALL CLAIMS, CHARGES, COMPLAINTS, LIENS, DEMANDS, CAUSES OF ACTION,
OBLIGATIONS, DAMAGES AND LIABILITIES (INCLUDING LEGAL EXPENSES) (ALL HEREINAFTER
REFERRED TO AS "CLAIMS"), KNOWN OR UNKNOWN, THAT YOU OR ANYONE ACTING ON YOUR
BEHALF EVER HAD, NOW HAVE OR MAY HEREAFTER CLAIM TO HAVE AGAINST WJ
COMMUNICATIONS AS OF THE EFFECTIVE DATE WITH RESPECT TO ANY MATTER WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ARISING DIRECTLY OR INDIRECTLY OUT OF,
OR IN ANY WAY CONNECTED WITH, BASED UPON, INCIDENTAL OR RELATED TO, YOUR
ASSOCIATION WITH WJ COMMUNICATIONS (AND THE SEPARATION OF SUCH ASSOCIATION) OR
ANY CLAIM TO COMPENSATION OR BENEFITS RESULTING FROM YOUR ASSOCIATION WITH WJ
3
COMMUNICATIONS, INCLUDING ANY CLAIM TO POST-SEPARATION BASE SALARY OR
COMPENSATION FOR THE 2005 YEAR UNDER THE EMPLOYMENT AGREEMENT, AND INCLUDING ANY
CLAIMS, UNDER LOCAL, STATE, OR FEDERAL LAW BASED ON:
(i)
claims of discrimination on the basis of
race, age, religion, sex, sexual harassment, sexual orientation, national
origin, marital status, or disability (including, without limitation, any claims
arising under the Federal Age Discrimination in Employment Act (ADEA), and the
California Fair Employment and Housing Act, each as amended);
(ii)
infliction of any tort (including wrongful
discharge);
(iii)
breach of contract, whether actual or
implied, written or oral;
(iv)
any violation of any pension or welfare plans
or any other benefit plan or arrangement (including without limitation, ERISA);
and
(v)
any claims to additional compensation
(including, without limitation, any claims arising under the California Labor
Code and any Wage Order promulgated by the California Industrial Welfare
Commission).
B.
YOU FURTHER REPRESENT THAT YOU HAVE NOT,
AT ANY TIME UP TO AND INCLUDING THE DATE ON WHICH YOU SIGN THIS AGREEMENT,
COMMENCED, AND WILL NOT IN THE FUTURE COMMENCE, TO THE FULL EXTENT PERMITTED BY
LAW, ANY ACTION OR PROCEEDING, OR FILE ANY CHARGE OR COMPLAINT, OF ANY NATURE
THAT