Identix s/ Robert McCashin ----------------------
Identix on behalf of itself and, to the extent permitted by law, its subsidiaries, affiliates, parent corporations or successors and, with regard to derivative claims only, its past and present directors, officers, general limited partners, agents and representatives, hereby agrees to release and forever discharge Employee and her executors, heirs, representatives and assigns, from any and all claims, debts, demands, accounts, judgments, rights, cause of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever, whether in law or equity, based on any events or circumstances arising or occurring prior to the Termination Date.
Identix shall make the following payments to Employee, contingent upon his compliance with his undertakings under this Agreement: (a) on the Termination Date, the gross sum of $280,000.00, in a lump sum, less all appropriate taxes, withholdings and deductions, shall be paid by Identix to Employee; or, in the alternative (but not in addition) to this lump sum payment, Employee, at his option, may elect to be paid 12 months of salary continuation at his current gross bi-weekly base salary rate of $10,769.23, less all appropriate taxes, withholdings and deductions, on Identix' customary payroll dates over the 12 month period following the Termination Date (which is equivalent to $280,000 in the aggregate); provided, however, that Employee will be deemed to have elected the salary continuation option rather than the lump sum option unless Identix has received written notice from Employee at least ten business days prior to the Termination Date that Employee has elected the lump sum option; and (b) within ten business days after the one year anniversary of the Termination Date, the gross sum of $140,000.00, in a lump sum, less all appropriate taxes, withholdings and deductions, shall be paid by Identix to Employee. On the Termination Date, Employee shall pay to Identix in immediately available funds the amount of $30,000.00, which constitutes repayment of an advance previously made to Employee by Identix. Employee shall submit appropriate documentation for reimbursement of outstanding business expenses no later than two weeks prior to the Termination Date, and Identix shall pay on or before the Termination Date all reasonable, documented and appropriate business expenses so submitted pursuant to the expense reimbursement policies of Identix.
Identix shall make payments to continue Employee's term life insurance (or pay Employee an amount equivalent to the premiums in effect prior to the Termination Date, at Employee's option) for 12 months following the Termination Date.
Identix understands and agrees that this Agreement is a full and final release covering all known and unknown and unanticipated injuries, debts, claims or damages that have arisen or may have arisen to it from any matters, acts, omissions or dealings released in Paragraph 8. Therefore, as to these matters released above, and except as provided in Paragraph 8.2 below, Identix hereby expressly waives and relinquishes any and all rights or benefits it may now have, or in the future may have under the terms of California Civil Code Section 1542 and any similar law of any state or territory of the United States. Said section provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by his must have materially affected his settlement with the debtor." Identix acknowledges that it may hereafter discover facts in addition to, or different from, those which it now knows or believes to be true, but intends hereby, fully and finally and forever, to settle and to release any and all matters, disputes and differences, known or unknown, suspected or unsuspected, that do now exist, may exist or heretofore have existed with respect to those matters described in Paragraph 8.
Identix and Employee mutually agree that Employee shall separate from the employment of Identix on the terms set forth below.
Identix shall pay Employee, on the Termination Date or on the Effective Date of this Agreement, whichever is later, the cash equivalent of 12 months' of term life insurance premiums for Employee (based on such premiums for Employee in effect prior to the Termination Date), less all appropriate taxes, withholdings and deductions, if any.
Identix. INC. a California corporation; ("Tenant") hereby acknowledges that State Teachers' Retirement System ("STRS") is a unit of the California State and Consumer Services Agency established pursuant to Title I, Division 1, Part 13 of the California Educational Code, Sections 2200 et seq., as amended (the "Ed Code"). As a results, STRS is prohibited from engaging in certain transactions with a "school district or other employing agency" or a "member, retirant or beneficiary" (as those terms are defined in the Ed Code). In addition, STRS may be subject to certain restrictions and requirements under the Internal Revenue Code, 26 U.S.C. Section 1 et seq. (The "Code"). Accordingly, Tenant represents and warrants to STRS that (a) Tenant is neither a school district or other employing agency nor a member, retirant or beneficiary; (b) has not made any contribution or contributions to STRS; (c) neither a school district or other employing agency, or a member, retirant or beneficiary, nor any person who has made any contributions to STRS, nor any combination thereof, is related to Tenant by any relationship described in Section 267(b) of the Code; (d) neither AMB, its affiliates, related entities, agents, officer, directors or employees, not any STRS board member, employee or internal investment contractor (collectively, "STRS Affiliates") has received or will receive, directly or indirectly, any payment, consideration or other benefit from, nor does any STRS Affiliate have any agreement or arrangement with Tenant or any person or entity affiliated with Tenant relating to the transactions contemplated by this Agreement; an (e) no STRS Affiliate has any direct or indirect ownership interest in Identix, Inc. a California corporation or any person or entity affiliated with Identix, Inc. a California corporation.
