CALIFORNIA CIVIL CODE STATES AS FOLLOWS: "A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
5.
RELEASE OF AGE DISCRIMINATION CLAIMS. EXECUTIVE FURTHER
ACKNOWLEDGES AND AGREES HE IS WAIVING AND RELEASING ANY RIGHTS HE MAY HAVE UNDER
THE AGE DISCRIMINATION IN EMPLOYMENT ACT AND THAT: (A) HE HAS BEEN GIVEN AN
OPPORTUNITY TO CONSIDER FULLY THE TERMS OF THIS AGREEMENT FOR TWENTY-ONE (21)
DAYS, ALTHOUGH HE IS NOT REQUIRED TO WAIT TWENTY-ONE (21) DAYS BEFORE SIGNING
THIS AGREEMENT; (B) HE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY OF HIS OWN
CHOOSING BEFORE SIGNING THIS AGREEMENT; AND (C) HE UNDERSTANDS HE MAY REVOKE
THIS AGREEMENT WITHIN SEVEN (7) DAYS OF SIGNING IT, PROVIDED HOWEVER, THAT HE
SHALL NOT BE ENTITLED TO THE SEVERANCE PAYMENTS AND BENEFITS DESCRIBED IN
SECTION 3 ABOVE IF HE REVOKES THIS AGREEMENT.
6.
TERMINATION OBLIGATIONS.
(A)
CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY. EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF SECTIONS 4-7 OF THE SEVERANCE
AGREEMENT SHALL REMAIN IN EFFECT FOLLOWING
3
THE SEPARATION DATE, AND THAT HE SHALL COMPLY WITH, AND CONTINUE TO BE BOUND BY,
THOSE PROVISIONS FOLLOWING THE SEPARATION DATE.
(B)
NONCOMPETITION AND NONSOLICITATION. EXECUTIVE AGREES THAT HE SHALL
COMPLY WITH, AND BE BOUND BY, THE NON-COMPETITION AND NON-SOLICITATION
RESTRICTIONS SET FORTH IN SECTIONS 1(A) AND 3 OF THE SEVERANCE AGREEMENT FOR A
PERIOD OF ONE YEAR FOLLOWING THE SEPARATION DATE (WHICH PERIOD SHALL CONSTITUTE
THE "NON-COMPETITION PERIOD," AS THAT TERM IS USED IN THE SEVERANCE AGREEMENT).
(C)
COOPERATION. FOLLOWING THE SEPARATION DATE, EXECUTIVE AGREES HE
WILL COOPERATE WITH THE COMPANY IN ITS INVESTIGATION OR DEFENSE OF ANY OTHER
LEGAL PROCEEDING, INVESTIGATION, OR ACTION THAT PERTAINS IN ANY MANNER TO HIS
EMPLOYMENT WITH THE COMPANY AND/OR HIS ACTIONS OR OMISSIONS AS A COMPANY
EMPLOYEE, INCLUDING BUT NOT LIMITED TO APPEARING AS A WITNESS IN CONNECTION WITH
ANY ADMINISTRATIVE PROCEEDING, INVESTIGATION, OR LITIGATION WITHOUT REQUIRING A
SUBPOENA AND BEING AVAILABLE TO PROVIDE INFORMATION TO AND/OR ANSWER QUESTIONS
FROM THE COMPANY AND ITS COUNSEL IN CONNECTION WITH ANY ADMINISTRATIVE
PROCEEDING, INVESTIGATION OR LITIGATION. EXECUTIVE FURTHER AGREES THAT HE WILL
COOPERATE WITH AND ASSIST THE COMPANY WITH ITS EFFORTS TO OBTAIN, PERFECT,
ESTABLISH OR OTHERWISE PROTECT ITS INTELLECTUAL PROPERTY RIGHTS, INCLUDING BUT
NOT LIMITED TO SIGNING AND DELIVERING TO THE COMPANY ANY DOCUMENTS THAT MAY BE
NEEDED TO SECURE PATENTS ON ANY OF THE COMPANY'S INVENTIONS OR DEVELOPMENTS AND
TAKING ANY OTHER ACTIONS THAT MAY BE NECESSARY TO SECURE PATENTS FOR THE
COMPANY'S INVENTIONS AND DEVELOPMENTS.
7.
ARBITRATION. EXECUTIVE AND THE COMPANY AGREE THAT ANY DISPUTE,
CONTROVERSY OR CLAIM BETWEEN THEM REGARDING THE SUBJECT MATTER, INTERPRETATION,
APPLICATION, OR ALLEGED BREACH OF THIS AGREEMENT ("ARBITRABLE CLAIMS") ONCE
EXECUTED SHALL BE RESOLVED BY ARBITRATION. ARBITRATION SHALL BE FINAL AND
BINDING UPON THE PARTIES AND SHALL BE THE EXCLUSIVE REMEDY FOR ALL ARBITRABLE
CLAIMS. ARBITRATION OF ARBITRABLE