Date.
4.
Release of Claims.
(A)
GENERAL RELEASE.
IN CONSIDERATION OF THE COMPANY'S OBLIGATIONS
HEREUNDER AND ACCEPTANCE OF EXECUTIVE'S RETIREMENT AND RESIGNATION, EXECUTIVE,
ON BEHALF OF HIMSELF AND EXECUTIVE'S HEIRS, SUCCESSORS, AND ASSIGNS, HEREBY
KNOWINGLY AND VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS
SUBSIDIARIES AND AFFILIATES, TOGETHER WITH ALL OF THEIR RESPECTIVE CURRENT AND
FORMER OFFICERS, DIRECTORS, CONSULTANTS, AGENTS, REPRESENTATIVES AND EMPLOYEES,
AND EACH OF THEIR PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE
"RELEASEES"), FROM ANY AND ALL DEBTS, DEMANDS, ACTIONS, CAUSES OF ACTIONS,
ACCOUNTS, COVENANTS, CONTRACTS, AGREEMENTS, CLAIMS, DAMAGES, OMISSIONS,
PROMISES, AND ANY AND ALL CLAIMS AND LIABILITIES WHATSOEVER, OF EVERY NAME AND
NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, BOTH IN LAW AND EQUITY
("CLAIMS"), WHICH EXECUTIVE EVER HAD, NOW HAS, OR MAY HEREAFTER CLAIM TO HAVE
AGAINST THE RELEASEES BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER ARISING
FROM THE BEGINNING OF TIME TO THE TIME EXECUTIVE EXECUTES THIS AGREEMENT (THE
"GENERAL RELEASE").
THIS GENERAL RELEASE OF CLAIMS SHALL APPLY TO ANY CLAIM OF
ANY TYPE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS OF ANY TYPE THAT
EXECUTIVE MAY HAVE ARISING UNDER THE COMMON LAW, UNDER TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION
IN
3
EMPLOYMENT ACT ("ADEA"), THE OLDER WORKERS BENEFIT PROTECTION ACT, THE AMERICANS
WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT ("ERISA"), THE SARBANES-OXLEY ACT OF 2002 OR THE CALIFORNIA
FAIR EMPLOYMENT AND HOUSING ACT, THE CALIFORNIA FAMILY RIGHTS ACT, OR THE
CALIFORNIA LABOR CODE SECTION 1400 ET SEQ., EACH AS AMENDED, AND ANY OTHER
FEDERAL, STATE OR LOCAL STATUTES, REGULATIONS, ORDINANCES OR COMMON LAW, OR
UNDER ANY POLICY, AGREEMENT, CONTRACT, UNDERSTANDING OR PROMISE, WRITTEN OR
ORAL, FORMAL OR INFORMAL, BETWEEN ANY OF THE RELEASEES AND EXECUTIVE, AND SHALL
FURTHER APPLY, WITHOUT LIMITATION, TO ANY AND ALL CLAIMS IN CONNECTION WITH,
RELATED TO OR ARISING OUT OF EXECUTIVE'S EMPLOYMENT, OR THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT, WITH THE COMPANY; PROVIDED, HOWEVER, THAT THIS GENERAL
RELEASE SHALL NOT APPLY TO OR IMPAIR (I) CLAIMS FOR VESTED BENEFITS (EXCLUDING
ANY SEVERANCE OR TERMINATION BENEFITS WHICH ARE SPECIFICALLY WAIVED HEREUNDER)
PURSUANT TO ANY OTHER COMPANY EMPLOYEE BENEFIT PLAN, AS DEFINED IN ERISA, IN
WHICH EXECUTIVE WERE A PARTICIPANT BEFORE THE SEPARATION DATE; (II) ANY RIGHTS
TO INDEMNIFICATION EXECUTIVE MAY HAVE UNDER THE CHARTER, BY-LAWS OF THE COMPANY
OR APPLICABLE LAW; OR (III) ANY CLAIMS THAT MAY ARISE FROM ANY VIOLATION OR
BREACH OF THIS AGREEMENT. FOR THE PURPOSE OF IMPLEMENTING A FULL AND COMPLETE
RELEASE, EXECUTIVE UNDERSTANDS AND AGREES THAT THIS AGREEMENT IS INTENDED TO
INCLUDE ALL CLAIMS, IF ANY, WHICH EXECUTIVE MAY HAVE AND WHICH EXECUTIVE DOES
NOT NOW KNOW OR SUSPECT EXIST IN EXECUTIVE'S FAVOR AGAINST THE COMPANY OR ANY OF
THE RELEASEES AND THAT THIS AGREEMENT EXTINGUISHES THOSE CLAIMS.
(B)
NO CLAIMS.
EXECUTIVE REPRESENTS AND WARRANTS THAT EXECUTIVE HAS
NOT FILED ANY COMPLAINTS OR CHARGES WITH ANY COURT OR ADMINISTRATIVE AGENCY
AGAINST THE COMPANY