Civil Rights Act of 1964, the
California Labor and Civil Code, the California Fair Employment and Housing Law,
the New Jersey Law Against Discrimination and the New Jersey Conscientious
Protection Act.
Notwithstanding anything herein to the contrary, such Dr.
Mollica Claims will under no circumstances include any action, cause of action,
right, suit, debt, compensation, expense, liability, contract, controversy,
agreement, promise, damage judgment, demand or claim relating to, arising under
or arising in connection with any breach by the Company of this Agreement.
Nothing set forth in this Section 8(a) shall in any way affect the Company's
obligations to indemnify Dr. Mollica as a former employee, officer and director
of the Company pursuant to the Company's Bylaws and Certificate of Incorporation
and Section 10 of the Employment Agreement, or PDD's obligations under the
letter agreement with Dr. Mollica executed contemporaneously with this
Agreement.
6
(B)
THE COMPANY HEREBY AGREES NOT TO PURSUE OR FURTHER ANY ACTION,
CAUSE OF ACTION, RIGHT, SUIT, DEBT, COMPENSATION, EXPENSE, LIABILITY, CONTRACT,
CONTROVERSY, AGREEMENT, PROMISE, DAMAGE JUDGMENT, DEMAND OR CLAIM WHATSOEVER AT
LAW OR IN EQUITY WHETHER KNOWN OR UNKNOWN WHICH THE COMPANY EVER HAD, NOW HAS OR
HEREAFTER CAN, SHALL OR MAY HAVE FOR, UPON OR BY ANY REASON OF ANY MATTER, CAUSE
OR THING, (COLLECTIVELY, "COMPANY CLAIMS") WHATSOEVER, OCCURRING UP TO AND
INCLUDING THE DATE DR. MOLLICA SIGNS THIS AGREEMENT AGAINST DR. MOLLICA AND HIS
ESTATE AND LEGAL REPRESENTATIVES AND HEREBY RELEASES, ACQUITS AND FOREVER
ABSOLUTELY DISCHARGES DR. MOLLICA AND HIS ESTATE AND LEGAL REPRESENTATIVES OF
AND FROM ALL OF THE FOREGOING, EXCEPT WITH RESPECT TO THE OBLIGATIONS OF DR.
MOLLICA SET FORTH IN THIS AGREEMENT.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, SUCH COMPANY CLAIMS WILL UNDER NO CIRCUMSTANCES INCLUDE ANY ACTION,
CAUSE OF ACTION, RIGHT, SUIT, DEBT, COMPENSATION, EXPENSE, LIABILITY, CONTRACT,
CONTROVERSY, AGREEMENT, PROMISE, DAMAGE JUDGMENT, DEMAND OR CLAIM RELATING TO,
ARISING UNDER OR ARISING IN CONNECTION WITH ANY BREACH BY DR. MOLLICA OF THIS
AGREEMENT.
9.
UNKNOWN CLAIMS.
BOTH DR. MOLLICA AND COMPANY UNDERSTAND THAT THE
RELEASE OF CLAIMS DESCRIBED IN SECTION 8 ABOVE COVERS CLAIMS WHICH THEY KNOW
ABOUT AND THOSE THEY MAY NOT KNOW ABOUT.
The parties acknowledge that they are assuming the risk that the facts may turn
out to be different from what they believe them to be and the parties agree that
this release shall be in all respects effective and not subject to termination
or rescission because of such mistaken belief.
10.
AGREEMENT NOT TO SUE.
THE PARTIES PROMISE NEVER TO FILE A LAWSUIT
ASSERTING ANY OF THE CLAIMS THAT ARE RELEASED IN SECTION 8 ABOVE.
IF EITHER
DOES SO, AND THE ACTION
7
IS FOUND TO BE BARRED IN WHOLE OR PART BY THIS AGREEMENT, THE PARTY ASSERTING
THE CLAIM FOUND TO BE BARRED BY THIS AGREEMENT AGREES TO PAY THE REASONABLE
ATTORNEYS' FEES AND COSTS, OR THE PORTIONS THEREOF, INCURRED BY THE PARTY
RELEASED HEREBY IN DEFENDING AGAINST THE CLAIM(S) WHICH ARE BARRED BY THIS
AGREEMENT.
11.
FURTHER ACKNOWLEDGMENTS.
DR. MOLLICA FURTHER