Common use of Executive’s Release of Claims Clause in Contracts

Executive’s Release of Claims. In consideration of the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits set forth therein, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “Executive Claims”), which the Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of the date of this Release, including, without limitation, any and all Executive Claims relating to the Executive’s employment or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, state and federal family leave acts, the California Fair Employment and Housing Act, the Employee Retirement Income Security Act, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknown, and specifically but not exclusively, all claims regarding offenses that have occurred as of the date of this Release, including claims arising out of the Executive’s employment and the termination of that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on any alleged breach of a duty arising in contract or tort, or any alleged unlawful act, including, without limitation, discrimination or harassment, any other claim or cause of action, and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive Claims are not released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; (c) claims for indemnification under the Company’s By-Laws, or otherwise; (d) any rights to coverage under any Company Director’s and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. .

Executive’s Release of Claims. In consideration of the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits set forth therein, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “Executive Claims”), which the Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of the date of this Release, including, without limitation, any and all Executive Claims relating to the Executive’s employment or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, state and federal family leave acts, the California Fair Employment and Housing Act, the Employee Retirement Income Security Act, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknown, and specifically but not exclusively, all claims regarding offenses that have occurred as of the date of this Release, including claims arising out of the Executive’s employment and the termination of that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on any alleged breach of a duty arising in contract or tort, or any alleged unlawful act, including, without limitation, discrimination or harassment, any other claim or cause of action, and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive Claims are not released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; (c) claims for indemnification under the Company’s By-Laws, Laws or otherwise; (d) any rights to coverage under any Company Director’s Directors and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. .

Executive’s Release of Claims. In consideration As of the benefits under Section 9 Effective Date of the Employment Agreement and any reference to rights or benefits set forth thereinthis Release, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably expressly covenants not to xxx and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from waives any and all charges, complaints, claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and liabilities causes of action (collectively, “Claims”), whether now known or unknown, suspected or unsuspected, whether in law, in equity or in arbitration, of any kind or nature whatsoever, known which Executive has or unknownclaims to have, suspected now or unsuspected hereafter, against the Company and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its or their respective past or present officers, directors, trustees, stockholders, agents, employees, attorneys, insurers, representatives (hereinafter referred to as collectively, the “Executive ClaimsReleasees”), which the Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of the date of this Release, including, without limitationbut not limited to, any Claims arising out of or relating in any way to Executive’s employment at the Company and the termination thereof. Without limiting the foregoing, Executive hereby acknowledges and agrees that the Claims released by this Release include, but are not limited to, any and all Executive Claims relating to the Executive’s employment claims which arise or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising could arise under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 19911967, the Americans with Disabilities ActFederal Worker Adjustment and Retraining Notification Act (or any similar state, state and federal family leave actslocal or foreign law), the Employee Retirement Income Security Act of 1974, as amended, the California Fair Employment and Housing Act, California statutory or common law, the Employee Retirement Income Security ActOrders of the California Industrial Welfare Commission regulating wages, hours, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknownworking conditions, and specifically but federal statutory law, or any Claim for severance pay, bonus, sick leave, disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit. Nothing in this Release shall limit in any way Executive’s right under California Workers’ Compensation laws to file or pursue any workers’ compensation claim. Nothing herein shall release any rights to indemnification Executive may have in connection with Executive’s actions legitimately taken in the course of his/her duties with the Company. This release shall not exclusivelyapply to any claims that may not be waived as a matter of applicable law. (a) As part of this general release, Executive expressly releases, waives and relinquishes all claims regarding offenses that have occurred as rights under Section 1542 of the date California Civil Code which states: “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 HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Executive acknowledges that he/she may later discover facts in addition to or different from those which Executive now knows, or believes to be true, with respect to any of the subject matters of this Release, including claims arising out of the but that it is nevertheless Executive’s employment intention to settle and the termination of release any and all Claims released herein. (b) Executive warrants and represents that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on there is not now pending any alleged breach of a duty arising in contract or tortaction, complaint, petition, Executive charge, grievance, or any alleged unlawful actother form of administrative, including, without limitation, discrimination legal or harassment, arbitral proceeding by Executive against the Company and further warrants and represents that no such proceeding of any other claim kind shall be instituted by or cause of action, on Executive’s behalf based upon any and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive all Claims are not released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; released herein. (c) Executive expressly acknowledges, understands and agrees that this Release includes a waiver and release of all claims for indemnification which Executive has or may have under the Company’s ByAge Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Release: (i) Executive was advised to consult an attorney before signing this Release; (ii) Executive was granted at least twenty-Laws, one (21) days after he/she was presented with this Release to decide whether or otherwise; not to sign this Release; (diii) any rights Executive will have the right to coverage under any Company Director’s revoke the waiver and Officers liability policy; (e) release of claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment AgreementADEA within seven (7) days of his/her signing this Release, and this Release shall not become effective and enforceable until that revocation period has expired without such revocation; (iv) Executive hereby acknowledges and agrees that he/she is knowingly and voluntarily waiving and releasing Executive’s rights and claims in exchange for consideration (something of value) in addition to anything of value to which he/she is already entitled; and (v) Nothing in this Release 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. Therefore, Executive may unilaterally revoke this Release at any time up to seven (7) calendar days following his/her execution of the Release, and this Release shall not become effective or enforceable until the revocation period has expired which is at 12:00:01 a.m. on the eighth day following his/her execution of this Release (“Effective Date”). If Executive elects to revoke this Release, such revocation must be in writing addressed to the Secretary of the Company, and received by him/her via facsimile or email no later than the end of the seventh day after Executive signed this Release.

Executive’s Release of Claims. In consideration of the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits set forth therein, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably expressly covenants not to xxx and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from waives any and all charges, complaints, claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and liabilities causes of action (“Claims”), whether now known or unknown, suspected or unsuspected, whether at law or in equity, of any kind or nature whatsoever, known which Executive has or unknownclaims to have, suspected now or unsuspected hereafter, against Axesstel and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its or their respective past or present officers, directors, trustees, shareholders, agents, employees, attorneys, insurers, representatives (hereinafter referred to as collectively, the “Executive ClaimsReleasees”), which the Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of the date of this Release, including, without limitationbut not limited to, any Claims arising out of or relating in any way to Executive’s employment at Axesstel and the termination thereof. Executive hereby acknowledges and agrees that the Claims released by this Release include, but are not limited to, any and all Executive Claims relating to the Executive’s employment which arise or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising could arise under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 19911967, the Americans with Disabilities ActFederal Worker Adjustment and Retraining Notification Act (or any similar state, state and federal family leave actslocal or foreign law), the California Fair Employment and Housing Act, California statutory or common law, the Employee Retirement Income Security ActOrders of the California Industrial Welfare Commission regulating wages, hours, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknownworking conditions, and specifically but federal statutory law, or any Claim for severance pay, bonus, sick leave, disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit. Nothing in this Release shall limit in any way Executive’s right under California Workers’ Compensation laws to file or pursue any workers’ compensation claim or any rights to indemnification Executive may have in connection with Executive’s actions taken in the course of his/her duties with Axesstel. This release shall not exclusivelyapply to any claims that may not be waived as a matter of applicable law. 3.1 As part of this general release, Executive expressly releases, waives and relinquishes all claims regarding offenses that have occurred as rights under Section 1542 of the date California Civil Code which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Executive acknowledges that he/she may later discover facts in addition to or different from those which Executive now knows, or believes to be true, with respect to any of the subject matters of this Release, including claims arising out of the but that it is nevertheless Executive’s employment intention to settle and the termination of release any and all Claims released herein. 3.2 Executive warrants and represents that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on there is not now pending any alleged breach of a duty arising in contract or tortaction, complaint, petition, executive charge, grievance, or any alleged unlawful actother form of administrative, includinglegal or arbitral proceeding by Executive against Axesstel and further warrants and represents that no such proceeding of any kind shall be instituted by or on Executive’s behalf based upon any and all Claims released herein. 3.3 Executive expressly acknowledges, without limitationunderstands and agrees that this Release includes a waiver and release of all claims which Executive has or may have under the Age Discrimination in Employment Act of 1967, discrimination as amended, 29 U.S.C. §621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Release: (i) Executive is advised to consult an attorney before signing this Release; (ii) Executive is granted twenty-one (21) days after he/she is presented with this Release to decide whether or harassment, any other claim or cause not to sign this Release; (iii) Executive will have the right to revoke the waiver and release of actionclaims under the ADEA within seven (7) days of signing this Release, and regardless this Release shall not become effective and enforceable until that revocation period has expired without such revocation; (iv) Executive hereby acknowledges and agrees that he/she is knowingly and voluntarily waiving and releasing Executive’s rights and claims in exchange for consideration (something of value) in addition to anything of value to which he/she is already entitled; and (v) Nothing in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive Claims are not released: (a) claims for indemnification due under Section 7237 validity of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; (c) claims for indemnification this waiver under the Company’s By-LawsADEA, nor does it impose any condition precedent, penalties or otherwise; (d) any rights to coverage under any Company Director’s and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. costs from doing so, unless specifically authorized by federal law.

Executive’s Release of Claims. In consideration of the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits set forth therein, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably expressly covenants not to xxx and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from waives any and all charges, complaints, claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and liabilities causes of action (“Claims”), whether now known or unknown, suspected or unsuspected, whether at law or in equity, of any kind or nature whatsoever, known which Executive has or unknownclaims to have, suspected now or unsuspected hereafter, against Axesstel and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its or their respective past or present officers, directors, trustees, shareholders, agents, employees, attorneys, insurers, representatives (hereinafter referred to as collectively, the “Executive ClaimsReleasees”), which the Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of the date of this Release, including, without limitationbut not limited to, any Claims arising out of or relating in any way to Executive’s employment at Axesstel and the termination thereof. Executive hereby acknowledges and agrees that the Claims released by this Release include, but are not limited to, any and all Executive Claims relating to the Executive’s employment which arise or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising could arise under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 19911967, the Americans with Disabilities ActFederal Worker Adjustment and Retraining Notification Act (or any similar state, state and federal family leave actslocal or foreign law), the California Fair Employment and Housing Act, California statutory or common law, the Employee Retirement Income Security ActOrders of the California Industrial Welfare Commission regulating wages, hours, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknownworking conditions, and specifically but federal statutory law, or any Claim for severance pay, bonus, sick leave, disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit. Nothing in this Release shall limit in any way Executive’s right under California Workers’ Compensation laws to file or pursue any workers’ compensation claim or any rights to indemnification Executive may have in connection with Executive’s actions taken in the course of his/her duties with Axesstel. This release shall not exclusivelyapply to any claims that may not be waived as a matter of applicable law. 3.1 As part of this general release, Executive expressly releases, waives and relinquishes all claims regarding offenses that have occurred as rights under Section 1542 of the date California Civil Code which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. ” Executive acknowledges that he/she may later discover facts in addition to or different from those which Executive now knows, or believes to be true, with respect to any of the subject matters of this Release, including claims arising out of the but that it is nevertheless Executive’s employment intention to settle and the termination of release any and all Claims released herein. 3.2 Executive warrants and represents that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on there is not now pending any alleged breach of a duty arising in contract or tortaction, complaint, petition, executive charge, grievance, or any alleged unlawful actother form of administrative, includinglegal or arbitral proceeding by Executive against Axesstel and further warrants and represents that no such proceeding of any kind shall be instituted by or on Executive’s behalf based upon any and all Claims released herein. 3.3 Executive expressly acknowledges, without limitationunderstands and agrees that this Release includes a waiver and release of all claims which Executive has or may have under the Age Discrimination in Employment Act of 1967, discrimination as amended, 29 U.S.C. §621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Release: (i) Executive is advised to consult an attorney before signing this Release; (ii) Executive is granted twenty-one (21) days after he/she is presented with this Release to decide whether or harassment, any other claim or cause not to sign this Release; (iii) Executive will have the right to revoke the waiver and release of actionclaims under the ADEA within seven (7) days of signing this Release, and regardless this Release shall not become effective and enforceable until that revocation period has expired without such revocation; (iv) Executive hereby acknowledges and agrees that he/she is knowingly and voluntarily waiving and releasing Executive’s rights and claims in exchange for consideration (something of value) in addition to anything of value to which he/she is already entitled; and (v) Nothing in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive Claims are not released: (a) claims for indemnification due under Section 7237 validity of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; (c) claims for indemnification this waiver under the Company’s By-LawsADEA, nor does it impose any condition precedent, penalties or otherwise; (d) any rights to coverage under any Company Director’s and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. costs from doing so, unless specifically authorized by federal law.

Executive’s Release of Claims. In consideration of exchange for the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits Company’s promises set forth thereinherein, the all of which are good and valuable consideration, Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officersagents, employees, shareholders, directors, employeesofficers, agents, affiliates and representatives successors of and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from any and all charges, complaintsrights, claims, actions, demands, causes of action, obligations, attorneys’ fees, costs, damages, and liabilities of any whatever kind or nature whatsoevernature, in law or in equity, that Executive may have (whether known or unknownnot known) (except for his claims to indemnification to the extent permitted under the Company’s bylaws or pre-existing indemnification agreements or as permitted by California law or as may be available to Executive under the Company’s directors’ and officers’ liability insurance coverage) and except as provided in this Agreement and the Executive’s stock option agreements and Change of Control Severance Agreement (collectively, suspected or unsuspected (hereinafter referred to as “Executive Claims”), which the Executive at any time had or claims accruing to have or which the Executive at any time may have or claim to have regarding incidents that have occurred him as of the date of this ReleaseExecution Date, includingthat he has ever had, without limitation, any and all Executive including but not limited to Claims relating to the Executive’s employment or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those based on and/or arising under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991as amended, the The Americans with Disabilities Act, state and federal family leave actsThe Family Medical Leave Act, The Equal Pay Act, The Employee Retirement Income Security Act, The Fair Labor Standards Act, and/or the California Fair Employment and Housing Act; The California Constitution, the Employee Retirement Income Security ActThe California Government Code, The California Labor Code, The Industrial Welfare Commission’s Orders, The Securities Act of 1933, The Securities Exchange Act of 1934 and any and all federal other Claims he may have under any other federal, state or local Constitution, Statute, Ordinance and/or Regulation; and state executive orders and all other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknown, and specifically arising under common law including but not exclusivelylimited to tort, all claims regarding offenses that have occurred as of the date of this Releaseexpress and/or implied contract and/or quasi-contract, including claims arising out of the or, in any way, related to Executive’s employment and the termination of that employment previous relationship with the CompanyCompany as an employee or director. All such claims Furthermore, Executive acknowledges that he is waiving and releasing any rights he may have under the Older Workers Benefit Protection Act, Age Discrimination in Employment Act of 1967 (including related attorneys’ fees “ADEA”), as amended, and costs) are forever barred that this waiver and release is knowing and voluntary. Executive acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further acknowledges that he has been advised by this Release writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has at least twenty-one (21) days within which to consider this Agreement; (c) he has up to seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; and (d) this Agreement shall not be effective until the revocation period in Section 18(c) has expired without regard to whether those claims are based on any alleged breach revocation of a duty arising in contract or tort, or any alleged unlawful act, including, without limitation, discrimination or harassment, any other claim or cause of action, and regardless of the forum in which it might be broughtthis Agreement. The foregoing notwithstanding, the parties understand Company and Executive agree that the following Executive Claims are not release set forth in this Section 18 shall be and remain in effect in all respects as a complete general release as to the matters released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; (c) claims for indemnification under the Company’s By-Laws, or otherwise; (d) any rights to coverage under any Company Director’s and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. .

Executive’s Release of Claims. In consideration of exchange for the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits Company's promises set forth thereinherein, the all of which are good and valuable consideration, Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company, Company of and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from any and all charges, complaintsrights, claims, actions, demands, causes of action, obligations, attorneys' fees, costs, damages, and liabilities of any whatever kind or nature whatsoevernature, in law or in equity, that Executive may have (whether known or unknownnot known) (except for his claims to indemnification to the extent permitted under the Company's bylaws or pre-existing indemnification agreements or as permitted by California law or as may be available to Executive under the Company's directors' and officers' liability insurance coverage) and except as provided in this Agreement and the Executive's stock option agreements (collectively, suspected or unsuspected (hereinafter referred to as “Executive "Claims”"), which the Executive at any time had or claims accruing to have or which the Executive at any time may have or claim to have regarding incidents that have occurred him as of the date of this ReleaseEffective Date, includingthat he has ever had, without limitation, any and all Executive including but not limited to Claims relating to the Executive’s employment or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those based on and/or arising under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991as amended, the The Americans with Disabilities Act, state and federal family leave actsThe Family Medical Leave Act, The Equal Pay Act, The Employee Retirement Income Security Act, The Fair Labor Standards Act, and/or the California Fair Employment and Housing Act; The California Constitution, the Employee Retirement Income Security ActThe California Government Code, The California Labor Code, The Industrial Welfare Commission's Orders, The Securities Act of 1933, The Securities Exchange Act of 1934 and any and all federal other Claims he may have under any other federal, state or local Constitution, Statute, Ordinance and/or Regulation; and state executive orders and all other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknown, and specifically arising under common law including but not exclusivelylimited to tort, all claims regarding offenses that have occurred as of the date of this Releaseexpress and/or implied contract and/or quasi-contract, including claims arising out of the or, in any way, related to Executive’s employment and the termination of that employment 's previous relationship with the CompanyCompany as an employee or director. All such claims Furthermore, Executive acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (including related attorneys’ fees "ADEA"), as amended, and costs) are forever barred that this waiver and release is knowing and voluntary. Executive acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further acknowledges that he has been advised by this Release without regard writing that: (a) he should consult with an attorney prior to whether those claims are based on any alleged breach executing this Agreement; (b) he has at least twenty-one (21) days within which to consider this Agreement; (c) he has up to seven (7) days following the execution of a duty arising this Agreement by the parties to revoke the Agreement; and (d) this Agreement shall not be effective until the revocation period in contract or tort, or any alleged unlawful act, including, without limitation, discrimination or harassment, any other claim or cause of action, and regardless of the forum in which it might be broughtSection 19(c) has expired. The foregoing notwithstanding, the parties understand Company and Executive agree that the following Executive Claims are not release set forth in this Section 19 shall be and remain in effect in all respects as a complete general release as to the matters released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; (c) claims for indemnification under the Company’s By-Laws, or otherwise; (d) any rights to coverage under any Company Director’s and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. .

Executive’s Release of Claims. In consideration of the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits set forth therein, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby expressly covenants not to xxx and irrevocably and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from waives any and all charges, complaints, claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and liabilities causes of action (“Claims”), whether now known or unknown, suspected or unsuspected, whether in law, in equity or in arbitration, of any kind or nature whatsoever, known which Executive has or unknownclaims to have, suspected now or unsuspected hereafter, against the Company and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its or their respective past or present officers, directors, trustees, shareholders, agents, employees, attorneys, insurers, representatives (hereinafter referred to as collectively, the “Executive ClaimsReleasees”), which the including, but not limited to, any Claims arising out of or relating in any way to any rights arising out of alleged violations of any contracts Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of entered into with the date of this Release, Company (including, without limitationbut not limited to, any the Severance Agreement and all Executive Claims relating to the Plan), express or implied, and Executive’s employment or at the Company and the termination thereof. Without limiting the foregoing, Executive hereby acknowledges and agrees that the Claims released by this Release include, but are not limited to, Claims arising out of the Executive’s employment with any state or federal whistleblower statute or regulation, or any tort including defamation, or any legal restrictions on the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising under the Age Discrimination in Employment Act of 1967’s right to terminate employees, the United States and California Constitutionsor any federal, California common lawstate or other governmental statute, regulation or ordinance, including without limitation: Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 19911967, the Americans with Disabilities ActFederal Worker Adjustment and Retraining Notification Act (or any similar state, state and federal family leave actslocal or foreign law), the Employee Retirement Income Security Act of 1974, as amended, the California Fair Employment and Housing Act, the Employee Retirement Income Security Americans With Disabilities Act, A-2 the Fair Labor Standards Act (including the Equal Pay Act), the California Constitution, the California Labor Code, the Family Medical Leave Act, the California Family Rights Act, the Genetic Information Non-Discrimination Act, the National Labor Relations Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the False Claims Act, the Xxxxxxxx-Xxxxx Act, the California Business and Professions Code, the Older Workers Benefit Protection Act (the “OWBPA”), California statutory or common law, the Orders of the California Industrial Welfare Commission regulating wages, hours, and working conditions, and federal statutory law, or any Claim for severance pay, bonus, sick leave, disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit. Nothing in this Release shall limit in any way Executive’s right under California Workers’ Compensation laws to file or pursue any workers’ compensation claim. Nothing herein shall release any rights to indemnification Executive may have in connection with Executive’s actions taken in the course of his/her duties with the Company. This Release shall not apply to any Claims that may not be waived as a matter of applicable law. Executive understands that Executive is not releasing or giving up any Claims for any events or actions that happen after his/her Separation Date. Executive acknowledges that he/she may participate in any manner in any investigation of a charge or complaint by any local, state, or federal agency, but that he/she has waived any Claim or right to receive damages or compensation on the basis of any such charge, complaint or investigation. This Release also does not waive any right that may not be released by private agreement. (a) It is understood and agreed that this is a full, complete and final general release of any and all federal claims described above and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include agrees that it shall apply to all actions, claims and grievances, whether actual or potential, known or unknown, unanticipated, unsuspected and specifically but not exclusivelyundisclosed claims, demands, liabilities, actions or causes of action, in law, equity or otherwise, as well as those which are now known, anticipated, suspected or disclosed. As part of this general release, Executive expressly releases, waives and relinquishes all claims regarding offenses that have occurred as rights under Section 1542 of the date California Civil Code which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Executive hereby expressly waives and relinquishes all rights and benefits under any law or legal principle of similar effect to Section 1542 of the California Civil Code in any jurisdiction with respect to the release granted in this Release. Executive acknowledges that he/she may later discover facts in addition to or different from those which Executive now knows, or believes to be true, with respect to any of the subject matters of this Release, including claims arising out of the but that it is nevertheless Executive’s employment intention to settle and release any and all Claims released herein. (b) Executive warrants and represents that there is not now pending any action, complaint, petition, Executive charge, grievance, or any other form of administrative, legal or arbitral proceeding by Executive against the termination of that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are Company based on any alleged breach event(s) occurring through the date of the execution of this Release and further warrants and represents that no such proceeding of any kind shall be instituted by or on Executive’s behalf based upon any and all Claims released herein. Executive also represents and agrees that Executive will not in the future, file, participate in, encourage, instigate or assist in the prosecution of any claim, complaints or charges or in any lawsuit A-3 by any party in any state or federal court against any of the Releasees unless such aid or assistance is ordered by a duty arising in contract court or tortgovernment agency or sought by compulsory legal process (e.g., a subpoena), claiming that any of the Releasees have violated any local, state, or federal laws based upon events occurring through the date of the execution of this Release. Nothing in this Release shall be construed as prohibiting Executive from making a future claim with or cooperating with the Equal Employment Opportunity Commission or any alleged unlawful actsimilar state or federal agency; provided, includinghowever, without limitationthat should Executive pursue such an administrative action against any of the Releasees, discrimination or harassmentto the maximum extent allowed by law, Executive acknowledges and agrees that Executive will not seek, nor will Executive be entitled to recover, any other claim or cause of action, and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive Claims are not released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; monetary damages from any such proceeding. (c) Executive expressly acknowledges, understands and agrees that this Release includes a waiver and release of all claims for indemnification which Executive has or may have under the Company’s By-LawsAge Discrimination in Employment Act of 1967, or otherwise; as amended, 29 U.S.C. §621, et seq. (d“ADEA”). The following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Release: (i) any rights Executive acknowledges that this paragraph and this Release, the Severance Agreement, and the Plan are written in a manner calculated to coverage under any Company Director’s and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. be understood by Executive.

Executive’s Release of Claims. In consideration of the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits set forth therein, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “Executive Claims”), which the Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of the date of this Release, including, without limitation, any and all Executive Claims relating to the Executive’s employment or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, state and federal family leave acts, the California Fair Employment and Housing Act, the Employee Retirement Income Security Act, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknown, and specifically but not exclusively, all claims regarding offenses that have occurred as of the date of this Release, including claims arising out of the Executive’s employment and the termination of that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on any alleged breach of a duty arising in contract or tort, or any alleged unlawful act, including, without limitation, discrimination or harassment, any other claim or cause of action, and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive Claims are not released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; (c) claims for indemnification under the Company’s By-Laws, or otherwise; (d) any rights to coverage under any Company Director’s and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. .

Executive’s Release of Claims. In consideration of the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits set forth therein, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably expressly covenants not to sue and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from waives any and all charges, complaints, claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and liabilities causes of action (“Claims”), whether now known or unknown, suspected or unsuspected, whether in law, in equity or in arbitration, of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “which Executive Claims”), which the Executive at any time had has or claims to have have, now or which hereafter, against the Executive at Company and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any time may have of its or claim to have regarding incidents that have occurred as of their respective past or present officers, directors, trustees, shareholders, agents, employees, attorneys, insurers, representatives (collectively, the date of this ReleaseReleasees), including, without limitationbut not limited to, any Claims arising out of or relating in any way to Executive’s employment at the Company and the termination thereof. Without limiting the foregoing, Executive hereby acknowledges and agrees that the Claims released by this Release include, but are not limited to, any and all Executive Claims relating to the Executive’s employment claims which arise or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising could arise under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 19911967, the Americans with Disabilities ActFederal Worker Adjustment and Retraining Notification Act (or any similar state, state and federal family leave actslocal or foreign law), the Employee Retirement Income Security Act of 1974, as amended, the California Fair Employment and Housing Act, California statutory or common law, the Employee Retirement Income Security ActOrders of the California Industrial Welfare Commission regulating wages, hours, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknownworking conditions, and specifically but federal statutory law, or any Claim for severance pay, bonus, sick leave, disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit. Nothing in this Release shall limit in any way Executive’s right under California Workers’ Compensation laws to file or pursue any workers’ compensation claim. Nothing herein shall release any rights to indemnification Executive may have in connection with Executive's actions taken in the course of his/her duties with the Company. This release shall not exclusivelyapply to any claims that may not be waived as a matter of applicable law. (a) As part of this general release, Executive expressly releases, waives and relinquishes all claims regarding offenses that have occurred as rights under Section 1542 of the date California Civil Code which states: “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 HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Executive acknowledges that he/she may later discover facts in addition to or different from those which Executive now knows, or believes to be true, with respect to any of the subject matters of this Release, including claims arising out of the but that it is nevertheless Executive’s employment intention to settle and the termination of release any and all Claims released herein. (b) Executive warrants and represents that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on there is not now pending any alleged breach of a duty arising in contract or tortaction; complaint, petition Executive charge, grievance, or any alleged unlawful actother form of administrative, including, without limitation, discrimination legal or harassment, arbitral proceeding by Executive against the Company and further warrants and represents that no such proceeding of any other claim kind shall be instituted by or cause of action, on Executive’s behalf based upon any and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive all Claims are not released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; released herein. (c) Executive expressly acknowledges, understands and agrees that this Release includes a waiver and release of all claims for indemnification which Executive has or may have under the Company’s ByAge Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Release: (i) Executive is advised to consult an attorney before signing this Release; (ii) Executive is granted twenty-Laws, one (21) days after he/she is presented with this Release to decide whether or otherwise; not to sign this Release; (diii) any rights Executive will have the right to coverage under any Company Director’s revoke the waiver and Officers liability policy; (e) release of claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. ADEA within seven (7) days of signing this Release, and this Release shall not become effective and enforceable until that revocation period has expired without such revocation; (iv) Executive hereby acknowledges and agrees that he/she is knowingly and voluntarily waiving and releasing Executive’s rights and claims in exchange for consideration (something of value) in addition to anything of value to which he/she is already entitled; and (v) Nothing in this Release 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.

Executive’s Release of Claims. In consideration As of the benefits under Section 9 Effective Date of the Employment Agreement and any reference to rights or benefits set forth thereinthis Release, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably expressly covenants not to xxx and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from waives any and all charges, complaints, claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and liabilities causes of action (collectively, “Claims”), whether now known or unknown, suspected or unsuspected, whether in law, in equity or in arbitration, of any kind or nature whatsoever, known which Executive has or unknownclaims to have, suspected now or unsuspected hereafter, against the Company and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its or their respective past or present officers, directors, trustees, stockholders, agents, employees, attorneys, insurers, representatives (hereinafter referred to as collectively, the “Executive ClaimsReleasees”), which the Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of the date of this Release, including, without limitationbut not limited to, any Claims arising out of or relating in any way to Executive’s employment at the Company and the termination thereof. Without limiting the foregoing, Executive hereby acknowledges and agrees that the Claims released by this Release include, but are not limited to, any and all Executive Claims relating to the Executive’s employment claims which arise or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising could arise under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 19911967, the Americans with Disabilities ActFederal Worker Adjustment and Retraining Notification Act (or any similar state, state and federal family leave actslocal or foreign law), the Employee Retirement Income Security Act of 1974, as amended, the California Fair Employment and Housing Act, California statutory or common law, the Employee Retirement Income Security ActOrders of the California Industrial Welfare Commission regulating wages, hours, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknownworking conditions, and specifically but federal statutory law, or any Claim for severance pay, bonus, sick leave, disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit. Nothing in this Release shall limit in any way Executive’s right under California Workers’ Compensation laws to file or pursue any workers’ compensation claim. Nothing herein shall release any rights to indemnification Executive may have in connection with Executive’s actions legitimately taken in the course of his duties with the Company. This release shall not exclusivelyapply to any claims that may not be waived as a matter of applicable law. (a) As part of this general release, Executive expressly releases, waives and relinquishes all claims regarding offenses that have occurred as rights under Section 1542 of the date California Civil Code which states: “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 HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Executive acknowledges that he/she may later discover facts in addition to or different from those which Executive now knows, or believes to be true, with respect to any of the subject matters of this Release, including claims arising out of the but that it is nevertheless Executive’s employment intention to settle and the termination of release any and all Claims released herein. (b) Executive warrants and represents that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on there is not now pending any alleged breach of a duty arising in contract or tortaction, complaint, petition, Executive charge, grievance, or any alleged unlawful actother form of administrative, including, without limitation, discrimination legal or harassment, arbitral proceeding by Executive against the Company and further warrants and represents that no such proceeding of any other claim kind shall be instituted by or cause of action, on Executive’s behalf based upon any and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive all Claims are not released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; released herein. (c) Executive expressly acknowledges, understands and agrees that this Release includes a waiver and release of all claims for indemnification which Executive has or may have under the Company’s ByAge Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Release: (i) Executive was advised to consult an attorney before signing this Release; (ii) Executive was granted at least twenty-Laws, one (21) days after he/she was presented with this Release to decide whether or otherwise; not to sign this Release; (diii) any rights Executive will have the right to coverage under any Company Director’s revoke the waiver and Officers liability policy; (e) release of claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment AgreementADEA within seven (7) days of his signing this Release, and this Release shall not become effective and enforceable until that revocation period has expired without such revocation; (iv) Executive hereby acknowledges and agrees that he/she is knowingly and voluntarily waiving and releasing Executive’s rights and claims in exchange for consideration (something of value) in addition to anything of value to which he/she is already entitled; and (v) Nothing in this Release 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. Therefore, Executive may unilaterally revoke this Release at any time up to seven (7) calendar days following his execution of the Release, and this Release shall not become effective or enforceable until the revocation period has expired which is at 12:00:01 a.m. on the eighth day following his execution of this Release (“Effective Date”). If Executive elects to revoke this Release, such revocation must be in writing addressed to the Secretary of the Company, and received by him/her via facsimile or email no later than the end of the seventh day after Executive signed this Release.

Executive’s Release of Claims. In consideration of the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits set forth therein, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby expressly covenants not to xxx and irrevocably and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from waives any and all charges, complaints, claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and liabilities causes of action (“Claims”), whether now known or unknown, suspected or unsuspected, whether in law, in equity or in arbitration, of any kind or nature whatsoever, known which Executive has or unknownclaims to have, suspected now or unsuspected hereafter, against the Company and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its or their respective past or present officers, directors, trustees, shareholders, agents, employees, attorneys, insurers, representatives (hereinafter referred to as collectively, the “Executive ClaimsReleasees”), which the including, but not limited to, any Claims arising out of or relating in any way to any rights arising out of alleged violations of any contracts Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of entered into with the date of this Release, Company (including, without limitationbut not limited to, any the Severance Agreement and all Executive Claims relating to the Plan), express or implied, and Executive’s employment or at the Company and the termination thereof. Without limiting the foregoing, Executive hereby acknowledges and agrees that the Claims released by this Release include, but are not limited to, Claims arising out of the Executive’s employment with any state or federal whistleblower statute or regulation, or any tort including defamation, or any legal restrictions on the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising under the Age Discrimination in Employment Act of 1967’s right to terminate employees, the United States and California Constitutionsor any federal, California common lawstate or other governmental statute, regulation or ordinance, including without limitation: Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 19911967, the Americans with Disabilities ActFederal Worker Adjustment and Retraining Notification Act (or any similar state, state and federal family leave actslocal or foreign law), the Employee Retirement Income Security Act of 1974, as amended, the California Fair Employment and Housing Act, the Employee Retirement Income Security Americans With Disabilities Act, A-2 the Fair Labor Standards Act (including the Equal Pay Act), the California Constitution, the California Labor Code, the Family Medical Leave Act, the California Family Rights Act, the Genetic Information Non-Discrimination Act, the National Labor Relations Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Fair Credit Reporting Act, the False Claims Act, the Xxxxxxxx-Xxxxx Act, the California Business and Professions Code, the Older Workers Benefit Protection Act (the “OWBPA”), California statutory or common law, the Orders of the California Industrial Welfare Commission regulating wages, hours, and working conditions, and federal statutory law, or any Claim for severance pay, bonus, sick leave, disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit. Nothing in this Release shall limit in any way Executive’s right under California Workers’ Compensation laws to file or pursue any workers’ compensation claim. Nothing herein shall release any rights to indemnification Executive may have in connection with Executive’s actions taken in the course of his/her duties with the Company. This Release shall not apply to any Claims that may not be waived as a matter of applicable law. Executive understands that Executive is not releasing or giving up any Claims for any events or actions that happen after his/her Separation Date. Executive acknowledges that he/she may participate in any manner in any investigation of a charge or complaint by any local, state, or federal agency, but that he/she has waived any Claim or right to receive damages or compensation on the basis of any such charge, complaint or investigation. This Release also does not waive any right that may not be released by private agreement. (a) It is understood and agreed that this is a full, complete and final general release of any and all federal claims described above and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include agrees that it shall apply to all actions, claims and grievances, whether actual or potential, known or unknown, unanticipated, unsuspected and specifically but not exclusivelyundisclosed claims, demands, liabilities, actions or causes of action, in law, equity or otherwise, as well as those which are now known, anticipated, suspected or disclosed. As part of this general release, Executive expressly releases, waives and relinquishes all claims regarding offenses that have occurred as rights under Section 1542 of the date California Civil Code which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Executive hereby expressly waives and relinquishes all rights and benefits under any law or legal principle of similar effect to Section 1542 of the California Civil Code in any jurisdiction with respect to the release granted in this Release. Executive acknowledges that he/she may later discover facts in addition to or different from those which Executive now knows, or believes to be true, with respect to any of the subject matters of this Release, including claims arising out of the but that it is nevertheless Executive’s employment intention to settle and release any and all Claims released herein. (b) Executive warrants and represents that there is not now pending any action, complaint, petition, Executive charge, grievance, or any other form of administrative, legal or arbitral proceeding by Executive against the termination of that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are Company based on any alleged breach event(s) occurring through the date of the execution of this Release and further warrants and represents that no such proceeding of any kind shall be instituted by or on Executive’s behalf based upon any and all Claims released herein. Executive also represents and agrees that Executive will not in the future, file, participate in, encourage, instigate or assist in the prosecution of any claim, complaints or charges or in any lawsuit by any party in any state or federal court against any of the Releasees unless such aid or assistance is ordered by a duty arising in contract court or tortgovernment agency or sought by compulsory legal process (e.g., a subpoena), claiming that any of the Releasees have violated any local, state, or federal laws based upon events occurring through the date of the execution of this Release. Nothing in this Release shall be construed as prohibiting Executive from making a future claim with or cooperating with the Equal Employment Opportunity Commission or any alleged unlawful actsimilar state or federal agency; provided, includinghowever, without limitationthat should Executive pursue such an administrative action against any of the Releasees, discrimination or harassmentto the maximum extent allowed by law, Executive acknowledges and agrees that Executive will not seek, nor will Executive be entitled to recover, any other claim or cause of action, and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive Claims are not released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; monetary damages from any such proceeding. (c) Executive expressly acknowledges, understands and agrees that this Release includes a waiver and release of all claims for indemnification which Executive has or may have under the Company’s By-LawsAge Discrimination in Employment Act of 1967, or otherwise; as amended, 29 U.S.C. §621, et seq. (d“ADEA”). The following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Release: (i) any rights Executive acknowledges that this paragraph and this Release, the Severance Agreement, and the Plan are written in a manner calculated to coverage under any Company Director’s be understood by Executive. (ii) The waiver and Officers liability policy; (e) release of claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment ADEA contained in this Release does not cover rights or claims that may arise after the date on which Executive signs this Release. (iii) Executive is advised to consult an attorney before signing this Release. (iv) Executive is granted twenty-one (21) days after he/she is presented with this Release to decide whether or not to sign this Release (although Executive may elect not to use the full twenty-one (21) day period). Executive understands and agrees that this Release will be automatically withdrawn by the Company if Executive does not accept and deliver this Release to the General Counsel of the Company within the twenty-one (21) day period. (v) Executive will have the right to revoke the waiver and release of claims under the ADEA within seven (7) days of signing this Release. In the event this Release is revoked, Executive understands that this Release will be null and void, and he/she will not be entitled to receive the severance payments and benefits specified in Sections 2(a), 2(b), 2(c) and 2(d) of the Severance Agreement. If Executive wishes to revoke this Release, Executive shall deliver written notice to the General Counsel of the Company stating his/her intent to revoke this Release on or before 11:59 p.m. on the seventh (7th) day after he/she signs the Release. Receipt by the General Counsel of proper and timely notice of revocation from Executive cancels and voids this Release. If Executive does not provide a timely notice of revocation, this Release will become effective, irrevocable, binding and enforceable on the eighth (8th) day after Executive signs the Release. (vi) Executive hereby acknowledges and agrees that he/she is knowingly and voluntarily waiving and releasing Executive’s rights and claims in exchange for consideration (something of value) in addition to anything of value to which he/she is already entitled. (vii) Nothing in this Release 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.

Executive’s Release of Claims. In consideration As of the benefits under Section 9 Effective Date of the Employment Agreement and any reference to rights or benefits set forth thereinthis Release, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably expressly covenants not to xxx and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from waives any and all charges, complaints, claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and liabilities causes of action (collectively, "Claims"), whether now known or unknown, suspected or unsuspected, whether in law, in equity or in arbitration, of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “which Executive Claims”), which the Executive at any time had has or claims to have have, now or which hereafter, against the Executive at Company and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any time may have of its or claim to have regarding incidents that have occurred as of their respective past or present officers, directors, trustees, stockholders, agents, employees, attorneys, insurers, representatives (collectively, the date of this Release"Releasees"), including, without limitationbut not limited to, any Claims arising out of or relating in any way to Executive’s employment at the Company and the termination thereof. Without limiting the foregoing, Executive hereby acknowledges and agrees that the Claims released by this Release include, but are not limited to, any and all Executive Claims relating to the Executive’s employment claims which arise or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising could arise under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 19911967, the Americans with Disabilities ActFederal Worker Adjustment and Retraining Notification Act (or any similar state, state and federal family leave actslocal or foreign law), the Employee Retirement Income Security Act of 1974, as amended, the California Fair Employment and Housing Act, California statutory or common law, the Employee Retirement Income Security ActOrders of the California Industrial Welfare Commission regulating wages, hours, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknownworking conditions, and specifically but federal statutory law, or any Claim for severance pay, bonus, sick leave, disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit. Nothing in this Release shall limit in any way Executive’s right under California Workers’ Compensation laws to file or pursue any workers’ compensation claim. Nothing herein shall release any rights to indemnification Executive may have in connection with Executive’s actions legitimately taken in the course of his/her duties with the Company. This release shall not exclusivelyapply to any claims that may not be waived as a matter of applicable law. (a) As part of this general release, Executive expressly releases, waives and relinquishes all claims regarding offenses that have occurred as rights under Section 1542 of the date California Civil Code which states: “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 HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Executive acknowledges that he/she may later discover facts in addition to or different from those which Executive now knows, or believes to be true, with respect to any of the subject matters of this Release, including claims arising out of the but that it is nevertheless Executive’s employment intention to settle and the termination of release any and all Claims released herein. (b) Executive warrants and represents that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on there is not now pending any alleged breach of a duty arising in contract or tortaction, complaint, petition, Executive charge, grievance, or any alleged unlawful actother form of administrative, including, without limitation, discrimination legal or harassment, arbitral proceeding by Executive against the Company and further warrants and represents that no such proceeding of any other claim kind shall be instituted by or cause of action, on Executive’s behalf based upon any and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive all Claims are not released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; released herein. (c) Executive expressly acknowledges, understands and agrees that this Release includes a waiver and release of all claims for indemnification which Executive has or may have under the Company’s ByAge Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Release: (i) Executive was advised to consult an attorney before signing this Release; (ii) Executive was granted at least twenty-Laws, one (21) days after he/she was presented with this Release to decide whether or otherwise; not to sign this Release; (diii) any rights Executive will have the right to coverage under any Company Director’s revoke the waiver and Officers liability policy; (e) release of claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment AgreementADEA within seven (7) days of his/her signing this Release, and this Release shall not become effective and enforceable until that revocation period has expired without such revocation; (iv) Executive hereby acknowledges and agrees that he/she is knowingly and voluntarily waiving and releasing Executive’s rights and claims in exchange for consideration (something of value) in addition to anything of value to which he/she is already entitled; and (v) Nothing in this Release 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. Therefore, Executive may unilaterally revoke this Release at any time up to seven (7) calendar days following his/her execution of the Release, and this Release shall not become effective or enforceable until the revocation period has expired which is at 12:00:01 a.m. on the eighth day following his/her execution of this Release ("Effective Date"). If Executive elects to revoke this Release, such revocation must be in writing addressed to [____________], and received by him/her via facsimile or email no later than the end of the seventh day after Executive signed this Release.

Executive’s Release of Claims. In consideration of the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits set forth therein, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably expressly covenants not to xxx and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from waives any and all charges, complaints, claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and liabilities causes of action (“Claims”), whether now known or unknown, suspected or unsuspected, whether at law or in equity, of any kind or nature whatsoever, known which Executive has or unknownclaims to have, suspected now or unsuspected hereafter, against Axesstel and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its or their respective past or present officers, directors, trustees, shareholders, agents, employees, attorneys, insurers, representatives (hereinafter referred to as collectively, the “Executive ClaimsReleasees”), which the Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of the date of this Release, including, without limitationbut not limited to, any Claims arising out of or relating in any way to Executive’s employment at Axesstel and the termination thereof. Executive hereby acknowledges and agrees that the Claims released by this Release include, but are not limited to, any and all Executive Claims relating to the Executive’s employment which arise or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising could arise under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 19911967, the Americans with Disabilities ActFederal Worker Adjustment and Retraining Notification Act (or any similar state, state and federal family leave actslocal or foreign law), the California Fair Employment and Housing Act, California statutory or common law, the Employee Retirement Income Security ActOrders of the California Industrial Welfare Commission regulating wages, hours, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknownworking conditions, and specifically but federal statutory law, or any Claim for severance pay, bonus, sick leave, disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit. Nothing in this Release shall limit in any way Executive’s right under California Workers’ Compensation laws to file or pursue any workers’ compensation claim or any rights to indemnification Executive may have in connection with Executive’s actions taken in the course of his/her duties with Axesstel. This release shall not exclusivelyapply to any claims that may not be waived as a matter of applicable law. 3.1 As part of this general release, Executive expressly releases, waives and relinquishes all claims regarding offenses that have occurred as rights under Section 1542 of the date California Civil Code which states: Executive acknowledges that he/she may later discover facts in addition to or different from those which Executive now knows, or believes to be true, with respect to any of the subject matters of this Release, including claims arising out of the but that it is nevertheless Executive’s employment intention to settle and the termination of release any and all Claims released herein. 3.2 Executive warrants and represents that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on there is not now pending any alleged breach of a duty arising in contract or tortaction, complaint, petition, executive charge, grievance, or any alleged unlawful actother form of administrative, includinglegal or arbitral proceeding by Executive against Axesstel and further warrants and represents that no such proceeding of any kind shall be instituted by or on Executive’s behalf based upon any and all Claims released herein. 3.3 Executive expressly acknowledges, without limitationunderstands and agrees that this Release includes a waiver and release of all claims which Executive has or may have under the Age Discrimination in Employment Act of 1967, discrimination as amended, 29 U.S.C. §621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Release: (i) Executive is advised to consult an attorney before signing this Release; (ii) Executive is granted twenty-one (21) days after he/she is presented with this Release to decide whether or harassment, any other claim or cause not to sign this Release; (iii) Executive will have the right to revoke the waiver and release of actionclaims under the ADEA within seven (7) days of signing this Release, and regardless this Release shall not become effective and enforceable until that revocation period has expired without such revocation; (iv) Executive hereby acknowledges and agrees that he/she is knowingly and voluntarily waiving and releasing Executive’s rights and claims in exchange for consideration (something of value) in addition to anything of value to which he/she is already entitled; and (v) Nothing in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive Claims are not released: (a) claims for indemnification due under Section 7237 validity of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; (c) claims for indemnification this waiver under the Company’s By-LawsADEA, nor does it impose any condition precedent, penalties or otherwise; (d) any rights to coverage under any Company Director’s and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. costs from doing so, unless specifically authorized by federal law.

Executive’s Release of Claims. In consideration of exchange for the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits Company's promises set forth thereinherein, the all of which are good and valuable consideration, Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably agrees not to xxx and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officersagents, employees, shareholders, directors, employees, agents, officers and representatives successors of and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from any and all charges, complaintsrights, claims, actions, demands, causes of action, obligations, attorneys' fees, costs, damages, and liabilities of any whatever kind or nature whatsoevernature, in law or in equity, that Executive may have (whether known or unknownnot known) (except for his claims to indemnification to the extent permitted under the Company's bylaws or pre-existing indemnification agreements or as permitted by California law or as may be available to Executive under the Company's directors' and officers' liability insurance coverage) (collectively, suspected or unsuspected (hereinafter referred to as “Executive "Claims”"), which the Executive at any time had or claims accruing to have or which the Executive at any time may have or claim to have regarding incidents that have occurred him as of the date of this ReleaseEffective Date, includingthat he has ever had, without limitation, any and all Executive including but not limited to Claims relating to the Executive’s employment or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those based on and/or arising under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991as amended, the The Americans with Disabilities Act, state and federal family leave actsThe Family Medical Leave Act, The Equal Pay Act, The Employee Retirement Income Security Act, The Fair Labor Standards Act, and/or the California Fair Employment and Housing Act; The California Constitution, the Employee Retirement Income Security ActThe California Government Code, The California Labor Code, The Industrial Welfare Commission's Orders, The Securities Act of 1933, The Securities Exchange Act of 1934 and any and all federal other Claims he may have under any other federal, state or local Constitution, Statute, Ordinance and/or Regulation; and state executive orders and all other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknown, and specifically arising under common law including but not exclusivelylimited to tort, all claims regarding offenses that have occurred as of the date of this Releaseexpress and/or implied contract and/or quasi-contract, including claims arising out of the or, in any way, related to Executive’s employment and the termination of that employment 's previous relationship with the CompanyCompany as an employee or director. All such claims Furthermore, Executive acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (including related attorneys’ fees "ADEA"), as amended, and costs) are forever barred that this waiver and release is knowing and voluntary. Executive acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further acknowledges that he has been advised by this Release without regard writing that: (a) he should consult with an attorney prior to whether those claims are based on any alleged breach executing this Agreement; (b) he has at least twenty-one (21) days within which to consider this Agreement; (c) he has up to seven (7) days following the execution of a duty arising this Agreement by the parties to revoke the Agreement; and (d) this Agreement shall not be effective until the revocation period in contract or tort, or any alleged unlawful act, including, without limitation, discrimination or harassment, any other claim or cause of action, and regardless of the forum in which it might be broughtSection 17(c) has expired. The foregoing notwithstanding, the parties understand Company and Executive agree that the following Executive Claims are not release set forth in this Section 17 shall be and remain in effect in all respects as a complete general release as to the matters released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; (c) claims for indemnification under the Company’s By-Laws, or otherwise; (d) any rights to coverage under any Company Director’s and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. .

Executive’s Release of Claims. In Executive agrees that the consideration provided for in this Agreement represents settlement in full of all outstanding obligations owed to Executive by the benefits under Section 9 Company. Executive, on behalf of the Employment Agreement himself and any reference to rights or benefits set forth thereinhis respective heirs, the Executive executors and assigns, hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably and unconditionally releases fully and forever discharges releases the Company, and each and all of its related entities Company and its officers, directors, employees, agentsinvestors, shareholders, administrators, predecessor and representatives and their successors successor corporations, and assigns, of and all persons acting by, through, under, or in concert with any of them, from any and all chargesclaim, complaintsduty, claims, and liabilities obligation or cause of action relating to any matters of any kind or nature whatsoeverkind, whether presently known or unknown, suspected or unsuspected (hereinafter referred to as “Executive Claims”)unsuspected, which the Executive at that any time had of them may possess arising from any omissions, acts or claims to have or which the Executive at any time may have or claim to have regarding incidents facts that have occurred as of up until and including the date of this Release, Effective Date including, without limitation, , (a) any and all Executive Claims claims relating to the or arising from Executive’s employment or relationship with the Company and the termination of the that relationship; (b) any and all claims relating to, or arising from, Executive’s employment with right to purchase, or actual purchase of shares of stock of the Company. It is expressly understood by the Executive that among the various rights ; (c) any and all claims being waived in this Release are those arising under the Age Discrimination in Employment Act for wrongful discharge of 1967employment; breach of contract, the United States both express and California Constitutionsimplied; breach of a covenant of good faith and fair dealing, California common lawboth express and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; and defamation; (d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities ActAct of 1990, state and federal family leave acts, the California Fair Employment and Housing Act, the Employee Retirement Income Security Act, and ; (e) any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknown, and specifically but not exclusively, all claims regarding offenses that have occurred as of the date of this Release, including claims arising out of the Executive’s any other laws and regulations relating to employment or employment discrimination; and (f) any and the termination of that employment with the Company. All such all claims (including related for attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on any alleged breach of a duty arising in contract or tort, or any alleged unlawful act, including, without limitation, discrimination or harassment, any other claim or cause of action, and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand Company and Executive agree that the following 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. This release does not extend to any obligations incurred under this Agreement or to Executive’s right to make claims against Company for disparaging remarks about Executive Claims are not released: (a) claims for indemnification due made by Company after the Termination Date. Nothing in this Agreement shall be construed as a waiver of Executive’s Indemnification rights under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; (c) claims for indemnification under the Company’s By-Laws, or otherwise; (d) any rights to coverage under any Company Director’s and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. 12 below.

Executive’s Release of Claims. In consideration exchange for the Company’s promises set forth herein, all of which are good and valuable consideration, Executive hereby releases and forever discharges the Company of and from any and all rights, claims, actions, demands, causes of action, obligations, attorneys’ fees, costs, damages, and liabilities of whatever kind or nature, in law or in equity, known to Executive (“Claims”), accruing to him as of the benefits above date of this Agreement, that he has ever had, arising out of or, in any way, related to Executive’s previous relationship with the Company, including but not limited to Claims based on and/or arising under Section 9 Title VII of the Civil Rights Act of 1964, as amended, The Americans with Disabilities Act, The Family Medical Leave Act, The Equal Pay Act, The Employee Retirement Income Security Act, The Fair Labor Standards Act, and/or the California Fair Employment Agreement and Housing Act; The California Constitution, The California Government Code, The California Labor Code, The Industrial Welfare Commission’s Orders and any reference and all other Claims he may have under any other federal, state or local Constitution, Statute, Ordinance and/or Regulation; and all other Claims arising under common law including but not limited to rights or benefits set forth thereintort, express and/or implied contract and/or quasi-contract, arising out of or, in any way, related to Executive’s previous relationship with the Executive hereby waives all Company, excepting his rights under Section 1542 21 of the Civil Code Consulting Agreement between the parties hereto. Furthermore, Executive acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, and that this waiver and release is knowing and voluntary. Claims not released include claims Executive may have against the Company for indemnification, and/or advancement of expenses for defense, by the Company under the Company’s certificate of incorporation, by-laws, indemnification agreements currently in effect or under applicable law, for actions of Executive while an employee, officer or director of the State Company as provided in the consulting Agreement. Executive acknowledges that the consideration given for this waiver and release is in addition to anything of Californiavalue to which Executive was already entitled. Section 1542 provides: Notwithstanding 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 at least twenty-one (21) days within which to consider this Agreement; (c) he has up to seven (7) days following the provisions execution of this Agreement by the parties to revoke the Agreement; and (d) this Agreement shall not be effective until the revocation period has expired (the “Effective Date”). Executive has read Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to which provides as “Executive Claims”), which the Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of the date of this Release, including, without limitation, any and all Executive Claims relating to the Executive’s employment or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, state and federal family leave acts, the California Fair Employment and Housing Act, the Employee Retirement Income Security Act, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknown, and specifically but not exclusively, all claims regarding offenses that have occurred as of the date of this Release, including claims arising out of the Executive’s employment and the termination of that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on any alleged breach of a duty arising in contract or tort, or any alleged unlawful act, including, without limitation, discrimination or harassment, any other claim or cause of action, and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive Claims are not released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; (c) claims for indemnification under the Company’s By-Laws, or otherwise; (d) any rights to coverage under any Company Director’s and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. .follows:

Executive’s Release of Claims. In consideration of the benefits under Section 9 of the Employment Agreement and any reference to rights or benefits set forth therein, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “Executive Claims”), which the Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of the date of this Release, including, without limitation, any and all Executive Claims relating to the Executive’s employment or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, state and federal family leave acts, the California Fair Employment and Housing Act, the Employee Retirement Income Security Act, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknown, and specifically but not exclusively, all claims regarding offenses that have occurred as of the date of this Release, including claims arising out of the Executive’s employment and the termination of that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on any alleged breach of a duty arising in contract or tort, or any alleged unlawful act, including, without limitation, discrimination or harassment, any other claim or cause of action, and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive Claims are not released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; (c) claims for indemnification under the Company’s By-Laws, or otherwise; (d) any rights to coverage under any Company Director’s and Officers liability policy; (e) claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment Agreement. .

Executive’s Release of Claims. In consideration As of the benefits under Section 9 Effective Date of the Employment Agreement and any reference to rights or benefits set forth thereinthis Release, the Executive hereby waives all rights under Section 1542 of the Civil Code of the State of California. Section 1542 provides: Notwithstanding the provisions of Section 1542 of the Civil Code of the State of California, the Executive hereby irrevocably expressly covenants not to xxx and unconditionally releases and forever discharges the Company, and each and all of its related entities and its officers, directors, employees, agents, and representatives and their successors and assigns, and all persons acting by, through, under, or in concert with any of them, from waives any and all charges, complaints, claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and liabilities causes of action (collectively, “Claims”), whether now known or unknown, suspected or unsuspected, whether in law, in equity or in arbitration, of any kind or nature whatsoever, known which Executive has or unknownclaims to have, suspected now or unsuspected hereafter, against the Company and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its or their respective past or present officers, directors, trustees, stockholders, agents, employees, attorneys, insurers, representatives (hereinafter referred to as collectively, the “Executive ClaimsReleasees”), which the Executive at any time had or claims to have or which the Executive at any time may have or claim to have regarding incidents that have occurred as of the date of this Release, including, without limitationbut not limited to, any Claims arising out of or relating in any way to Executive’s employment at the Company and the termination thereof. Without limiting the foregoing, Executive hereby acknowledges and agrees that the Claims released by this Release include, but are not limited to, any and all Executive Claims relating to the Executive’s employment claims which arise or the termination of the Executive’s employment with the Company. It is expressly understood by the Executive that among the various rights and claims being waived in this Release are those arising could arise under the Age Discrimination in Employment Act of 1967, the United States and California Constitutions, California common law, Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 19911967, the Americans with Disabilities ActFederal Worker Adjustment and Retraining Notification Act (or any similar state, state and federal family leave actslocal or foreign law), the Employee Retirement Income Security Act of 1974, as amended, the California Fair Employment and Housing Act, California statutory or common law, the Employee Retirement Income Security ActOrders of the California Industrial Welfare Commission regulating wages, hours, and any and all federal and state executive orders and other statutes and regulations. The parties understand that the waived Executive Claims include all actions, claims and grievances, whether actual or potential, known or unknownworking conditions, and specifically but federal statutory law, or any Claim for severance pay, bonus, sick leave, disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit. Nothing in this Release shall limit in any way Executive’s right under California Workers’ Compensation laws to file or pursue any workers’ compensation claim. Nothing herein shall release any rights to indemnification Executive may have in connection with Executive’s actions legitimately taken in the course of his duties with the Company. This release shall not exclusivelyapply to any claims that may not be waived as a matter of applicable law. (a) As part of this general release, Executive expressly releases, waives and relinquishes all claims regarding offenses that have occurred as rights under Section 1542 of the date California Civil Code which states: “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 HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Executive acknowledges that he may later discover facts in addition to or different from those which Executive now knows, or believes to be true, with respect to any of the subject matters of this Release, including claims arising out of the but that it is nevertheless Executive’s employment intention to settle and the termination of release any and all Claims released herein. (b) Executive warrants and represents that employment with the Company. All such claims (including related attorneys’ fees and costs) are forever barred by this Release without regard to whether those claims are based on there is not now pending any alleged breach of a duty arising in contract or tortaction, complaint, petition, Executive charge, grievance, or any alleged unlawful actother form of administrative, including, without limitation, discrimination legal or harassment, arbitral proceeding by Executive against the Company and further warrants and represents that no such proceeding of any other claim kind shall be instituted by or cause of action, on Executive’s behalf based upon any and regardless of the forum in which it might be brought. The foregoing notwithstanding, the parties understand and agree that the following Executive all Claims are not released: (a) claims for indemnification due under Section 7237 of the California Corporations Code; (b) claims for indemnification due under Section 2802 of the California Labor Code; released herein. (c) Executive expressly acknowledges, understands and agrees that this Release includes a waiver and release of all claims for indemnification which Executive has or may have under the Company’s ByAge Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Release: (i) Executive was advised to consult an attorney before signing this Release; (ii) Executive was granted at least twenty-Laws, one (21) days after he was presented with this Release to decide whether or otherwise; not to sign this Release; (diii) any rights Executive will have the right to coverage under any Company Director’s revoke the waiver and Officers liability policy; (e) release of claims for workers’ compensation benefits; (f) claims for unemployment insurance benefits; (g) claims for vested retirement benefits; and (h) claims for any benefits that the Executive has under the Employment AgreementADEA within seven (7) days of his signing this Release, and this Release shall not become effective and enforceable until that revocation period has expired without such revocation; (iv) Executive hereby acknowledges and agrees that he is knowingly and voluntarily waiving and releasing Executive’s rights and claims in exchange for consideration (something of value) in addition to anything of value to which he is already entitled; and (v) Nothing in this Release 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. Therefore, Executive may unilaterally revoke this Release at any time up to seven (7) calendar days following his execution of the Release, and this Release shall not become effective or enforceable until the revocation period has expired which is at 12:00:01 a.m. on the eighth day following his execution of this Release (“Effective Date”). If Executive elects to revoke this Release, such revocation must be in writing addressed to the Secretary of the Company, and received by him/her via facsimile or email no later than the end of the seventh day after Executive signed this Release.