COVERAGE FOR WHICH AZADEH AND HER ELIGIBLE DEPENDENTS WERE ENROLLED IMMEDIATELY
PRIOR TO THE TERMINATION DATE.
D.
ALIGN SHALL PAY THE PREMIUMS FOR SUCH COVERAGE UNTIL THE EARLIER
OF (A) TWELVE (12) MONTHS FOLLOWING THE EXPIRATION OF THE REVOCATION PERIOD;
(B) THE EFFECTIVE DATE OF AZADEH'S COVERAGE BY A HEALTH PLAN OF A SUBSEQUENT
EMPLOYER; OR (C) THE DATE AZADEH IS NO LONGER ELIGIBLE FOR COBRA COVERAGE.
FOR
THE BALANCE OF THE PERIOD THAT AZADEH IS ENTITLED TO COVERAGE UNDER COBRA, SHE
SHALL BE ENTITLED TO MAINTAIN COVERAGE FOR HERSELF AND HER ELIGIBLE DEPENDENTS
AT HER OWN EXPENSE AS PROVIDED BY COBRA.
2.
IN EXCHANGE FOR THE FOREGOING CONSIDERATION AND OTHER GOOD AND
VALUABLE CONSIDERATION SET FORTH HEREIN, AZADEH AGREES AS FOLLOWS:
A.
AZADEH WARRANTS AND AGREES THAT THE COMPANY, ITS PREDECESSORS,
SUCCESSORS AND ASSIGNS HAVE PAID AZADEH ANY AND ALL COMPENSATION DUE TO HER,
INCLUDING VACATION PAY, SALARY, OTHER WAGES OR EXPENSES, AND ALL COMPENSATION OF
ANY TYPE, EXCEPT AS IDENTIFIED IN PARAGRAPH 1 ABOVE, DUE OR DUE TO BECOME DUE
AND THAT, TO THE EXTENT THAT ANY OF THE FOREGOING REMAIN UNPAID, ANY SUCH
PAYMENTS ARE INCLUDED IN THE SUM SPECIFIED IN PARAGRAPH 1 ABOVE, WHICH IS MORE
THAN SUFFICIENT TO COVER SUCH AMOUNTS, IF ANY.
EXCLUDING THE AMOUNTS IN
PARAGRAPH 1, WHICH MAY COME DUE UPON SATISFACTION OF THE CONDITIONS HEREIN, THE
COMPANY DENIES AZADEH IS OWED ANY COMPENSATION OTHER THAN HER FINAL PAYCHECK AND
ACCRUED BUT UNUSED VACATION, WHICH SHALL BE PAID ON HER FINAL DAY OF EMPLOYMENT
WHETHER OR NOT SHE SIGNS THIS AGREEMENT.
AT SUCH TIME AS ALIGN PAYS THE AMOUNTS
IN PARAGRAPH 1 ABOVE, ALL OBLIGATIONS TO AZADEH SHALL CEASE AND SHE SHALL BE
ENTITLED TO NO FURTHER PAYMENTS OF ANY KIND FROM ALIGN, INCLUDING BUT NOT
LIMITED TO ANY SALARY, BONUSES OR INCENTIVE COMPENSATION PAYMENTS, OR PAYMENTS
OF ANY TYPE.
IN THIS REGARD, AZADEH UNDERSTANDS AND AGREES THAT SHE HAS NOT
EARNED ANY BONUSES OR OTHER AMOUNTS AND, EXCEPT FOR SUCH AMOUNTS REFERRED TO IN
PARAGRAPH 1 ABOVE AND SUBJECT TO THE CONDITIONS HEREIN, IS AND SHALL BE ENTITLED
TO NO OTHER BONUSES, PAYMENTS OR COMPENSATION OF ANY TYPE.
B.
AZADEH AGREES THAT THE FOREGOING SHALL CONSTITUTE AN ACCORD AND
SATISFACTION AND A FULL AND COMPLETE SETTLEMENT OF HER CLAIMS, SHALL CONSTITUTE
THE ENTIRE AMOUNT OF MONETARY CONSIDERATION PROVIDED TO HER UNDER THIS
AGREEMENT, AND THAT SHE WILL NOT SEEK ANY FURTHER COMPENSATION FOR ANY OTHER
CLAIMED DAMAGE, COSTS OR ATTORNEYS' FEES IN CONNECTION WITH THE MATTERS
ENCOMPASSED IN THIS AGREEMENT.
C.
AZADEH ACKNOWLEDGES AND AGREES THAT THE COMPANY HAS MADE NO
REPRESENTATIONS TO HER REGARDING THE TAX CONSEQUENCES OF ANY AMOUNTS RECEIVED BY
HER PURSUANT TO THIS AGREEMENT.
AZADEH FURTHER AGREES TO PAY FEDERAL OR STATE
TAXES THAT ARE REQUIRED BY LAW TO BE PAID WITH RESPECT TO THIS AGREEMENT, AND
FURTHER AGREES TO INDEMNIFY THE COMPANY FOR ANY FINES, PENALTIES, INTEREST OR
OTHER LEVIES DUE TO ANY FEDERAL OR STATE TAXING AUTHORITIES AS A RESULT OF THE
CHARACTERIZATION OF ANY