OF THE
RESIGNATION DATE, SHALL REMAIN EXERCISABLE FOR THE POST-TERMINATION EXERCISE
PERIOD PROVIDED IN THE OPTION AWARD AGREEMENTS, SUCH PERIOD COMMENCING ON THE
DATE THAT THE SUSPENSION IS LIFTED FOR THE EXERCISE OF OPTIONS AND QUAINTANCE
WILL BE NOTIFIED OF SAID DATE ALONG WITH AND IN THE SAME MANNER AS ALL PERSONS
WITH COMPANY STOCK OPTIONS. NO ADDITIONAL STOCK OPTIONS WILL VEST FOLLOWING THE
RESIGNATION DATE. QUAINTANCE'S PARTICIPATION IN ALL COMPANY BENEFIT PLANS SHALL
CEASE AS OF THE RESIGNATION DATE. THE OPTIONS AS TO WHICH THE EXERCISE PERIOD IS
EXTENDED PURSUANT TO THE AGREEMENT MAY BE SUBJECT TO THE PROVISIONS OF SECTION
409A OF THE INTERNAL REVENUE CODE AND THE REGULATIONS ISSUED THEREUNDER AND, AS
SUCH, QUAINTANCE MAY INCUR INCOME TAX AND/OR PENALTIES AS A RESULT OF SUCH
EXTENSION.
5.
THE COMPANY AND QUAINTANCE AGREE THAT THE TIME PERIOD SET OUT IN
SECTION 9(A) OF THE EMPLOYMENT AGREEMENT IS HEREBY REDUCED TO EIGHTEEN (18)
MONTHS. EXCEPT AS SPECIFICALLY MODIFIED HERE, SECTION 9 OF THE EMPLOYMENT
AGREEMENT (RESTRICTIVE COVENANTS AND CONFIDENTIALITY; INJUNCTIVE RELIEF) AND
SECTION 10 (SURVIVAL), SHALL APPLY IN FULL FORCE AND EFFECT.
6.
RELEASE.
A.
QUAINTANCE HEREBY FOREVER RELEASES AND DISCHARGES
THE COMPANY, THE COMPANY'S PAST, PRESENT, OR FUTURE PARENT, AFFILIATED, RELATED,
AND/OR SUBSIDIARY ENTITIES, AND ALL OF THEIR PAST, PRESENT AND FUTURE DIRECTORS,
SHAREHOLDERS, OFFICERS, GENERAL OR LIMITED PARTNERS, EMPLOYEES, AGENTS,
ATTORNEYS AND REPRESENTATIVES FOR ACTIONS OR OMISSIONS TAKEN BY ANY OR ALL OF
THEM ON BEHALF OF THE COMPANY IN EACH OF THEIR RESPECTIVE CAPACITIES, AND THE
EMPLOYEE BENEFIT PLANS IN WHICH QUAINTANCE IS OR HAS BEEN A PARTICIPANT BY
VIRTUE OF HIS EMPLOYMENT WITH THE COMPANY (COLLECTIVELY, THE "COMPANY
RELEASEES"), FROM, AND AGREES HEREBY FOREVER NOT TO SUE THE COMPANY RELEASEES
WITH RESPECT TO, ANY AND ALL CLAIMS, DEBTS, DEMANDS, ACCOUNTS, JUDGMENTS,
RIGHTS, CAUSES OF ACTION, EQUITABLE RELIEF, DAMAGES, COSTS, CHARGES, ATTORNEYS'
FEES, COMPLAINTS, OBLIGATIONS, PROMISES, AGREEMENTS, CONTROVERSIES, SUITS,
EXPENSES, ANY FORM OF COMPENSATION (INCLUDING BUT NOT LIMITED TO SALARY,
BONUSES, COMMISSIONS OR RELATED FEES), RESPONSIBILITY AND LIABILITY OF EVERY
KIND AND CHARACTER WHATSOEVER, WHETHER IN LAW OR EQUITY, KNOWN OR UNKNOWN,
ASSERTED OR UNASSERTED, SUSPECTED OR UNSUSPECTED, WHICH QUAINTANCE HAS OR MAY
HAVE HAD AGAINST THE COMPANY RELEASEES BASED ON ANY EVENTS OR CIRCUMSTANCES
ARISING OR OCCURRING ON OR PRIOR TO THE DATE OF THIS AGREEMENT ARISING DIRECTLY
OR INDIRECTLY OUT OF, RELATING TO, OR IN ANY OTHER WAY INVOLVING IN ANY MANNER
WHATSOEVER, (I) QUAINTANCE'S EMPLOYMENT AGREEMENT OR STOCK OPTION AGREEMENTS;
(II) QUAINTANCE'S EMPLOYMENT WITH THE COMPANY OR HIS SEPARATION OF EMPLOYMENT,
(III) QUAINTANCE'S STATUS AT ANY TIME AS A HOLDER OF ANY SECURITIES OF THE
COMPANY, OR (IV) WITHOUT LIMITATION, ANY AND ALL CLAIMS ARISING UNDER FEDERAL,
STATE, OR LOCAL LAWS RELATING TO EMPLOYMENT OR SECURITIES, INCLUDING WITHOUT
LIMITATION CLAIMS OF WRONGFUL DISCHARGE, BREACH OF EXPRESS OR IMPLIED CONTRACT,
FRAUD, MISREPRESENTATION, DEFAMATION, OR LIABILITY IN TORT, CLAIMS OF ANY KIND
THAT MAY BE BROUGHT IN ANY COURT OR ADMINISTRATIVE AGENCY, ANY CLAIMS ARISING
UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,