AGENCY CHARGES, DUES, SUMS OF MONEY, CLAIMS, COMPLAINTS,
LIABILITIES, OBLIGATIONS, AGREEMENTS, PROMISES, DAMAGES, DEMANDS, JUDGMENTS,
COSTS, LOSSES, EXPENSES AND LEGAL FEES AND EXPENSES OF ANY NATURE WHATSOEVER,
KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHICH EXECUTIVE OR EXECUTIVE'S
HEIRS, ESTATE, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS EVER HAD, NOW
HAVE OR HEREAFTER CAN, SHALL OR MAY HAVE AGAINST EACH OR ANY OF THE RELEASEES BY
REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD
TO THE DATE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY AND ALL RIGHTS
AND CLAIMS UNDER FEDERAL, STATE OR LOCAL LAWS, REGULATIONS OR REQUIREMENTS, THE
AGE DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES ACT, TITLE
VII OF THE CIVIL RIGHTS ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE WORKERS
ADJUSTMENT AND NOTIFICATION ACT, THE NEW YORK STATE HUMAN RIGHTS LAW, THE NEW
YORK CITY CIVIL RIGHTS LAW, THE LAWS OF THE STATE OF NEW YORK AND ALL LOCALITIES
THEREIN AND ALL RIGHTS AND CLAIMS RELATING TO DEFAMATION, DISCRIMINATION (ON THE
BASIS OF SEX, RACE, COLOR, NATIONAL ORIGIN, RELIGION, AGE, DISABILITY OR
OTHERWISE), WORKERS' COMPENSATION, FRAUD, MISREPRESENTATION, BREACH OF CONTRACT,
INTENTIONAL OR NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS, BREACH OF ANY
COVENANT OF GOOD FAITH AND FAIR DEALING, NEGLIGENCE, WRONGFUL TERMINATION,
WRONGFUL EMPLOYMENT PRACTICES OR ANY AND ALL OTHER CLAIMS RELATING TO
EXECUTIVE'S EMPLOYMENT WITH, OR SEPARATION OF EMPLOYMENT FROM, THE COMPANY, ANY
AND ALL OTHER RIGHTS AND CLAIMS ARISING UNDER ANY FEDERAL, STATE OR LOCAL LAW,
STATUTE, REGULATION OR CASE LAW, ANY AND ALL RIGHTS AND CLAIMS UNDER THE
EMPLOYMENT AGREEMENT DATED SEPTEMBER 11, 2002, AS AMENDED BY THE LETTER
AGREEMENT DATED JUNE 16, 2004 (COLLECTIVELY, THE "EMPLOYMENT AGREEMENT"), ANY
PRIOR EMPLOYMENT AGREEMENT (INCLUDING BUT NOT LIMITED TO THE AGREEMENT DATED
DECEMBER 31, 2001), ANY OFFER LETTERS AND, EXCEPT AS PROVIDED IN THE NEXT
PARAGRAPH, ANY AND ALL RIGHTS AND CLAIMS TO OPTIONS OR OTHER EQUITY INTERESTS IN
THE COMPANY OR ANY OF ITS AFFILIATES.
AS USED IN THIS AGREEMENT, THE TERM "RELEASEES" IS A
COLLECTIVE REFERENCE TO THE COMPANY AND ITS PRESENT, FORMER AND FUTURE
STOCKHOLDERS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND EMPLOYEE BENEFIT
PLANS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES,
REPRESENTATIVES, INSURERS AND AGENTS, EACH IN THEIR OFFICIAL AND INDIVIDUAL
CAPACITIES.
AS USED IN THIS AGREEMENT, THE TERM "AFFILIATES" IS A REFERENCE TO
ALL AFFILIATES OF THE COMPANY WITHIN THE MEANING OF RULE 405 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. NOTWITHSTANDING
3
ANYTHING IN THIS PARAGRAPH 3 TO THE CONTRARY, NOTHING IN THIS PARAGRAPH 3 SHALL
BE DEEMED TO BE A RELEASE OF (I) EXECUTIVE'S VESTED RIGHTS, IF ANY, UNDER THE
COMPANY'S 401(K) PLAN, (II) EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT, (III)
EXECUTIVE'S RIGHTS UNDER THE EXISTING OPTION AGREEMENTS AND THE STOCK BONUS
AGREEMENT, EACH AS MODIFIED IN ACCORDANCE WITH PARAGRAPH 2 HEREOF (AND IN THE
CASE OF THE STOCK BONUS AGREEMENT, AS MODIFIED IN ACCORDANCE WITH PARAGRAPH 3
HEREOF), (IV) EXECUTIVE'S RIGHTS UNDER THE INDEMNITY AGREEMENT BETWEEN EXECUTIVE
AND THE COMPANY DATED MARCH 4,