FOR EQUITY IN THE COMPANY, OR COMMON LAW CLAIM FOR
WRONGFUL DISCHARGE, BREACH OF AN IMPLIED COVENANT OF GOOD FAITH AND FAIR
DEALING, DEFAMATION, OR INVASION OF PRIVACY ARISING OUT OF OR INVOLVING HIS
EMPLOYMENT WITH THE COMPANY, THE TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY,
OR INVOLVING ANY CONTINUING EFFECTS OF HIS EMPLOYMENT WITH THE COMPANY OR
TERMINATION OF EMPLOYMENT WITH THE COMPANY; PROVIDED, HOWEVER, THAT NOTHING
HEREIN WAIVES OR RELEASES THE EMPLOYEE'S RIGHTS TO ANY PAYMENTS OR BENEFITS THE
COMPANY IS REQUIRED TO PAY OR PROVIDE PURSUANT TO THE TERMS OF THE AMENDED AND
RESTATED EMPLOYMENT AGREEMENT, INCLUDING BUT NOT LIMITED TO, PAYMENTS OWING
UNDER EXHIBIT A AND B THEREOF, OR THIS RELEASE.
THE EMPLOYEE FURTHER
ACKNOWLEDGES THAT HE IS AWARE THAT STATUTES EXIST THAT RENDER NULL AND VOID
RELEASES AND DISCHARGES OF ANY CLAIMS, RIGHTS, DEMANDS, LIABILITIES, ACTION AND
CAUSES OF ACTION WHICH ARE UNKNOWN TO THE RELEASING OR DISCHARGING PART AT THE
TIME OF EXECUTION OF THE RELEASE AND DISCHARGE.
THE EMPLOYEE HEREBY EXPRESSLY
WAIVES, SURRENDERS AND AGREES TO FOREGO ANY PROTECTION TO WHICH HE WOULD
OTHERWISE BE ENTITLED BY VIRTUE OF THE EXISTENCE OF ANY SUCH STATUTE IN ANY
JURISDICTION INCLUDING, BUT NOT LIMITED TO, THE STATE OF ILLINOIS.
4.
COVENANT NOT TO SUE.
THE
EMPLOYEE AGREES NOT TO BRING, FILE, CHARGE, CLAIM, SUE OR CAUSE, ASSIST, OR
PERMIT TO BE BROUGHT, FILED, CHARGED OR CLAIMED ANY ACTION, CAUSE OF ACTION, OR
PROCEEDING REGARDING OR IN ANY WAY RELATED TO ANY OF THE CLAIMS DESCRIBED IN
PARAGRAPH 3 HEREOF, AND FURTHER AGREES THAT HIS RELEASE IS, WILL CONSTITUTE AND
MAY BE PLEADED AS, A BAR TO ANY SUCH CLAIM, ACTION, CAUSE OF ACTION OR
PROCEEDING.
IF ANY GOVERNMENT AGENCY OR COURT ASSUMES JURISDICTION OF ANY
CHARGE, COMPLAINT, OR CAUSE OF ACTION COVERED BY THIS RELEASE, THE EMPLOYEE WILL
NOT SEEK AND WILL NOT ACCEPT ANY PERSONAL EQUITABLE OR MONETARY RELIEF IN
CONNECTION WITH SUCH INVESTIGATION, CIVIL ACTION, SUIT OR LEGAL PROCEEDING.
5.
NO DISPARAGING, UNTRUE OR
MISLEADING STATEMENTS.
THE EMPLOYEE
REPRESENTS THAT HE HAS NOT MADE, AND
AGREES THAT HE WILL NOT MAKE, TO ANY THIRD PARTY ANY DISPARAGING, UNTRUE, OR
MISLEADING WRITTEN OR ORAL STATEMENTS ABOUT OR RELATING TO, RESPECTIVELY, THE
COMPANY, ITS PRODUCTS OR SERVICES (OR ABOUT OR RELATING TO ANY OFFICER,
DIRECTOR, AGENT, EMPLOYEE, OR OTHER PERSON ACTING ON THE COMPANY'S BEHALF), OR
THE EMPLOYEE.
THE COMPANY REPRESENTS THAT NONE OF ITS SENIOR OFFICERS OR
MEMBERS OF ITS BOARD OF DIRECTORS
HAS MADE, AND WILL NOT MAKE, ANY DISPARAGING,
UNTRUE, OR MISLEADING WRITTEN OR ORAL STATEMENTS ABOUT OR RELATING TO THE
EMPLOYEE.
6.
SEVERABILITY.
IF ANY
PROVISION OF THIS RELEASE SHALL BE FOUND BY A COURT TO BE INVALID OR
UNENFORCEABLE, IN WHOLE OR IN PART, THEN SUCH PROVISION SHALL BE CONSTRUED
AND/OR MODIFIED OR RESTRICTED TO THE EXTENT AND IN THE MANNER NECESSARY TO
RENDER THE SAME VALID AND ENFORCEABLE, OR SHALL BE DEEMED EXCISED FROM THIS
RELEASE, AS THE CASE MAY
C-2
REQUIRE, AND THIS RELEASE SHALL BE CONSTRUED