Common use of Release by the Executive Clause in Contracts

Release by the Executive. In consideration of the Company entering into this Agreement, to the fullest extent permitted by law, the Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns (collectively, the Releasing Executive Parties”), knowingly and voluntarily releases and discharges the Company and its subsidiaries and affiliates, the respective current and former officers, employees, attorneys, agents and directors of the Company and its subsidiaries and affiliates, and any successor or assign of any of the foregoing (collectively, the “Released Company Parties”), from any claim, charge, action or cause of action that any of the Releasing Executive Parties may have against any of the Released Company Parties, whether known or unknown, from the beginning of time through the date of this Agreement based upon any act, fact, omission, matter, cause or thing whatsoever, whether or not related to or arising out of the Executive’s employment with the Company or the termination thereof. Notwithstanding the foregoing, this release shall not extend to or discharge any claims that Executive may not release as a matter of law, including but not limited to any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement effective as of September 13, 2000 between Executive and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge (i) the Executive’s right to enforce the terms and conditions of this Agreement, or (ii) any rights or claims that might arise after the date of this Agreement, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved, or (iv) the Executive’s right to enforce the terms and conditions of each agreement and plan governing the issuance of each stock option referenced in Section 5.a, as well as the stock issued upon exercise of that stock option. Nothing in this Section 6.b shall prohibit Executive from filing a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair Employment and Housing, or other applicable agency. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party in any agency, court or other forum or tribunal.

Release by the Executive. In consideration of Lxxxxxxx Xxxxxxx (the Company entering into this Agreement“Executive”), to the fullest extent permitted by law, the Executive, on his or her own behalf and on behalf of himself and his or her descendants, dependents, heirs, executors, administrators, successors assigns and assigns (collectivelysuccessors, the Releasing Executive Parties”)and each of them, knowingly hereby acknowledges full and voluntarily complete satisfaction of and releases and discharges and covenants not to sue the Company Company, its divisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as its subsidiaries and affiliatestheir assignees, the respective current and former successors, directors, officers, employeesstockholders, partners, representatives, attorneys, agents or employees, past or present, or any of them (individually and directors collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with the Executive’s employment or any other relationship with or interest in the Company or the termination thereof, including without limiting the generality of the Company foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based compensation, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and its subsidiaries and affiliatescauses of action, and known or unknown, suspected or unsuspected resulting from any successor act or assign omission by or on the part of any Releasees committed or omitted prior to the date of this Agreement set forth below, including, without limiting the generality of the foregoing foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, or any other federal, state or local law, regulation or ordinance (collectively, the “Released Company PartiesClaims”); provided, from however, that the foregoing release does not apply to any claim, charge, action or cause obligation of action that the Company to the Executive pursuant to any of the Releasing Executive Parties may have against any following: (1) Section 6 of the Released Employment Agreement; (2) any equity-based awards previously granted by the Company Partiesto the Executive, whether known or unknown, from to the beginning of time through extent that such awards continue after the date of this Agreement based upon any act, fact, omission, matter, cause or thing whatsoever, whether or not related to or arising out termination of the Executive’s employment with the Company in accordance with the applicable terms of such awards or as such awards are modified by this Agreement; (3) any right to indemnification that the termination thereof. Notwithstanding the foregoing, this release shall not extend to or discharge any claims that Executive may not release as a matter have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of lawany subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to any rights attorneys’ fees to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of extent otherwise provided) that the foregoing, that Executive currently has or may in the future incur with respect to his or her service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (4) with respect to any rights that the Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (5) any rights to continued medical and dental coverage that the Executive may have under COBRA; (6) any rights to payment of benefits that the Executive may have under a retirement plan sponsored or maintained by the Company that is intended to qualify under Section 401(a) of the following: the Certificate Internal Revenue Code of Incorporation 1986, as amended; or By-Laws of (7) any rights to accrued benefits under the Company, under any applicable insurance policy, under that certain Indemnity Agreement effective as of September 13, 2000 between Executive and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise’s employee benefits plans. In addition, this release shall does not extend to or discharge (i) the Executive’s right to enforce the terms and conditions cover any Claim that cannot be so released as a matter of this Agreement, or (ii) any rights or claims that might arise after the date of this Agreement, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved, or (iv) the Executive’s right to enforce the terms and conditions of each agreement and plan governing the issuance of each stock option referenced in Section 5.a, as well as the stock issued upon exercise of that stock option. Nothing in this Section 6.b shall prohibit Executive from filing a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair Employment and Housing, or other applicable agencylaw. The Executive represents acknowledges and warrants agrees that he currently knows or she has received any and all leave and other benefits that he or she has been and is entitled to pursuant to the Family and Medical Leave Act of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party in any agency, court or other forum or tribunal1993.

Release by the Executive. In consideration of the Company entering into this Agreement, payments and benefits provided to the fullest extent permitted by lawExecutive under the Employment Agreement and after consultation with counsel, the Executive and each of the Executive, on behalf of himself and his ’s respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, the Releasing Executive Parties“Releasors”)) hereby irrevocably and unconditionally release and forever discharge the Company, knowingly and voluntarily releases and discharges the Company and its subsidiaries and affiliates, the affiliates and each of their respective current and former officers, employees, attorneysdirectors, shareholders and agents (“Releasees”) from any and directors all claims, actions, causes of the Company and its subsidiaries and affiliatesaction, and any successor rights, judgments, obligations, damages, demands, accountings or assign liabilities of any of the foregoing whatever kind or character (collectively, the “Released Company PartiesClaims”), from including, without limitation, any claimClaims under any federal, chargestate, action local or cause of action foreign law, that any of the Releasing Executive Parties Releasors may have against any of have, or in the Released Company Partiesfuture may possess, whether known or unknown, from the beginning of time through the date of this Agreement based upon any act, fact, omission, matter, cause or thing whatsoever, whether or not related to or arising out of the Executive’s employment with the Company or the termination thereof. Notwithstanding the foregoing, this release shall not extend to or discharge any claims that Executive may not release as a matter of law, including but not limited to any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement effective as of September 13, 2000 between Executive and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge (i) the Executive’s right to enforce employment relationship with and service as an employee, officer or director of the terms Company or any subsidiaries or affiliated companies and conditions the termination of this Agreementsuch relationship or service, or and (ii) any rights event, condition, circumstance or claims obligation that might arise after occurred, existed or arose on or prior to the date hereof; provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Executive of this Agreement and (ii) any indemnification rights the Executive may have in accordance with the Company’s governance instruments or under any director and officer liability insurance maintained by the Company with respect to liabilities arising as a result of the Executive’s service as an officer and employee of the Company. This Section 2(a) does not apply to any Claims that the Releasors may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). Claims arising under ADEA are addressed in Section 2(b) of this Agreement, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved, or (iv) the Executive’s right to enforce the terms and conditions of each agreement and plan governing the issuance of each stock option referenced in Section 5.a, as well as the stock issued upon exercise of that stock option. Nothing in this Section 6.b shall prohibit Executive from filing a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair Employment and Housing, or other applicable agency. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party in any agency, court or other forum or tribunal.

Release by the Executive. In consideration of the Company entering into this Agreement, to the fullest extent permitted by law, the Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns (collectively, the Releasing The Executive Parties”), knowingly and voluntarily hereby releases and discharges and covenants not to xxx the Company and its subsidiaries and affiliatesCompany, the respective current Board, the Company’s subsidiaries, parents, or affiliated corporations, past and former present, and each of them, as well as each of its and their assignees, successors, directors, officers, employeesstockholders, partners, representatives, insurers, attorneys, agents or employees, past or present (individually and directors of the Company and its subsidiaries and affiliates, and any successor or assign of any of the foregoing (collectively, the “Released Company PartiesReleasees”), from and with respect to any claimand all claims, chargeagreements, action obligations, demands, causes of action, suits, actions, proceedings, debts, liens, contracts, promises, liability, damages, losses, costs, attorneys’ fees or cause expenses, of action that any of the Releasing Executive Parties may have against any of the Released Company Partiesnature whatsoever, whether known or unknown, from the beginning of time through the date of this Agreement based upon any actsuspected or unsuspected, factfixed or contingent, omission, matter, cause or thing whatsoever, whether or not related to or arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the Executive’s employment with date the Company or the termination thereofExecutive signs this Agreement. Notwithstanding the foregoing, this release shall and for the avoidance of doubt, the Executive is not extend to or discharge releasing (i) any claims that Executive may cannot release as a matter of be waived under applicable state, local, or federal law, including but not limited to any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement effective as of September 13, 2000 between Executive and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge (i) the Executive’s right to enforce the terms and conditions of this Agreement, or (ii) rights the Executive has to indemnification and advancement of legal fees and expenses and insurance (including, without limitation, under the Indemnification Agreement, the Company’s certificate of incorporation and bylaws, the Company’s D&O insurance and otherwise) and any claims to enforce such rights, (iii) other than as set forth in Section 2, any rights or claims that might to accrued or vested benefits the Executive may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (iv) rights under or claims to enforce this Agreement, (v) any right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator, or (vi) rights which arise after the date of this Agreement. This Agreement will not prevent the Executive from filing, cooperating with, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved, or (iv) the Executive’s right to enforce the terms and conditions of each agreement and plan governing the issuance of each stock option referenced participating in Section 5.a, as well as the stock issued upon exercise of that stock option. Nothing in this Section 6.b shall prohibit Executive from filing a charge or complaint with a government agency such as but not limited to any proceeding before the Equal Employment Opportunity Commission, the National Labor Relations Board, the Commission or Department of Labor, the California Department of Fair Employment and Housing, or other applicable agency. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party in any agency, court or other forum or tribunal.

Release by the Executive. In consideration of the Company entering into this Agreement, to the fullest extent permitted by law, the Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns (collectively, the Releasing The Executive Parties”), knowingly and voluntarily hereby releases and discharges and covenants not to xxx the Company and its subsidiaries and affiliatesCompany, the respective current Board, the Company’s subsidiaries, parents, or affiliated corporations, past and former present, and each of them, as well as each of its and their assignees, successors, directors, officers, employeesstockholders, partners, representatives, insurers, attorneys, agents or employees, past or present (individually and directors of the Company and its subsidiaries and affiliates, and any successor or assign of any of the foregoing (collectively, the “Released Company PartiesReleasees”), from and with respect to any claimand all claims, chargeagreements, action obligations, demands, causes of action, suits, actions, proceedings, debts, liens, contracts, promises, liability, damages, losses, costs, attorneys’ fees or cause expenses, of action that any of the Releasing Executive Parties may have against any of the Released Company Partiesnature whatsoever, whether known or unknown, from the beginning of time through the date of this Agreement based upon any actsuspected or unsuspected, factfixed or contingent, omission, matter, cause or thing whatsoever, whether or not related to or arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the Executive’s employment with date the Company or the termination thereofExecutive signs this Agreement. Notwithstanding the foregoing, this release shall and for the avoidance of doubt, the Executive is not extend to or discharge releasing (i) any claims that Executive may cannot release as a matter of be waived under applicable state, local, or federal law, including but not limited to any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement effective as of September 13, 2000 between Executive and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge (i) the Executive’s right to enforce the terms and conditions of this Agreement, or (ii) rights the Executive has to indemnification and advancement of legal fees and expenses and insurance (including, without limitation, under the Indemnification Agreement, the Company’s certificate of incorporation and bylaws, the Company’s D&O insurance and otherwise) and any claims to enforce such rights, (iii) other than as set forth in Section 2 with respect to Company equity-based compensatory awards, any rights or claims that might to accrued or vested benefits the Executive may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (iv) rights under or claims to enforce this Agreement, (v) any right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator, or (vi) rights which arise after the date of this Agreement. This Agreement will not prevent the Executive from filing, cooperating with, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved, or (iv) the Executive’s right to enforce the terms and conditions of each agreement and plan governing the issuance of each stock option referenced participating in Section 5.a, as well as the stock issued upon exercise of that stock option. Nothing in this Section 6.b shall prohibit Executive from filing a charge or complaint with a government agency such as but not limited to any proceeding before the Equal Employment Opportunity Commission, the National Labor Relations Board, the Commission or Department of Labor, the California Department of Fair Employment and Housing, or other applicable agency. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party in any agency, court or other forum or tribunal.

Release by the Executive. In consideration of the Company entering into this Agreement, to the fullest extent permitted by law, the Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns (collectively, the Releasing Executive Parties”"), knowingly and voluntarily releases and discharges the Company and its subsidiaries and affiliates, the respective current and former officers, employees, attorneys, agents and directors of the Company and its subsidiaries and affiliates, and any successor or assign of any of the foregoing (collectively, the “"Released Company Parties”"), from any claim, charge, action or cause of action that any of the Releasing Executive Parties may have against any of the Released Company Parties, whether known or unknown, from the beginning of time through the date of this Agreement Effective Date based upon any act, fact, omission, matter, cause or thing whatsoever, whether or not related to or arising out of the Executive’s 's employment with the Company or the termination thereof. Notwithstanding the foregoing, this release shall not extend to or discharge any claims that Executive may not release as a matter of law, including but not limited to any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement effective dated as of September 13, 2000 between Executive and the Company (the “"Indemnity Agreement”"), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge (i) the Executive’s 's right to enforce the terms and conditions of this Agreement, or (ii) any rights or claims that might arise after the date of this AgreementEffective Date, or (iii) the Executive’s 's right to enforce the terms and conditions of the Stock Repurchase Agreement, or (iv) the Executive's right to enforce the terms and conditions of the Indemnity Agreement or the Company’s 's Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved, or (iv) the Executive’s right to enforce the terms and conditions of each agreement and plan governing the issuance of each stock option referenced in Section 5.a, as well as the stock issued upon exercise of that stock option. Nothing in this Section 6.b shall prohibit Executive from filing a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair Employment and Housing, or other applicable agency. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party in any agency, court or other forum or tribunal.

Release by the Executive. In consideration of the Company entering into this Agreement, to the fullest extent permitted by law, the Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns (collectively, the Releasing Executive Parties”), knowingly and voluntarily releases and discharges the Company and its subsidiaries and affiliates, the respective current and former officers, employees, attorneys, agents and directors of the Company and its subsidiaries and affiliates, and any successor or assign of any of the foregoing (collectively, the “Released Company Parties”), from any claim, charge, action or cause of action that any of the Releasing Executive Parties may have against any of the Released Company Parties, whether known or unknown, from the beginning of time through the date of this Agreement Effective Date based upon any act, fact, omission, matter, cause or thing whatsoever, whether or not related to or arising out of the Executive’s employment with the Company or the termination thereof. Notwithstanding the foregoing, this release shall not extend to or discharge any claims that Executive may not release as a matter of law, including but not limited to any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement effective as of September 13March 24, 2000 2003 between Executive and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge (i) the Executive’s right to enforce the terms and conditions of this Agreement, or (ii) any rights or claims that might arise after the date of this AgreementEffective Date, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved, or (iv) the Executive’s right to enforce the terms and conditions of each agreement and plan governing the issuance of each stock option referenced in Section 5.a, as well as the stock issued upon exercise of that stock option. Nothing in this Section 6.b shall prohibit Executive from filing a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair Employment and Housing, or other applicable agency. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party in any agency, court or other forum or tribunal.

Release by the Executive. In consideration of the Company entering into this Agreement, to the fullest extent permitted by law, the The Executive, on behalf of himself the Executive and his heirsanyone claiming through the Executive, executorshereby agrees not to xxx the Company or any of its divisions, subsidiaries, affiliates (including, without limitation, the Parent) or other related entities of the above specified entities (whether or not such entities are wholly owned) or any of the past, present or future directors, officers, administrators, trustees, fiduciaries, employees, agents or attorneys of the Company or any of such other entities, or the predecessors, successors and or assigns of any of them (collectively, hereinafter referred to as the Releasing Executive “Released Parties”), knowingly and voluntarily releases agrees to release and discharges the Company discharge, fully, finally and its subsidiaries and affiliatesforever, the respective current Released Parties from any and former officersall claims, employeescauses of action, attorneyslawsuits, agents liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and directors of the Company and its subsidiaries and affiliates, and any successor or assign demands of any of nature whatsoever, in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen, which the foregoing (collectively, the “Released Company Parties”), from any claim, charge, action Executive ever had or cause of action that any of the Releasing Executive Parties may presently have against any of the Released Company Parties, whether known or unknown, Parties arising from the beginning of time through up to and including the effective date of this Agreement based upon Agreement, including, without limitation, all matters in any act, fact, omission, matter, cause or thing whatsoever, whether or not way related to the Executive’s employment by the Company, the terms and conditions thereof, any failure to promote the Executive and the termination or arising out cessation of the Executive’s employment with the Company, and including, without limitation, any and all claims arising under the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974, the Illinois Human Rights Act, the Xxxx County Human Rights Ordinance, the City of Chicago Human Rights Ordinance or any other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing contained in this Section 7 shall apply to, or release the Company from, any obligation of the Company contained in this Agreement, in Section 6, 8 or 9 of the Amended Employment Agreement or any vested or accrued benefit pursuant to any employee benefit plan of the Company. The consideration offered herein is accepted by the Executive as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and the Executive expressly agrees that the Executive is not entitled to, and shall not receive, any further recovery of any kind from the Company or the termination thereof. Notwithstanding the foregoing, this release shall not extend to or discharge any claims that Executive may not release as a matter of law, including but not limited to any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement effective as of September 13, 2000 between Executive and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge (i) the Executive’s right to enforce the terms and conditions of this Agreement, or (ii) any rights or claims that might arise after the date of this Agreement, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved, or (iv) the Executive’s right to enforce the terms and conditions of each agreement and plan governing the issuance of each stock option referenced in Section 5.a, as well as the stock issued upon exercise of that stock option. Nothing in this Section 6.b shall prohibit Executive from filing a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair Employment and Housing, or other applicable agency. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company PartyParties, and that in the event of any further proceedings whatsoever based upon any matter released herein, neither he the Company nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against of the other Released Parties shall have any Released Company Party in any agency, court further monetary or other forum obligation of any kind to the Executive, including any obligation for any costs, expenses or tribunalattorneys’ fees incurred by or on behalf of the Executive.

Release by the Executive. In consideration of the Company entering into this Agreement, to the fullest extent permitted by law, the Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns (collectively, the “Releasing Executive Parties”), knowingly and voluntarily releases and discharges the Company and its subsidiaries and affiliates, the respective current and former officers, employees, attorneys, agents and directors of the Company and its subsidiaries and affiliates, and any successor or assign of any of the foregoing (collectively, the “Released Company Parties”), from any claim, charge, action or cause of action that any of the Releasing Executive Parties may have against any of the Released Company Parties, whether known or unknown, from the beginning of time through the date of this Agreement Effective Date based upon any act, fact, omission, matter, cause or thing whatsoever, whether or not related to or arising out of the Executive’s employment with the Company or the termination thereof. Notwithstanding the foregoing, this release shall not extend to or discharge any claims that Executive may not release as a matter of law, including but not limited to any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement effective as of September 13July 25, 2000 2006 between Executive and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge (i) the Executive’s right to enforce the terms and conditions of this Agreement, or (ii) any rights or claims that might arise after the date of this AgreementEffective Date, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or Executive’s right for indemnity under the Company’s Certificate of Incorporation or its Bylaws, or under any state law, all of which rights and claims shall be preserved, or (iv) the Executive’s right to enforce the terms and conditions of each agreement and plan governing the issuance of each stock option referenced in Section 5.a, as well as the stock issued upon exercise of that stock option. Nothing in this Section 6.b shall prohibit Executive from filing a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair Employment and Housing, or other applicable agency. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party in any agency, court or other forum or tribunal.