referenced therein). Executive further understands and agrees the severance
payments described in subsections (a)-(b) above shall be provided in lieu of any
amounts to which he is entitled under Section 2 of the Severance Agreement or
any other severance policy or practice of the Company, and that he shall not be
entitled to any other severance payments or
2
benefits or other compensation from the Company following the Separation Date
(including but not limited to any payments or bonuses under any employee bonus
or retention plan maintained by the Company). Notwithstanding the foregoing,
Executive acknowledges that, following the Separation Date, he shall perform
certain consulting services for the Company under the terms of a Consulting
Agreement between him and the Company dated April 30, 2006 (the "Consulting
Agreement"), and shall be compensated for such services, as set forth in that
Consulting Agreement.
4.
GENERAL RELEASE OF CLAIMS. IN CONSIDERATION OF THE SEVERANCE
PAYMENTS DESCRIBED IN SECTION 3 ABOVE, EXECUTIVE, ON BEHALF OF HIMSELF AND HIS
HEIRS, SUCCESSORS AND ASSIGNS, HEREBY RELEASES, DISCHARGES AND COVENANTS NOT TO
SUE THE COMPANY, ITS SUBSIDIARIES, DIVISIONS, PARENT AND/OR AFFILIATED
COMPANIES, AND EACH OF THEIR CURRENT AND FORMER DIRECTORS, OFFICERS,
SHAREHOLDERS, AGENTS, INVESTORS, EMPLOYEES, ATTORNEYS, HEIRS, ASSIGNS,
PREDECESSORS AND SUCCESSORS (THE "RELEASED PARTIES") FROM OR FOR ALL CLAIMS OF
ANY KIND, KNOWN AND UNKNOWN, WHICH HE MAY NOW HAVE OR HAS EVER HAD AGAINST ANY
OF THEM, OR ARISING OUT OF HIS RELATIONSHIP WITH ANY OF THEM, INCLUDING ANY
CLAIMS ARISING FROM OR RELATED TO (1) HIS EMPLOYMENT OR THE TERMINATION THEREOF
BY COMPANY (INCLUDING ANY CLAIMS FOR ANY SEVERANCE PAYMENTS OR OTHER
COMPENSATION UNDER THE SEVERANCE AGREEMENT), OR (2) ANY TRANSACTIONS,
OCCURRENCES, ACTS OR OMISSIONS BY THE RELEASED PARTIES, OR ANY OF THEM,
OCCURRING PRIOR TO HIS EXECUTION OF THIS AGREEMENT, WHETHER SUCH CLAIMS ARE
BASED ON CONTRACT, TORT, STATUTE, LOCAL ORDINANCE, REGULATION OR ANY COMPARABLE
LAW IN ANY JURISDICTION (THE "RELEASED CLAIMS"). WITHOUT LIMITING THE FOREGOING,
THE RELEASED CLAIMS SHALL INCLUDE BUT NOT BE LIMITED TO ANY CLAIMS ALLEGING
VIOLATIONS OF ANY FEDERAL OR STATE EMPLOYMENT DISCRIMINATION LAW, INCLUDING
WITHOUT LIMITATION TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH
DISABILITIES ACT, THE FAMILY MEDICAL LEAVE ACT, THE ILLINOIS HUMAN RIGHTS ACT,
AS WELL AS CLAIMS ARISING OUT OF OR RELATED TO ANY ALLEGED VIOLATIONS OF STATE
AND FEDERAL WAGE AND HOUR LAWS, ALL COMMON LAW AND STATUTORY CLAIMS, INCLUDING
WITHOUT LIMITATION, BREACH OF CONTRACT, FRAUD, VIOLATION OF PUBLIC POLICY,
UNFAIR COMPETITION AND BUSINESS PRACTICES, DEFAMATION, INFLICTION OF EMOTIONAL
DISTRESS, INVASION OF PRIVACY, WRONGFUL TERMINATION, OR ANY OTHER STATE OR
FEDERAL LAW, RULE, OR REGULATION, AND ANY CLAIMS FOR ATTORNEYS' FEES AND COSTS.
THE RELEASED CLAIMS ALSO SPECIFICALLY COVER BOTH KNOWN AND UNKNOWN CLAIMS AND
EXECUTIVE, THEREFORE, WAIVES HIS RIGHTS UNDER SECTION 1542 OF THE CALIFORNIA
CIVIL CODE OR UNDER ANY OTHER COMPARABLE LAW OF ANOTHER JURISDICTION THAT LIMITS
A GENERAL RELEASE TO CLAIMS THAT ARE KNOWN TO EXIST AT THE DATE OF THIS
AGREEMENT. SECTION 1542 OF THE