THEM
(COLLECTIVELY, THE "RELEASED PARTIES"), IN ANY COURT OR ADMINISTRATIVE AGENCY,
WITH REGARD TO ANY CLAIM, DEMAND, LIABILITY OR OBLIGATION ARISING OUT OF OR
RELATED TO HIS EMPLOYMENT WITH, OR RESIGNATION FROM, THE COMPANY.
EMPLOYEE
AGREES TO RELEASE THE RELEASED PARTIES FROM ANY AND ALL CLAIMS, CHARGES,
COMPLAINTS, CAUSES OF ACTION OR DEMANDS OF WHATEVER KIND OR NATURE THAT EMPLOYEE
NOW HAS OR HAS EVER HAD AGAINST THE RELEASED PARTIES, WHETHER KNOWN OR UNKNOWN,
ARISING FROM OR RELATING TO EMPLOYEE'S EMPLOYMENT WITH OR RESIGNATION FROM THE
COMPANY, INCLUDING BUT NOT LIMITED TO:
WRONGFUL OR TORTIOUS TERMINATION;
CONSTRUCTIVE DISCHARGE; IMPLIED OR EXPRESS EMPLOYMENT CONTRACTS AND/OR ESTOPPEL;
DISCRIMINATION AND/OR RETALIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE OR
REGULATION, SPECIFICALLY INCLUDING ANY CLAIMS EMPLOYEE MAY HAVE UNDER THE FAIR
LABOR STANDARDS ACT, THE AMERICANS WITH DISABILITIES ACT, TITLE VII OF THE CIVIL
RIGHTS ACT OF 1964, AS AMENDED, AND THE FAMILY AND MEDICAL LEAVE ACT; THE
DISCRIMINATION OR OTHER EMPLOYMENT LAWS OF THE STATE OF CALIFORNIA; ANY CLAIMS
BROUGHT UNDER ANY FEDERAL OR STATE STATUTE OR REGULATION FOR NON-PAYMENT OF
WAGES OR OTHER COMPENSATION, INCLUDING GRANTS OF STOCK OPTIONS OR ANY OTHER
EQUITY COMPENSATION; AND LIBEL, SLANDER, OR BREACH OF CONTRACT OTHER THAN THE
BREACH OF THIS AGREEMENT; PROVIDED, HOWEVER, NOTHING IN THIS AGREEMENT SHALL
PROHIBIT EMPLOYEE FROM FILING A CHARGE WITH OR PARTICIPATING IN ANY
INVESTIGATION OR PROCEEDING CONDUCTED BY THE EEOC OR A COMPARABLE STATE OR LOCAL
AGENCY.
NOTWITHSTANDING THE FOREGOING, EMPLOYEE WAIVES HIS RIGHT TO RECOVER
MONETARY DAMAGES IN ANY CHARGE, COMPLAINT OR LAWSUIT FILED BY HIM OR ANYONE ELSE
ON HIS BEHALF TO THE EXTENT SUCH CLAIM RELATES DIRECTLY OR INDIRECTLY TO
EMPLOYEE'S EMPLOYMENT WITH COMPANY.
EMPLOYEE FURTHER REPRESENTS THAT NO CLAIMS,
COMPLAINTS, CHARGES, OR OTHER PROCEEDINGS ARE PENDING IN ANY COURT,
ADMINISTRATIVE AGENCY, COMMISSION OR OTHER FORUM RELATING DIRECTLY OR INDIRECTLY
TO HIS EMPLOYMENT WITH COMPANY.
(B)
COMPANY AGREES TO FOREVER RELEASE, ACQUIT, AND DISCHARGE EMPLOYEE
FROM AND AGAINST ALL CLAIMS, CHARGES, COMPLAINTS, CAUSES OF ACTIONS OR DEMANDS
WHICH EXIST AS OF THE DATE OF THIS AGREEMENT THAT ARE ACTUALLY KNOWN TO THE
CHIEF EXECUTIVE OFFICER OR SENIOR VICE PRESIDENT - HUMAN RESOURCES AND THAT
ARISE OUT OR ARE RELATED TO EMPLOYEE'S EMPLOYMENT WITH THE COMPANY.
(C)
NOTHING CONTAINED IN THIS SECTION 5 SHALL PROHIBIT EMPLOYEE FROM
BRINGING A CLAIM TO CHALLENGE THE VALIDITY OF THE ADEA AGREEMENT IN SECTION 13
HEREIN.
(D)
THIS AGREEMENT SPECIFICALLY EXCLUDES CLAIMS, CHARGES, COMPLAINTS,
CAUSES OF ACTION OR DEMANDS THAT POST-DATE THE TERMINATION DATE.
6.
INDEMNIFICATION.
COMPANY AGREES TO DEFEND AND INDEMNIFY
EMPLOYEE AND HOLD EMPLOYEE HARMLESS FROM ALL CLAIMS, CHARGES, COMPLAINTS, CAUSES
OF ACTIONS OR DEMANDS BROUGHT BY THIRD PARTIES AGAINST EMPLOYEE ARISING OUT OF
OR RELATED TO EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, TO THE FULLEST EXTENT
PERMITTED BY THE COMPANY'S BYLAWS.
4
7.
CONTINUING OBLIGATIONS.
EMPLOYEE AND COMPANY AGREE THAT THE
PROVISIONS OF THE STANDARD TERMS AND CONDITIONS TO EMPLOYEE'S EMPLOYMENT
AGREEMENT (EXCLUDING SECTION 1 OF SUCH STANDARD TERMS AND CONDITIONS) SHALL
CONTINUE TO APPLY AND ARE HEREBY