ENTITY.
EMPLOYER IS ENTERING INTO THIS AGREEMENT SOLELY FOR THE PURPOSE OF EFFECTUATING
A MUTUALLY SATISFACTORY SEPARATION OF EXECUTIVE'S EMPLOYMENT.
BOTH PARTIES
ACKNOWLEDGE AND AGREE THAT EMPLOYER AND EXECUTIVE SHALL BE PERMITTED TO FILE
THIS AGREEMENT WITH THE SECURITIES EXCHANGE COMMISSION AND SUCH OTHER REGULATORY
BODIES AS EITHER PARTY MAY DEEM APPROPRIATE OR NECESSARY.
6.
RELEASE AND COVENANT NOT TO SUE.
6.1
DEFINITIONS.
6.1.1
WHEN USED IN THIS AGREEMENT, THE WORD "RELEASEES" MEANS EMPLOYER
AND ALL OR ANY OF ITS PAST AND PRESENT SUBSIDIARY AND AFFILIATED CORPORATIONS,
COMPANIES, PARTNERSHIPS, JOINT VENTURES AND OTHER ENTITIES AND THEIR GROUPS,
DIVISIONS, DEPARTMENTS AND UNITS,
5
AND THEIR PAST AND PRESENT DIRECTORS, TRUSTEES, OFFICERS, MANAGERS, PARTNERS,
SUPERVISORS, EMPLOYEES, ATTORNEYS, AGENTS AND CONSULTANTS, AND THEIR
PREDECESSORS, SUCCESSORS AND ASSIGNS.
6.1.2
WHEN USED IN THIS AGREEMENT, THE WORD "CLAIMS" MEANS EACH AND EVERY
CLAIM, COMPLAINT, CAUSE OF ACTION, AND GRIEVANCE, WHETHER KNOWN OR UNKNOWN AND
WHETHER FIXED OR CONTINGENT, AND EACH AND EVERY PROMISE, ASSURANCE, CONTRACT,
REPRESENTATION, GUARANTEE, WARRANTY, RIGHT AND COMMITMENT OF ANY KIND, WHETHER
KNOWN OR UNKNOWN AND WHETHER FIXED OR CONTINGENT.
6.2
RELEASE OF EMPLOYER.
IN CONSIDERATION OF THE PROMISES OF EMPLOYER
SET FORTH IN THIS AGREEMENT, AND INTENDING TO BE LEGALLY BOUND, EXECUTIVE HEREBY
IRREVOCABLY REMISES, RELEASES AND FOREVER DISCHARGES ALL RELEASEES OF AND FROM
ANY AND ALL CLAIMS THAT HE (ON BEHALF OF EITHER HIMSELF OR ANY OTHER PERSON OR
PERSONS) EVER HAD, NOW HAS OR MAY HAVE AGAINST ANY AND ALL OF THE RELEASEES, OR
WHICH HE (OR HIS HEIRS, EXECUTORS, ADMINISTRATORS OR ASSIGNS OR ANY OF THEM)
HEREAFTER CAN, SHALL OR MAY HAVE AGAINST ANY AND ALL OF THE RELEASEES, FOR BY
REASON OF ANY CAUSE, MATTER, THING, OCCURRENCE OR EVENT WHATSOEVER RELATING TO
OR ARISING OUT OF HIS EMPLOYMENT WITH EMPLOYER.
EXECUTIVE ACKNOWLEDGES AND
AGREES THAT THE CLAIMS RELEASED IN THIS SECTION 6.2 INCLUDE, BUT ARE NOT LIMITED
TO, (A) ANY AND ALL CLAIMS BASED ON ANY LAW, STATUTE OR CONSTITUTION OR BASED ON
CONTRACT OR IN TORT ON COMMON LAW, (B) ANY AND ALL CLAIMS BASED ON OR ARISING
UNDER ANY CIVIL RIGHTS LAWS, SUCH AS ANY PENNSYLVANIA EMPLOYMENT LAWS, OR TITLE
VII OF THE CIVIL RIGHTS ACT OF 1964, THE FEDERAL AGE DISCRIMINATION IN
EMPLOYMENT ACT (THE "ADEA"), THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND
MEDICAL LEAVE ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, AND SIMILAR STATE AND
LOCAL STATUTES, LAWS AND ORDINANCES, (C) ANY AND ALL CLAIMS PERTAINING TO
DISCRIMINATION, HARASSMENT, OR RETALIATION, WHETHER BASED ON RACE, COLOR,
RELIGION, GENDER, AGE, SEXUAL ORIENTATION, HANDICAP AND/OR DISABILITY, NATIONAL
ORIGIN, WHISTLE-BLOWING OR ANY OTHER LEGALLY PROTECTED CLASS, (D) ANY AND ALL
CLAIMS UNDER ANY GRIEVANCE OR COMPLAINT PROCEDURE OF ANY KIND, (E) ANY AND ALL
CLAIMS BASED ON OR ARISING OUT OF OR RELATED TO HIS RECRUITMENT BY, EMPLOYMENT
WITH, THE TERMINATION OF HIS EMPLOYMENT WITH, HIS PERFORMANCE OF ANY SERVICES IN
ANY CAPACITY FOR, OR ANY BUSINESS TRANSACTION WITH, EACH OR ANY OF THE RELEASEES
AND (F) ANY AND ALL CLAIMS FOR ATTORNEYS' FEES,