PROCEEDS RECEIVED BY EXECUTIVE AS A RESULT OF THIS AGREEMENT; AND
(H)
ANY AND ALL CLAIMS FOR ATTORNEYS' FEES AND COSTS.
5.
MUTUAL RELEASE OF UNKNOWN CLAIMS.
EXECUTIVE AND THE COMPANY UNDERSTAND
THAT THIS RELEASE EXTENDS TO ALL OF THE AFOREMENTIONED CLAIMS AND POTENTIAL
CLAIMS FOREVER AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WHETHER NOW KNOWN
OR UNKNOWN, SUSPECTED OR UNSUSPECTED, AND THAT THIS CONSTITUTES AN ESSENTIAL
TERM OF THIS AGREEMENT.
EXECUTIVE AND THE COMPANY FURTHER UNDERSTAND AND
ACKNOWLEDGE THE SIGNIFICANCE AND CONSEQUENCE OF THIS AGREEMENT AND OF EACH
SPECIFIC RELEASE AND WAIVER, AND EXPRESSLY CONSENT THAT THIS AGREEMENT SHALL BE
GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH AND ALL OF ITS EXPRESS TERMS AND
PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DEMANDS,
OBLIGATIONS, AND CAUSES OF ACTION, IF ANY, AS WELL AS THOSE RELATING TO ANY
OTHER CLAIMS, DEMANDS, OBLIGATIONS OR CAUSES OF ACTION HEREIN ABOVE-SPECIFIED.
EXECUTIVE AND THE COMPANY EXPRESSLY WAIVES ANY RIGHT OR BENEFIT AVAILABLE TO HER
IN ANY CAPACITY UNDER THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542,
WHICH PROVIDES AS FOLLOWS:
5
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.
6.
COOPERATION IN LEGAL PROCEEDINGS.
IN CONSIDERATION FOR THE SEVERANCE
AND OTHER PAYMENTS AND PROMISES SET FORTH ABOVE, EXECUTIVE SHALL PROVIDE TO
RELEASEE, AND TO ANY OR ALL OF ITS SUBSIDIARIES, DIVISIONS, AND AFFILIATED
COMPANIES, SUCH COOPERATION IN LEGAL PROCEEDINGS AS IS REASONABLY REQUESTED,
INCLUDING BY FURNISHING INFORMATION AND/OR TESTIMONY IN CONNECTION WITH SUCH
LEGAL PROCEEDINGS.
7.
REMEDIES.
ALL REMEDIES AT LAW OR IN EQUITY SHALL BE AVAILABLE TO THE
RELEASEES FOR THE ENFORCEMENT OF THIS AGREEMENT.
THIS AGREEMENT MAY BE PLEADED
AS A FULL BAR TO THE ENFORCEMENT OF ANY CLAIM THAT EXECUTIVE MAY ASSERT AGAINST
THE RELEASEES.
8.
AGE DISCRIMINATION IN EMPLOYMENT ACT.
EXECUTIVE ACKNOWLEDGES, AGREES
AND UNDERSTANDS THAT:
(A)
UNDER THE GENERAL RELEASE DETAILED ABOVE, EXECUTIVE IS
WAIVING AND RELEASING, AMONG OTHER CLAIMS, ANY RIGHTS AND CLAIMS THAT MAY EXIST
UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT ("ADEA");
(B)
THE WAIVER AND RELEASE OF CLAIMS SET FORTH IN THE RELEASE
ABOVE DOES NOT APPLY TO ANY RIGHTS OR CLAIMS THAT MAY ARISE UNDER THE ADEA AFTER
THE DATE OF EXECUTION OF THIS AGREEMENT;
(C)
THE PAYMENTS AND OTHER CONSIDERATION THAT ARE BEING PROVIDED
TO EXECUTIVE ARE OF SIGNIFICANT VALUE AND ARE IN ADDITION TO WHAT EXECUTIVE
OTHERWISE WOULD BE ENTITLED;
(D)
EXECUTIVE IS BEING ADVISED IN WRITING TO CONSULT WITH AN
ATTORNEY BEFORE SIGNING THIS AGREEMENT;
(E)
EXECUTIVE IS BEING GIVEN A PERIOD OF TWENTY-ONE (21) DAYS
WITHIN WHICH TO REVIEW AND CONSIDER THIS AGREEMENT BEFORE SIGNING IT, THOUGH
EXECUTIVE MAY SIGN EARLIER, AND IF EXECUTIVE FAILS TO SIGN AND RETURN THIS
AGREEMENT WITHIN THE TWENTY-ONE (21) DAY CONSIDERATION PERIOD, THE COMPANY'S
OFFER AND THIS AGREEMENT WILL