OF ITS PARENT CORPORATIONS,
SUBSIDIARIES, DIVISIONS, AFFILIATED ENTITIES, PREDECESSORS, SUCCESSORS AND
ASSIGNS, AND ANY AND ALL OF ITS AND THEIR EMPLOYEE BENEFIT AND/OR PENSION PLANS
AND FUNDS, AND ANY AND ALL OF ITS AND THEIR PAST OR PRESENT OFFICERS, DIRECTORS,
STOCKHOLDERS, MANAGERS, MEMBERS, PARTNERS, AGENTS, TRUSTEES, ADMINISTRATORS,
EMPLOYEES AND ASSIGNS (WHETHER ACTING AS AGENTS FOR SUCH ENTITIES OR IN THEIR
INDIVIDUAL CAPACITIES) (HEREINAFTER COLLECTIVELY REFERRED TO AS THE
"RELEASEES"), FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, FEES AND
LIABILITIES OF ANY KIND WHATSOEVER (BASED UPON ANY LEGAL OR EQUITABLE THEORY,
WHETHER CONTRACTUAL, COMMON-LAW, STATUTORY, DECISIONAL, FEDERAL, STATE, LOCAL OR
OTHERWISE), WHETHER KNOWN OR UNKNOWN, WHICH RELEASORS EVER HAD, NOW HAVE OR MAY
HAVE AGAINST THE RELEASEES OR ANY OF THEM BY REASON OF ANY ACTUAL OR ALLEGED
ACT, OMISSION, TRANSACTION, PRACTICE, CONDUCT, OCCURRENCE, OR OTHER MATTER FROM
THE BEGINNING OF THE WORLD UP TO AND INCLUDING THE RELEASE EFFECTIVE DATE,
EXCEPT FOR THE OBLIGATIONS OF THE COMPANY UNDER THIS AGREEMENT.
(B)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SUBPARAGRAPH (A),
THIS AGREEMENT IS INTENDED TO AND SHALL RELEASE THE RELEASEES FROM ANY AND ALL
CLAIMS ARISING OUT OF EXECUTIVE'S EMPLOYMENT WITH RELEASEES AND/OR THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT, INCLUDING BUT NOT LIMITED TO ANY CLAIM(S)
UNDER OR ARISING OUT OF (I) TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS
AMENDED; (II) THE AMERICANS WITH DISABILITIES ACT, AS AMENDED; (III) THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") (EXCLUDING
CLAIMS FOR ACCRUED, VESTED BENEFITS UNDER ANY EMPLOYEE BENEFIT PLAN OF THE
COMPANY IN ACCORDANCE WITH THE TERMS OF SUCH PLAN AND APPLICABLE LAW); (IV) THE
AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED, OR THE OLDER WORKERS BENEFIT
PROTECTION ACT; (V) THE CALIFORNIA FAIR EMPLOYMENT PRACTICES AND HOUSING ACT;
(VI) NEW YORK STATE AND CITY HUMAN RIGHTS LAWS; (VIII) SECTION 806 OF THE
SARBANES OXLEY ACT OF 2002; (VII) ALLEGED DISCRIMINATION OR RETALIATION IN
EMPLOYMENT (WHETHER BASED ON FEDERAL, STATE OR LOCAL LAW, STATUTORY OR
DECISIONAL); (IX) THE TERMS AND CONDITIONS OF EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY, THE TERMINATION OF SUCH EMPLOYMENT, AND/OR ANY OF THE EVENTS RELATING
DIRECTLY OR INDIRECTLY TO OR SURROUNDING THAT TERMINATION; AND (X) ANY LAW
(STATUTORY OR DECISIONAL) PROVIDING FOR ATTORNEYS' FEES, COSTS, DISBURSEMENTS
AND/OR THE LIKE.
(C)
AS A FURTHER CONSIDERATION AND INDUCEMENT FOR THIS AGREEMENT, TO THE
EXTENT PERMITTED BY LAW, EXECUTIVE HEREBY WAIVES AND RELEASES ANY AND ALL RIGHTS
UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE OR ANY ANALOGOUS STATE, LOCAL OR
FEDERAL LAW, STATUTE, RULE, ORDER OR REGULATION THAT EXECUTIVE HAD OR MAY HAVE
WITH RESPECT TO ANY OF THE RELEASEES.
CALIFORNIA CIVIL CODE SECTION 1542 READS
AS FOLLOWS:
A-2
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.
Executive hereby expressly agrees that this