AS OF THE RESIGNATION DATE, SHALL REMAIN EXERCISABLE FOR THE
POST-TERMINATION EXERCISE PERIOD PROVIDED IN THE OPTION AWARD AGREEMENTS, SUCH
PERIOD COMMENCING ON THE DATE THAT THE SUSPENSION IS LIFTED FOR THE EXERCISE OF
OPTIONS AND QUAINTANCE WILL BE NOTIFIED OF SAID DATE ALONG WITH AND IN THE SAME
MANNER AS ALL PERSONS WITH COMPANY STOCK OPTIONS.
NO ADDITIONAL STOCK OPTIONS
WILL VEST FOLLOWING THE RESIGNATION DATE.
QUAINTANCE'S PARTICIPATION IN ALL
COMPANY BENEFIT PLANS SHALL CEASE AS OF THE RESIGNATION DATE. THE OPTIONS AS TO
WHICH THE EXERCISE PERIOD IS EXTENDED PURSUANT TO THE AGREEMENT MAY BE SUBJECT
TO THE PROVISIONS OF SECTION 409A OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS ISSUED THEREUNDER AND, AS SUCH, QUAINTANCE MAY INCUR INCOME TAX
AND/OR PENALTIES AS A RESULT OF SUCH EXTENSION.
5.
THE COMPANY AND QUAINTANCE AGREE THAT
THE TIME PERIOD SET OUT IN SECTION 9(A) OF THE EMPLOYMENT AGREEMENT IS HEREBY
REDUCED TO EIGHTEEN (18) MONTHS.
EXCEPT AS SPECIFICALLY MODIFIED HERE,
SECTION 9 OF THE EMPLOYMENT AGREEMENT (RESTRICTIVE COVENANTS AND
CONFIDENTIALITY; INJUNCTIVE RELIEF) AND SECTION 10 (SURVIVAL), SHALL APPLY IN
FULL FORCE AND EFFECT.
6.
RELEASE.
A.
QUAINTANCE HEREBY FOREVER RELEASES AND
DISCHARGES THE COMPANY, THE COMPANY'S PAST, PRESENT, OR FUTURE PARENT,
AFFILIATED, RELATED, AND/OR SUBSIDIARY ENTITIES, AND ALL OF THEIR PAST, PRESENT
AND FUTURE DIRECTORS, SHAREHOLDERS, OFFICERS, GENERAL OR LIMITED PARTNERS,
EMPLOYEES, AGENTS, ATTORNEYS AND REPRESENTATIVES FOR ACTIONS OR OMISSIONS TAKEN
BY ANY OR ALL OF THEM ON BEHALF OF THE COMPANY IN EACH OF THEIR RESPECTIVE
CAPACITIES, AND THE EMPLOYEE BENEFIT PLANS IN WHICH QUAINTANCE IS OR HAS BEEN A
PARTICIPANT BY VIRTUE OF HIS EMPLOYMENT WITH THE COMPANY (COLLECTIVELY, THE
"COMPANY RELEASEES"), FROM, AND AGREES HEREBY FOREVER NOT TO SUE THE COMPANY
RELEASEES WITH RESPECT TO, ANY AND ALL CLAIMS, DEBTS, DEMANDS, ACCOUNTS,
JUDGMENTS, RIGHTS, CAUSES OF ACTION, EQUITABLE RELIEF, DAMAGES, COSTS, CHARGES,
ATTORNEYS' FEES, COMPLAINTS, OBLIGATIONS, PROMISES, AGREEMENTS, CONTROVERSIES,
SUITS, EXPENSES, ANY FORM OF COMPENSATION (INCLUDING BUT NOT LIMITED TO SALARY,
BONUSES, COMMISSIONS OR RELATED FEES), RESPONSIBILITY AND LIABILITY OF EVERY
KIND AND CHARACTER WHATSOEVER, WHETHER IN LAW OR EQUITY, KNOWN OR UNKNOWN,
ASSERTED OR UNASSERTED, SUSPECTED OR UNSUSPECTED, WHICH QUAINTANCE HAS OR MAY
HAVE HAD AGAINST THE COMPANY RELEASEES BASED ON ANY EVENTS OR CIRCUMSTANCES
ARISING OR OCCURRING ON OR PRIOR TO THE DATE OF THIS AGREEMENT ARISING DIRECTLY
OR INDIRECTLY OUT OF, RELATING TO, OR IN ANY OTHER WAY INVOLVING IN ANY MANNER
WHATSOEVER, (I) QUAINTANCE'S EMPLOYMENT AGREEMENT OR STOCK OPTION AGREEMENTS;
(II) QUAINTANCE'S EMPLOYMENT WITH THE COMPANY OR HIS SEPARATION OF EMPLOYMENT,
(III) QUAINTANCE'S STATUS AT ANY TIME AS A HOLDER OF ANY SECURITIES OF THE
COMPANY, OR (IV) WITHOUT LIMITATION, ANY AND ALL CLAIMS ARISING UNDER FEDERAL,
STATE, OR LOCAL LAWS RELATING TO EMPLOYMENT OR SECURITIES, INCLUDING WITHOUT
LIMITATION CLAIMS OF WRONGFUL DISCHARGE, BREACH OF EXPRESS OR IMPLIED CONTRACT,
FRAUD, MISREPRESENTATION, DEFAMATION, OR LIABILITY IN TORT, CLAIMS OF ANY KIND
THAT MAY BE BROUGHT IN ANY COURT OR ADMINISTRATIVE AGENCY, ANY CLAIMS ARISING
UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF