CONNECTION WITH THIS AGREEMENT AND THE EMPLOYMENT AGREEMENT. EXECUTIVE FURTHER
ACKNOWLEDGES AND AGREES THAT THE PAYMENTS REFERENCED IN THIS AGREEMENT
CONSTITUTE ADEQUATE AND VALUABLE CONSIDERATION, IN AND OF THEMSELVES, FOR THE
PROMISES CONTAINED IN THIS AGREEMENT.
3.
FULL PAYMENT; TERMINATION OF EMPLOYMENT
AGREEMENT; SURVIVAL. EXECUTIVE ACKNOWLEDGES THAT THE PAYMENT AND ARRANGEMENTS
HEREIN SHALL CONSTITUTE FULL AND COMPLETE SATISFACTION OF ANY AND ALL AMOUNTS
PROPERLY DUE AND OWING TO EXECUTIVE AS A RESULT OF HIS EMPLOYMENT WITH THE
COMPANY AND THE TERMINATION THEREOF, AND UPON SATISFACTION OF THE COMPANY'S
OBLIGATIONS HEREUNDER THE EMPLOYMENT AGREEMENT SHALL BE TERMINATED WITHOUT ANY
FURTHER OBLIGATION OF THE COMPANY; PROVIDED, HOWEVER, THAT (A) SECTIONS 5, 6, 7
(EXCEPT SUBSECTIONS (A)(I) AND (A)(II)), 10, 11 AND 12 THEREOF ARE INCORPORATED
HEREIN BY THIS REFERENCE AND SHALL SURVIVE TERMINATION OF THE EMPLOYMENT
AGREEMENT, IT BEING EXPRESSLY UNDERSTOOD THAT THE PROVISIONS OF
SECTION 12(A)(III) OF THE EMPLOYMENT AGREEMENT APPLY TO ANY PAYMENTS THAT THE
COMPANY IS OTHERWISE REQUIRED TO MAKE HEREUNDER AFTER THE TERMINATION DATE, AND
(B) THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT (I) THEY ARE PARTIES TO AN
INDEMNIFICATION AGREEMENT BY AND BETWEEN THE COMPANY AND EXECUTIVE, DATED
MAY 28, 2004 (THE "INDEMNIFICATION AGREEMENT"), (II) THE INDEMNIFICATION
AGREEMENT REMAINS AND SHALL REMAIN FOLLOWING THE TERMINATION DATE IN FULL FORCE
AND EFFECT IN ACCORDANCE WITH IT TERMS AND (III) NOTHING IN THIS AGREEMENT SHALL
IN ANY WAY LIMIT OR TERMINATE THE COMPANY'S CONTINUING OBLIGATION TO INDEMNIFY
EXECUTIVE UNDER THE INDEMNIFICATION AGREEMENT, THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION,
3
THE COMPANY'S BYLAWS, DELAWARE GENERAL CORPORATION LAW OR OTHER APPLICABLE LEGAL
REQUIREMENT OR THE AVAILABILITY OF EXECUTIVE TO ACCESS ANY RELEVANT POLICIES OF
INSURANCE MAINTAINED BY THE COMPANY (COLLECTIVELY, CLAUSES (A) AND (B) REPRESENT
THE "SURVIVING OBLIGATIONS").
4.
GENERAL RELEASE. AS A MATERIAL
INDUCEMENT FOR THE COMPANY TO ENTER INTO THIS AGREEMENT, AND IN EXCHANGE FOR THE
PERFORMANCE OF THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT PROVIDED FOR
HEREIN, EXECUTIVE KNOWINGLY AND VOLUNTARILY WAIVES AND RELEASES ALL RIGHTS AND
CLAIMS, KNOWN AND UNKNOWN, WHICH EXECUTIVE MAY HAVE AGAINST THE COMPANY AND/OR
ANY OF THE COMPANY'S RELATED OR AFFILIATED ENTITIES OR SUCCESSORS, OR ANY OF
THEIR CURRENT OR FORMER OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS,
INSURANCE CARRIERS, AUDITORS, ACCOUNTANTS, ATTORNEYS OR REPRESENTATIVES,
INCLUDING ANY AND ALL CHARGES, COMPLAINTS, CLAIMS, LIABILITIES, OBLIGATIONS,
PROMISES, AGREEMENTS, CONTRACTS, CONTROVERSIES, DAMAGES, ACTIONS, CAUSES OF
ACTION, SUITS, RIGHTS, DEMANDS, COSTS, LOSSES, DEBTS AND EXPENSES OF ANY KIND.
THIS INCLUDES, BUT IS NOT LIMITED TO, CLAIMS FOR EMPLOYMENT DISCRIMINATION,
HARASSMENT, WRONGFUL TERMINATION, CONSTRUCTIVE TERMINATION, VIOLATION OF PUBLIC
POLICY, BREACH OF ANY EXPRESS OR IMPLIED CONTRACT, BREACH OF ANY IMPLIED
COVENANT, FRAUD, INTENTIONAL OR NEGLIGENT MISREPRESENTATION, EMOTIONAL DISTRESS,
DEFAMATION, OR ANY OTHER CLAIMS RELATING TO EXECUTIVE'S RELATIONSHIP WITH THE
COMPANY. THIS ALSO INCLUDES A RELEASE OF ANY CLAIMS UNDER ANY FEDERAL, STATE OR
LOCAL LAWS OR REGULATIONS, INCLUDING, BUT NOT LIMITED TO: (1) TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964, 42 U.S.C. § 2000(E) ET SEQ. (RACE, COLOR, RELIGION,
SEX, AND NATIONAL ORIGIN DISCRIMINATION); (2) THE AGE DISCRIMINATION IN