FACILITY OR TRADE SECRET INFORMATION
OF THE COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON THE EXECUTIVE'S OWN
TIME UNLESS:
(1) THE INVENTION RELATES (A) TO THE BUSINESS OF THE COMPANY OR
(B) TO THE COMPANY'S ACTUAL DEMONSTRATIVELY ANTICIPATED RESEARCH AND
DEVELOPMENT, OR (2) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY THE
EXECUTIVE FOR THE COMPANY.
(C)
EXECUTIVE RECOGNIZES AND UNDERSTANDS THAT
EXECUTIVE'S DUTIES AT THE COMPANY WHILE IN ITS EMPLOY OR DURING THE RESTRICTED
PERIOD, MAY HAVE INCLUDED, OR MAY INCLUDE, THE PREPARATION OF MATERIALS,
INCLUDING WRITTEN OR GRAPHIC MATERIALS AND OTHER DEVELOPMENTS, AND THAT ANY SUCH
MATERIALS CONCEIVED OR WRITTEN BY EXECUTIVE ARE DEEMED TO BE "WORK MADE FOR
HIRE" AS DEFINED AND USED IN THE FEDERAL COPYRIGHT ACT, 17 U.S.C. § 101.
IN THE
EVENT OF PUBLICATION OF SUCH MATERIALS, EXECUTIVE UNDERSTANDS THAT SINCE SUCH
WORK IS "WORK MADE FOR HIRE," THE COMPANY SHALL SOLELY RETAIN AND OWN ALL RIGHTS
IN SUCH MATERIALS, INCLUDING ANY RIGHT OF COPYRIGHT.
3
5.
MUTUAL RELEASE OF CLAIMS.
(A)
IN CONSIDERATION OF THE PAYMENTS PROVIDED
FOR IN PARAGRAPH 2 ABOVE, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT, ADEQUACY, AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, EXECUTIVE
AND HIS HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS, RECEIVERS, ATTORNEYS,
SERVANTS, LEGAL REPRESENTATIVES, PREDECESSORS AND SUCCESSORS IN INTEREST,
REGARDLESS OF FORM, TRUSTEES IN BANKRUPTCY OR OTHERWISE, WARDS, AND ANY OTHER
REPRESENTATIVE OR ENTITY ACTING ON HIS OR THEIR BEHALF, PURSUANT TO, OR BY
VIRTUE OF THE RIGHTS OF ANY OF THEM, DO HEREBY NOW AND FOREVER UNCONDITIONALLY
RELEASE, DISCHARGE, ACQUIT AND HOLD HARMLESS THE COMPANY AND ANY PARENT,
SUBSIDIARY OR RELATED COMPANIES, AND ANY AND ALL OF THEIR OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ADMINISTRATORS, ASSIGNS, RECEIVERS, ATTORNEYS, SERVANTS,
LEGAL REPRESENTATIVES, AFFILIATES, INSURERS, PREDECESSORS AND SUCCESSORS IN
INTEREST, REGARDLESS OF FORM, TRUSTEES IN BANKRUPTCY OR OTHERWISE, INSURANCE
BENEFIT PLANS, AND ANY OTHER REPRESENTATIVE OR ENTITY ACTING ON ITS OR THEIR
BEHALF (COLLECTIVELY, THE "RELEASED PARTIES"), FROM ANY AND ALL CLAIMS, RIGHTS,
DEMANDS, ACTIONS, SUITS, DAMAGES, LOSSES, EXPENSES, LIABILITIES, INDEBTEDNESS,
AND CAUSES OF ACTION, OF WHATEVER KIND OR NATURE RELATED TO THE COMPANY THAT
EXISTED FROM THE BEGINNING OF TIME THROUGH THE DATE OF EXECUTION OF THIS
AGREEMENT, REGARDLESS OF WHETHER KNOWN OR UNKNOWN, AND REGARDLESS OF WHETHER
ASSERTED BY EXECUTIVE TO DATE, INCLUDING, BUT NOT LIMITED TO, ALL CLAIMS FOR OR
RELATING TO ANY VESTING OF OPTIONS UNDER THE COMPANY'S 1998 EQUITY INCENTIVE
PLAN OR FOR OR RELATING TO ASSAULT, BATTERY, NEGLIGENCE, NEGLIGENT HIRING,
NEGLIGENT RETENTION, NEGLIGENT SUPERVISION, NEGLIGENT TRAINING, NEGLIGENT OR
INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS, FALSE IMPRISONMENT, DEFAMATION
(WHETHER LIBEL OR SLANDER), PERSONAL INJURY, BODILY INJURY, BAD FAITH, PAIN AND
SUFFERING, MEDICAL EXPENSES, WAGE AND HOUR, LOST INCOME AND EARNINGS (INCLUDING,
BUT NOT LIMITED TO, BACK PAY, FRONT PAY AND ANY OTHER FORM OF PRESENT OR FUTURE
INCOME, BENEFITS AND/OR EARNINGS), EQUITABLE REINSTATEMENT, BREACH OF ANY
EXPRESS OR IMPLIED CONTRACT, BREACH OF THE COVENANT OF GOOD FAITH AND FAIR
DEALING, WORKERS' COMPENSATION, WRONGFUL TERMINATION, WRONGFUL DEMOTION,
WRONGFUL FAILURE TO PROMOTE, WRONGFUL DEPRIVATION