EMPLOYEE'S EMPLOYMENT FROM THE COMPANY TERMINATED ON
.
2.
CONSIDERATION.
THE COMPANY AGREES TO PAY EMPLOYEE THE SEVERANCE
BENEFITS SET FORTH IN SECTION 4 OF THE SEVERANCE AGREEMENT UNDER THE TERMS AND
CONDITIONS OF THE SEVERANCE AGREEMENT.
3.
CONFIDENTIAL INFORMATION.
EMPLOYEE SHALL CONTINUE TO MAINTAIN THE
CONFIDENTIALITY OF ALL CONFIDENTIAL AND PROPRIETARY INFORMATION OF THE COMPANY
AND SHALL CONTINUE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE
CONFIDENTIALITY AGREEMENT BETWEEN EMPLOYEE AND THE COMPANY.
EMPLOYEE SHALL
RETURN ALL COMPANY PROPERTY AND CONFIDENTIAL AND PROPRIETARY INFORMATION IN HIS
POSSESSION TO THE COMPANY ON THE EFFECTIVE DATE OF THIS AGREEMENT.
4.
PAYMENT OF SALARY.
EMPLOYEE ACKNOWLEDGES AND REPRESENTS THAT THE
COMPANY HAS PAID ALL SALARY, WAGES, BONUSES, ACCRUED VACATION, COMMISSIONS AND
ANY AND ALL OTHER BENEFITS DUE TO EMPLOYEE.
5.
RELEASE OF CLAIMS.
EMPLOYEE AGREES THAT THE FOREGOING CONSIDERATION
REPRESENTS SETTLEMENT IN FULL OF ALL OUTSTANDING OBLIGATIONS OWED TO EMPLOYEE BY
THE COMPANY.
EMPLOYEE, ON BEHALF OF HIMSELF AND HIS RESPECTIVE HEIRS, FAMILY
MEMBERS, EXECUTORS AND ASSIGNS, HEREBY FULLY AND FOREVER RELEASES THE COMPANY
AND ITS PAST, PRESENT AND FUTURE OFFICERS, AGENTS, DIRECTORS, EMPLOYEES,
INVESTORS, SHAREHOLDERS, ADMINISTRATORS, AFFILIATES, DIVISIONS, SUBSIDIARIES,
PARENTS, PREDECESSOR AND SUCCESSOR CORPORATIONS, AND ASSIGNS, FROM, AND AGREES
NOT TO SUE OR OTHERWISE INSTITUTE OR CAUSE TO BE INSTITUTED ANY LEGAL OR
ADMINISTRATIVE PROCEEDINGS CONCERNING ANY CLAIM, DUTY, OBLIGATION OR CAUSE OF
ACTION RELATING TO ANY MATTERS OF ANY KIND, WHETHER PRESENTLY KNOWN OR UNKNOWN,
SUSPECTED OR UNSUSPECTED, THAT HE MAY POSSESS ARISING FROM ANY OMISSIONS, ACTS
OR FACTS THAT HAVE OCCURRED UP UNTIL AND INCLUDING THE EFFECTIVE DATE OF THIS
AGREEMENT INCLUDING, WITHOUT LIMITATION,
A.
ANY AND ALL CLAIMS RELATING TO OR ARISING FROM EMPLOYEE'S EMPLOYMENT
RELATIONSHIP WITH THE COMPANY AND THE TERMINATION OF THAT RELATIONSHIP;
A-1
B.
ANY AND ALL CLAIMS RELATING TO, OR ARISING FROM, EMPLOYEE'S RIGHT TO
VEST IN EQUITY AWARDS, RIGHT TO PURCHASE OR ACTUAL PURCHASE OF SHARES OF STOCK
OF THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS FOR FRAUD,
MISREPRESENTATION, BREACH OF FIDUCIARY DUTY, BREACH OF DUTY UNDER APPLICABLE
STATE CORPORATE LAW, AND SECURITIES FRAUD UNDER ANY STATE OR FEDERAL LAW;
C.
ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; TERMINATION
IN VIOLATION OF PUBLIC POLICY; DISCRIMINATION; BREACH OF CONTRACT, BOTH EXPRESS
AND IMPLIED; BREACH OF A COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS
AND IMPLIED; PROMISSORY ESTOPPEL; NEGLIGENT OR INTENTIONAL INFLICTION OF
EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR
INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; UNFAIR
BUSINESS PRACTICES; DEFAMATION; LIBEL; SLANDER; NEGLIGENCE; PERSONAL INJURY;
ASSAULT; BATTERY; INVASION OF PRIVACY; FALSE IMPRISONMENT; AND CONVERSION;
D.
ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR MUNICIPAL
STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF
1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF
1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT,
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, THE WORKER ADJUSTMENT AND
RETRAINING NOTIFICATION ACT, THE CALIFORNIA FAIR