SUBSEQUENT PROCEEDING OF ANY KIND, EXCEPT ONE IN WHICH THE
RELEASEES OR SZYCHER ALLEGE A BREACH OF THE TERMS OF THIS AGREEMENT OR ELECT TO
USE THIS AGREEMENT AS A DEFENSE TO ANY CLAIM.
18.
ENTIRE AGREEMENT; MODIFICATIONS.
WITH THE EXCEPTION OF THE
NONCOMPETITION AGREEMENT, THE CONFIDENTIALITY AGREEMENT, THE PARTIES'
INDEMNIFICATION AGREEMENT DATED JUNE 10, 1996, AND THE STOCK OPTION AGREEMENTS
APPLICABLE TO THE GRANTS SET FORTH IN EXHIBIT B HERETO, WHICH WILL SURVIVE AND
REMAIN IN FULL FORCE AND EFFECT, THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT
AMONG THE PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED HEREBY, AND
SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS COMMUNICATIONS, E-MAILS, AGREEMENTS,
REPRESENTATIONS, UNDERSTANDINGS OR NEGOTIATIONS BETWEEN SZYCHER, THE COMPANY
AND/OR THEIR AGENTS AND ATTORNEYS, INCLUDING BUT NOT LIMITED TO THE EMPLOYMENT
AGREEMENT BETWEEN THE PARTIES DATED JANUARY 1, 2005 AND ALL PRIOR EMPLOYMENT
AGREEMENTS.
THIS AGREEMENT MAY BE MODIFIED ONLY BY A WRITTEN AGREEMENT SIGNED
BY AN AUTHORIZED REPRESENTATIVE OF EACH OF THE PARTIES HERETO.
NO WAIVER OF
THIS AGREEMENT OR ANY PROVISION HEREOF SHALL BE BINDING UPON THE PARTY AGAINST
WHOM ENFORCEMENT OF SUCH WAIVER IS SOUGHT UNLESS IT IS MADE IN WRITING AND
SIGNED BY OR ON BEHALF OF SUCH PARTY.
19.
FURTHER ASSURANCES.
THE PARTIES AGREE TO EXECUTE, ACKNOWLEDGE (IF
NECESSARY), AND DELIVER SUCH DOCUMENTS, CERTIFICATES OR OTHER INSTRUMENTS AND
TAKE SUCH OTHER ACTIONS AS MAY BE REASONABLY REQUIRED FROM TIME TO TIME TO CARRY
OUT THE INTENTS AND PURPOSES OF THIS AGREEMENT, PROVIDED THEY DO NOT CREATE ANY
MATERIAL ADDITIONAL OBLIGATIONS UPON EITHER PARTY.
20.
NOTICE AND RIGHT TO CONSIDER.
SZYCHER HAS BEEN ADVISED TO CONSULT
WITH AND HAS CONSULTED WITH AN ATTORNEY BEFORE EXECUTING THIS AGREEMENT.
HE
ACKNOWLEDGES THAT HE HAS BEEN GIVEN THE OPPORTUNITY, IF SO DESIRED, TO CONSIDER
THIS AGREEMENT FOR TWENTY-ONE (21) DAYS BEFORE EXECUTING IT.
THE PARTIES AGREE
THAT ANY CHANGES TO THIS AGREEMENT, WHETHER MATERIAL OR NOT, WILL NOT RE-START
THE 21-DAY PERIOD.
IF SZYCHER DOES NOT SIGN THIS AGREEMENT AND RETURN IT TO THE
COMPANY SO THAT IT IS RECEIVED WITHIN THE 21-DAY PERIOD, IT WILL NOT BE VALID.
IN THE EVENT THAT SZYCHER EXECUTES THIS AGREEMENT WITHIN LESS THAN TWENTY-ONE
(21) DAYS, HE ACKNOWLEDGES THAT SUCH DECISION WAS ENTIRELY VOLUNTARY AND THAT HE
HAD THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR THE ENTIRE 21-DAY PERIOD.
THE PARTIES ACKNOWLEDGE THAT, FOR A PERIOD OF SEVEN (7) DAYS FROM THE DATE THAT
SZYCHER SIGNS THIS AGREEMENT (THE "REVOCATION PERIOD"), HE WILL RETAIN THE RIGHT
TO
6
REVOKE THIS AGREEMENT BY WRITTEN NOTICE TO THE COMPANY RECEIVED BEFORE THE END
OF THE REVOCATION PERIOD, AND THAT THIS AGREEMENT WILL NOT BECOME EFFECTIVE OR
ENFORCEABLE UNTIL THE EXPIRATION OF THE REVOCATION PERIOD.
21.
ACKNOWLEDGMENTS AND OTHER TERMS.
SZYCHER AGREES THAT HE HAS
CAREFULLY READ AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT, THAT HE
HAS BEEN ADVISED TO CONSULT WITH AND HAS CONSULTED WITH AN ATTORNEY, AND THAT HE
IS VOLUNTARILY ENTERING THIS AGREEMENT.
SZYCHER FURTHER REPRESENTS AND
ACKNOWLEDGES THAT IN EXECUTING THIS AGREEMENT,