SHALL IN NO
WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF, THE REMAINING PROVISIONS OF THIS
AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL BE ENFORCED TO
THE FULLEST EXTENT POSSIBLE.
ALL CAPTIONS ARE FOR CONVENIENCE OF REFERENCE ONLY
AND SHALL BE DISREGARDED IN INTERPRETING THIS AGREEMENT.
18.
ENTIRE AGREEMENT.
EMPLOYEE ACKNOWLEDGES THAT HE IS NOT RELYING, AND
HAS NOT RELIED, ON ANY REPRESENTATION OR STATEMENT BY THE COMPANY WITH REGARD TO
THE SUBJECT MATTER OR TERMS OF THIS AGREEMENT, EXCEPT TO THE EXTENT SET FORTH
FULLY IN THIS AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN EMPLOYEE AND THE COMPANY WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT, AND SUPERSEDES ANY AND ALL OTHER AGREEMENTS, UNDERSTANDINGS OR
DISCUSSIONS BETWEEN EMPLOYEE AND THE COMPANY WITH RESPECT TO THE SUBJECT MATTER
OF THIS AGREEMENT (SPECIFICALLY INCLUDING THE DECEMBER 5, 2007 LETTER AGREEMENT
BETWEEN EMPLOYEE AND THE COMPANY), OTHER THAN (A) THE CONFIDENTIALITY, UNFAIR
COMPETITION, NON-RECRUITING, AND ASSIGNMENT OF INVENTIONS AGREEMENT SIGNED BY
EMPLOYEE ON AUGUST 4, 2010, AND (B) THE INDEMNIFICATION AGREEMENT BETWEEN THE
PARTIES, DATED OCTOBER 24, 2008, EACH OF WHICH AGREEMENTS SHALL SURVIVE THE
EXECUTION OF THIS AGREEMENT AND THE SEPARATION OF EMPLOYEE'S EMPLOYMENT.
Initials: ____
-6-
____
19.
RISK OF NEW OR DIFFERENT FACTS.
EMPLOYEE ACKNOWLEDGES THAT HE MAY
DISCOVER NEW INFORMATION DIFFERENT FROM OR INCONSISTENT WITH FACTS HE PRESENTLY
BELIEVES TO BE TRUE, AND EXPRESSLY AGREES TO ASSUME THE RISK OF SUCH NEW OR
DIFFERENT INFORMATION.
20.
ACKNOWLEDGMENT BY COMPANY OF NO KNOWN CLAIMS AGAINST EMPLOYEE.
THE
COMPANY REPRESENTS AND ACKNOWLEDGES THAT IT KNOWS OF NO CLAIMS IT HAS AGAINST
EMPLOYEE, AND HEREBY CONFIRMS THAT THE COMPANY HAS NO PRESENT INTENTION OF
PURSUING ANY CLAIM OR CLAIMS AGAINST EMPLOYEE.
21.
MODIFICATION.
THIS AGREEMENT CANNOT BE MODIFIED OR TERMINATED,
EXCEPT BY A WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF THE
MODIFICATION OR TERMINATION IS SOUGHT.
22.
VOLUNTARY AGREEMENT.
THIS AGREEMENT IN ALL RESPECTS HAS BEEN
VOLUNTARILY AND KNOWINGLY EXECUTED BY THE PARTIES HERETO.
EMPLOYEE SPECIFICALLY
REPRESENTS THAT HE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THE
PROVISIONS OF THIS AGREEMENT, AND THAT HE IS VOLUNTARILY ENTERING INTO THIS
AGREEMENT.
23.
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
24.
GOVERNING LAW.
THE VALIDITY AND EFFECT OF THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF CALIFORNIA, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.
IN WITNESS WHEREOF, the parties hereto have executed this Separation Agreement
and General Release of All Claims, and have initialed each page hereof, on the
dates set forth below.
Dated: October 7, 2010
/s/ Jeffrey J. Ritchey
Jeffrey J. Ritchey
Employee
Dated: October 7, 2010
PRO-DEX, INC.
/s/ Mark P. Murphy
By: Mark P. Murphy
Its: Chief Executive Officer