EMPLOYMENT
ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE SARBANES-OXLEY
ACT, THE FAIR LABOR STANDARDS ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, OLDER WORKERS
BENEFIT PROTECTION ACT; THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND THE
CALIFORNIA LABOR CODE;
(E)
ANY AND ALL CLAIMS FOR VIOLATION OF THE FEDERAL, OR ANY STATE,
CONSTITUTION;
(F)
ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS
RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION;
(G)
ANY CLAIM FOR ANY LOSS, COST, DAMAGE, OR EXPENSE ARISING OUT OF
ANY DISPUTE OVER THE NON-WITHHOLDING OR OTHER TAX TREATMENT OF ANY OF THE
PROCEEDS RECEIVED BY EXECUTIVE AS A RESULT OF THIS AGREEMENT; AND
(H)
ANY AND ALL CLAIMS FOR ATTORNEYS' FEES AND COSTS.
Company and Executive agree that the release set forth in this section shall be
and remain in effect in all respects as a complete general release as to the
matters released.
However, this release does not extend to any obligations
under this Agreement.
6.
ACKNOWLEDGEMENT OF WAIVER OF CLAIMS UNDER ADEA.
EXECUTIVE
ACKNOWLEDGES THAT HE IS WAIVING AND RELEASING ANY RIGHTS HE MAY HAVE UNDER THE
AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 ("ADEA") AND THAT THIS WAIVER AND
RELEASE IS KNOWING AND VOLUNTARY.
EXECUTIVE AND THE COMPANY AGREE THAT THIS
WAIVER AND RELEASE DOES NOT APPLY TO ANY RIGHTS OR CLAIMS THAT MAY ARISE UNDER
ADEA AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.
EXECUTIVE ACKNOWLEDGES THAT
THE CONSIDERATION GIVEN FOR THIS WAIVER AND RELEASE AGREEMENT IS IN ADDITION TO
ANYTHING OF VALUE TO WHICH EXECUTIVE WAS ALREADY ENTITLED.
EXECUTIVE FURTHER
ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THIS WRITING THAT
(A)
HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS
AGREEMENT;
(B)
HE HAS UP TO TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS
AGREEMENT;
4
(C)
HE HAS SEVEN (7) DAYS FOLLOWING HIS EXECUTION OF THIS AGREEMENT TO
REVOKE THE AGREEMENT;
(D)
THIS AGREEMENT SHALL NOT BE EFFECTIVE UNTIL THE REVOCATION PERIOD
HAS EXPIRED; AND
(E)
NOTHING IN THIS AGREEMENT PREVENTS OR PRECLUDES EXECUTIVE FROM
CHALLENGING OR SEEKING A DETERMINATION IN GOOD FAITH OF THE VALIDITY OF THIS
WAIVER UNDER THE ADEA, NOR DOES IT IMPOSE ANY CONDITION PRECEDENT, PENALTIES OR
COSTS FROM DOING SO, UNLESS SPECIFICALLY AUTHORIZED BY FEDERAL LAW.
6A.
RELEASE OF CLAIMS BY COMPANY.
COMPANY, ON ITS OWN BEHALF, AND ON
BEHALF OF ITS RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, AGENTS, EMPLOYEES,
INVESTORS, STOCKHOLDERS, ADMINISTRATORS, AFFILIATES, DIVISIONS, SUBSIDIARIES,
PREDECESSOR AND SUCCESSOR CORPORATIONS, AND ASSIGNS FOREVER RELEASES EMPLOYEE
AND HIS HEIRS, FAMILY MEMBERS, EXECUTORS, AGENTS, AND ASSIGNS FROM, AND AGREES
NOT TO SUE CONCERNING, ANY CLAIM, DUTY, OBLIGATION OR CAUSE OF ACTION RELATING
TO ANY MATTERS OF ANY KIND, WHETHER PRESENTLY KNOWN OR UNKNOWN, SUSPECTED OR
UNSUSPECTED, THAT COMPANY MAY POSSESS ARISING FROM ANY OMISSIONS, ACTS OR FACTS
THAT HAVE OCCURRED UP UNTIL AND INCLUDING THE EFFECTIVE DATE OF THIS AGREEMENT
RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY AND THE TERMINATION THEREOF
INCLUDING, WITHOUT LIMITATION: