"COMPETITION" WILL MEAN EMPLOYEE'S DIRECT OR
INDIRECT ENGAGEMENT IN (WHETHER AS AN EMPLOYEE, CONSULTANT, AGENT, PROPRIETOR,
PRINCIPAL, PARTNER, STOCKHOLDER, CORPORATE OFFICER, DIRECTOR OR OTHERWISE), OR
OWNERSHIP INTEREST IN OR PARTICIPATION IN THE FINANCING, OPERATION, MANAGEMENT
OR CONTROL OF, ANY PERSON, FIRM, CORPORATION OR BUSINESS THAT COMPETES WITH
COMPANY OR IS A CUSTOMER OF THE COMPANY.
2.
CONFIDENTIAL INFORMATION.
EMPLOYEE
SHALL CONTINUE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE CONFIDENTIALITY
AGREEMENT, AND MAINTAIN THE CONFIDENTIALITY OF ALL OF THE COMPANY'S CONFIDENTIAL
AND PROPRIETARY INFORMATION.
EMPLOYEE SHALL ALSO RETURN TO THE COMPANY ALL OF
THE COMPANY'S PROPERTY, INCLUDING ALL CONFIDENTIAL AND PROPRIETARY INFORMATION,
AND ALL DOCUMENTS AND INFORMATION THAT EMPLOYEE OBTAINED IN CONNECTION WITH HIS
EMPLOYMENT WITH THE COMPANY, ON OR BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT.
3.
PAYMENT OF SALARY.
EMPLOYEE
ACKNOWLEDGES AND REPRESENTS THAT THE COMPANY HAS PAID ALL SALARY, WAGES,
BONUSES, ACCRUED VACATION, HOUSING ALLOWANCES, RELOCATION COSTS, INTEREST,
SEVERANCE, STOCK, STOCK OPTIONS, OUTPLACEMENT COSTS, FEES, COMMISSIONS AND ANY
AND ALL OTHER BENEFITS AND COMPENSATION DUE TO EMPLOYEE.
4.
RELEASE OF CLAIMS.
EMPLOYEE AGREES
THAT THE FOREGOING CONSIDERATION REPRESENTS SETTLEMENT IN FULL OF ALL
OUTSTANDING OBLIGATIONS OWED TO EMPLOYEE BY THE COMPANY AND ITS CURRENT AND
FORMER OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INVESTORS, ATTORNEYS,
SHAREHOLDERS, ADMINISTRATORS, AFFILIATES, DIVISIONS, SUBSIDIARIES, PREDECESSOR
AND SUCCESSOR CORPORATIONS AND ASSIGNS (THE "RELEASEES").
EMPLOYEE, ON HIS OWN
BEHALF, AND ON BEHALF OF HIS RESPECTIVE HEIRS, FAMILY MEMBERS, EXECUTORS,
AGENTS, AND ASSIGNS, HEREBY FULLY AND FOREVER RELEASES THE COMPANY AND THE OTHER
RELEASEES FROM, AND AGREES NOT TO SUE CONCERNING, ANY CLAIM, DUTY, OBLIGATION OR
CAUSE OF ACTION RELATING TO ANY MATTERS OF ANY KIND, WHETHER PRESENTLY KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT EMPLOYEE MAY POSSESS ARISING FROM ANY
OMISSIONS, ACTS OR FACTS THAT HAVE OCCURRED UP UNTIL AND INCLUDING THE EFFECTIVE
DATE OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION:
(A)
ANY AND ALL CLAIMS RELATING TO OR ARISING
FROM EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, OR THE TERMINATION OF THAT
EMPLOYMENT;
(B)
ANY AND ALL CLAIMS RELATING TO, OR ARISING
FROM, EMPLOYEE'S RIGHT TO PURCHASE, OR ACTUAL PURCHASE OF, SHARES OF COMPANY
STOCK, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS FOR FRAUD, MISREPRESENTATION,
BREACH OF FIDUCIARY DUTY, BREACH OF DUTY UNDER APPLICABLE STATE CORPORATE LAW,
AND SECURITIES FRAUD UNDER ANY STATE OR FEDERAL LAW;
2
(C)
ANY AND ALL CLAIMS UNDER THE LAW OF ANY
JURISDICTION, INCLUDING, BUT NOT LIMITED TO, WRONGFUL DISCHARGE OF EMPLOYMENT;
CONSTRUCTIVE DISCHARGE FROM EMPLOYMENT; TERMINATION IN VIOLATION OF PUBLIC
POLICY; DISCRIMINATION; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF
A COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; PROMISSORY
ESTOPPEL; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT
OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH
CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; UNFAIR BUSINESS PRACTICES;
DEFAMATION; LIBEL; SLANDER; NEGLIGENCE; PERSONAL INJURY; ASSAULT; BATTERY;
INVASION OF PRIVACY; FALSE IMPRISONMENT; AND CONVERSION;
(D)
ANY AND ALL CLAIMS FOR VIOLATION OF ANY
FEDERAL, STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF
THE CIVIL RIGHTS ACT