ANY, TO DEFENSE AND INDEMNIFICATION FROM THE COMPANY FOR ACTIONS
TAKEN BY YOU IN THE COURSE AND SCOPE OF YOUR EMPLOYMENT WITH THE COMPANY AND ITS
SUBSIDIARIES AND AFFILIATES; AND/OR (C) CLAIMS, ACTIONS OR RIGHTS ARISING UNDER
OR TO ENFORCE THE TERMS OF THIS AGREEMENT.
9.2
Release by the Company.
In consideration of
the exchange of the promises contained herein and for such other good
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company hereby fully, forever, irrevocably and unconditionally
7
releases, remises and discharges the Employee from any and all claims, charges,
complaints, demands, actions, causes of action, suits, rights, debts, sums of
money, loans, judgments, liens, costs, accounts, reckonings, covenants,
contracts, agreements, promises, doings, omissions, damages (including
compensatory, punitive or liquidated damages), executions, obligations,
liabilities and expenses (including attorneys' fees and costs), of every kind
and nature that it ever had or now has against the Employee, known or unknown,
at law or equity or otherwise, including, but not limited to, all claims arising
out of the Employee's employment with and/or separation from the Company;
provided, however, that nothing in this Agreement prevents the Company from
bringing a claim: (a) that arises from any intentional misconduct engaged in
by the Employee as an employee, officer or director of the Company, including,
but not limited to, misappropriation, theft or fraud; (b) for breach of
fiduciary duty as an employee, officer or director of the Company; (c) in
defense of or in response to any claim by the Employee for indemnification
and/or advancement of fees; or (d) arising under this Agreement.
10.
ACKNOWLEDGMENTS.
THE EMPLOYEE ACKNOWLEDGES
THAT HE HAS BEEN GIVEN TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND THAT
THE COMPANY ADVISED HIM TO CONSULT WITH AN ATTORNEY OF HIS OWN CHOOSING PRIOR TO
SIGNING THIS AGREEMENT. THE EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF
SEVEN (7) DAYS AFTER THE EXECUTION OF THIS AGREEMENT, AND THE AGREEMENT SHALL
NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF THIS SEVEN (7) DAY
REVOCATION PERIOD. THE EMPLOYEE UNDERSTANDS AND AGREES THAT BY ENTERING INTO
THIS AGREEMENT HE IS WAIVING ANY AND ALL RIGHTS OR CLAIMS HE MAY HAVE UNDER THE
AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT
PROTECTION ACT, AND THAT HE HAS RECEIVED CONSIDERATION BEYOND THAT TO WHICH HE
WAS PREVIOUSLY ENTITLED.
8
11.
VOLUNTARY ASSENT.
THE EMPLOYEE AFFIRMS THAT
NO OTHER PROMISES OR AGREEMENTS OF ANY KIND HAVE BEEN MADE TO OR WITH HIM BY ANY
PERSON OR ENTITY WHATSOEVER TO CAUSE HIM TO SIGN THIS AGREEMENT, AND THAT HE
FULLY UNDERSTANDS THE MEANING AND INTENT OF THIS AGREEMENT. THE EMPLOYEE STATES
AND REPRESENTS THAT HE HAS HAD AN OPPORTUNITY TO FULLY DISCUSS AND REVIEW THE
TERMS OF THIS AGREEMENT WITH AN ATTORNEY. THE EMPLOYEE FURTHER STATES AND
REPRESENTS THAT HE HAS CAREFULLY READ THIS AGREEMENT, UNDERSTANDS THE CONTENTS
HEREIN, FREELY AND VOLUNTARILY ASSENTS TO ALL OF THE TERMS AND CONDITIONS
HEREOF, AND SIGNS HIS NAME OF