THAT, TO THE EXTENT THAT ANY OF THE FOREGOING REMAIN UNPAID, ANY SUCH
PAYMENTS ARE INCLUDED IN THE SUM SPECIFIED IN PARAGRAPH 1 ABOVE, WHICH IS MORE
THAN SUFFICIENT TO COVER SUCH AMOUNTS, IF ANY.
EXCLUDING THE AMOUNTS IN
PARAGRAPH 1, WHICH MAY COME DUE UPON SATISFACTION OF THE CONDITIONS HEREIN, THE
COMPANY DENIES CLARK IS OWED ANY COMPENSATION OTHER THAN HER FINAL PAYCHECK AND
ACCRUED BUT UNUSED VACATION, WHICH SHALL BE PAID ON HER FINAL DAY OF EMPLOYMENT
WHETHER OR NOT SHE SIGNS THIS AGREEMENT.
AT SUCH TIME AS ALIGN PAYS THE AMOUNTS
IN PARAGRAPH 1 ABOVE, ALL OBLIGATIONS TO CLARK SHALL CEASE AND SHE SHALL BE
ENTITLED TO NO FURTHER PAYMENTS OF ANY KIND FROM ALIGN, INCLUDING BUT NOT
LIMITED TO ANY SALARY, BONUSES OR INCENTIVE COMPENSATION PAYMENTS, OR PAYMENTS
OF ANY TYPE.
IN THIS REGARD, CLARK UNDERSTANDS AND AGREES THAT SHE HAS NOT
EARNED ANY BONUSES OR OTHER AMOUNTS AND, EXCEPT FOR SUCH AMOUNTS REFERRED TO IN
PARAGRAPH 1 ABOVE AND SUBJECT TO THE CONDITIONS HEREIN, IS AND SHALL BE ENTITLED
TO NO OTHER BONUSES, PAYMENTS OR COMPENSATION OF ANY TYPE.
B.
CLARK AGREES THAT THE FOREGOING SHALL CONSTITUTE AN ACCORD AND
SATISFACTION AND A FULL AND COMPLETE SETTLEMENT OF HER CLAIMS, SHALL CONSTITUTE
THE ENTIRE AMOUNT OF MONETARY CONSIDERATION PROVIDED TO HER UNDER THIS
AGREEMENT, AND THAT SHE WILL NOT SEEK ANY FURTHER COMPENSATION FOR ANY OTHER
CLAIMED DAMAGE, COSTS OR ATTORNEYS' FEES IN CONNECTION WITH THE MATTERS
ENCOMPASSED IN THIS AGREEMENT.
C.
CLARK ACKNOWLEDGES AND AGREES THAT THE COMPANY HAS MADE NO
REPRESENTATIONS TO HER REGARDING THE TAX CONSEQUENCES OF ANY AMOUNTS RECEIVED BY
HER PURSUANT TO THIS AGREEMENT.
CLARK FURTHER AGREES TO PAY FEDERAL OR STATE
TAXES THAT ARE REQUIRED BY LAW TO BE PAID WITH RESPECT TO THIS AGREEMENT, AND
FURTHER AGREES TO INDEMNIFY THE COMPANY FOR ANY FINES, PENALTIES, INTEREST OR
OTHER LEVIES DUE TO ANY FEDERAL OR STATE TAXING AUTHORITIES AS A RESULT OF THE
CHARACTERIZATION OF ANY OF THE PAYMENTS DESCRIBED HEREIN.
D.
CLARK ALSO AGREES TO COOPERATE WITH THE COMPANY REGARDING ANY
PENDING OR SUBSEQUENTLY FILED LITIGATION, CLAIMS, OR OTHER DISPUTES INVOLVING
ALIGN THAT RELATE TO MATTERS WITHIN THE KNOWLEDGE OR RESPONSIBILITY OF CLARK
DURING HER EMPLOYMENT WITH ALIGN.
WITHOUT LIMITING THE FOREGOING, CLARK AGREES
(I) TO MEET WITH COMPANY REPRESENTATIVES, ITS COUNSEL, OR OTHER DESIGNEES AT
MUTUALLY CONVENIENT TIMES AND PLACES WITH RESPECT TO ANY ITEMS WITHIN THE SCOPE
OF THIS PROVISION; (II) TO PROVIDE TRUTHFUL TESTIMONY REGARDING SAME TO ANY
COURT, AGENCY, OR OTHER ADJUDICATORY BODY; AND (III) TO PROVIDE THE COMPANY WITH
NOTICE OF CONTACT BY ANY ADVERSE PARTY OR SUCH ADVERSE PARTY'S REPRESENTATIVE,
EXCEPT AS MAY BE REQUIRED BY LAW.
CLARK SHALL ALSO COMPLY WITH REASONABLE
REQUESTS FOR INFORMATION THAT RELATE TO MATTERS WITH THE KNOWLEDGE OR
RESPONSIBILITY OF CLARK DURING HER EMPLOYMENT.
ALIGN WILL REIMBURSE CLARK FOR
ALL REASONABLE EXPENSES IN CONNECTION WITH THE COOPERATION DESCRIBED IN THIS
PARAGRAPH.
3.
THIS AGREEMENT, ALL OF ITS TERMS, AND
ALL OF THE OBLIGATIONS OF THE COMPANY