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

Executive’s Release of Claims. In exchange for the Company’s promises set forth herein, all of which are good and valuable consideration, Executive hereby covenants not to xxx and releases and forever discharges the Company, its owners, parents, subsidiaries, attorneys, insurers, agents, employees, stockholders, directors, officers, affiliates, predecessors and successors 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, that Executive may have (whether known or not known) (collectively, “Claims”), accruing to Executive as of the Effective Date, that Executive has ever had, including but not limited to, Claims based on and/or arising under 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 and Housing Act; The California Constitution, The California Government Code, The California Labor Code, The Industrial Welfare Commission’s Orders, the Worker Adjustment and Retraining Notification Act, California Labor Code sections 1400-1408, and any and all other Claims Executive 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, tort, express and/or implied contract and/or quasi-contract, arising out of or, in any way, related to Executive’s previous relationship with the Company as an employee. Furthermore, Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Older Workers Benefit Protection Act and Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, and 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 Executive has been advised by this writing that in accordance with ADEA: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has at least forty-five (45) days within which to consider this Agreement; (c) If Executive decides not to use all of the 45-day review period, Executive knowingly and voluntarily waives any claim that he was not given or did not use the full 45-day review period before signing this Agreement; (d) Modification of this Agreement, whether material or immaterial, shall not restart the running of the 45-day review period; (e) Executive has up to seven (7) days following the execution of this Agreement by Executive to revoke the Agreement by timely providing written notice of revocation to the Company; and (f) This Agreement shall not be effective until the revocation period in Section 7(c) has expired without revocation by Executive. (i) the Company’s breach of its obligations under Section 4(a) above; (ii) claims for indemnification under Section 2802 of the California Labor Code, under the Company’s Certificate of Incorporation, Articles of Incorporation or by-laws, pursuant to that certain Indemnification Agreement (as amended from time to time) dated May 25, 2010 and with an effective date of April 10, 2010, and under any insurance policy of the Company or the established policies of the Company or any affiliate thereof expressly providing for such indemnity between Executive and the Company or any affiliate thereof; (iii) claims for any vested benefits under the terms of any of the Company’s pension, profit sharing, health, welfare, stock option, restricted stock, stock incentive, deferred compensation, supplemental compensation and any other welfare, benefit or other plan of the Company; (iv) claims for workers’ compensation benefits; and (v) any transactions or agreements entered into, and any occurrences, acts or omissions occurring, after the Effective Date.

Executive’s Release of Claims. In exchange for the Company’s promises set forth herein, all of which are good and valuable consideration, Executive hereby covenants not to xxx and releases and forever discharges the Company, its owners, parents, subsidiaries, attorneys, insurers, agents, employees, stockholders, directors, officers, affiliates, predecessors and successors 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, that Executive may have (whether known or not known) (collectively, “Claims”), accruing to Executive as of the Effective Date, that Executive has ever had, including but not limited to, Claims based on and/or arising under 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 and Housing Act; The California Constitution, The California Government Code, The California Labor Code, The Industrial Welfare Commission’s Orders, the Worker Adjustment and Retraining Notification Act, California Labor Code sections 1400-1408, and any and all other Claims Executive 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, tort, express and/or implied contract and/or quasi-contract, arising out of or, in any way, related to Executive’s previous relationship with the Company as an employee. Furthermore, Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Older Workers Benefit Protection Act and Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, and 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 Executive has been advised by this writing that in accordance with ADEA: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has at least forty-five (45) days within which to consider this Agreement; (c) If Executive decides not to use all of the 45-day review period, Executive knowingly and voluntarily waives any claim that he was not given or did not use the full 45-day review period before signing this Agreement; (d) Modification of this Agreement, whether material or immaterial, shall not restart the running of the 45-day review period; (e) Executive has up to seven (7) days following the execution of this Agreement by Executive to revoke the Agreement by timely providing written notice of revocation to the Company; and (f) This Agreement shall not be effective until the revocation period in Section 7(c) has expired without revocation by Executive. . The Company and Executive agree that the release set forth in this Section 7 shall be and remain in effect in all respects as a complete general release as to the matters released. Notwithstanding anything to the contrary herein, the Parties agree that Executive is not waiving any Claims he may have that arise from or are incurred in connection with any of the following matters (collectively, the “Excluded Claims”), (i) the Company’s breach of its obligations under Section 4(a) above; (ii) claims for indemnification under Section 2802 of the California Labor Code, under the Company’s Certificate of Incorporation, Articles of Incorporation or by-laws, pursuant to that certain Indemnification Agreement (as amended from time to time) between Company and Executive dated May 25as of February 6, 2010 and with an effective date of April 10, 20102013, and under any insurance policy of the Company or the established policies of the Company or any affiliate thereof expressly providing for such indemnity between Executive and the Company or any affiliate thereof; (iii) claims for any vested benefits under the terms of any of the Company’s pension, profit sharing, health, welfare, stock option, restricted stock, stock incentive, deferred compensation, supplemental compensation and any other welfare, benefit or other plan of the Company; (iv) claims for workers’ compensation benefits; and (v) any transactions or agreements entered into, and any occurrences, acts or omissions occurring, after the Effective Date.

Executive’s Release of Claims. In exchange for the Company’s promises set forth herein, all of which are good and valuable consideration, Executive hereby expressly covenants not to xxx and irrevocably and unconditionally releases and forever discharges waives any and all claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and 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, which Executive has or claims to have, now or hereafter, against the CompanyCompany and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its ownersor their respective past or present officers, parentsdirectors, subsidiariestrustees, shareholders, agents, employees, attorneys, insurers, agents, employees, stockholders, directors, officers, affiliates, predecessors and successors 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, that Executive may have (whether known or not known) representatives (collectively, the “ClaimsReleasees”), accruing to Executive as of the Effective Dateincluding, that Executive has ever had, including but not limited to, any Claims based arising out of or relating in any way to any rights arising out of alleged violations of any contracts Executive may have entered into with the Company (including, but not limited to, the Severance Agreement and the Plan), express or implied, and 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, Claims arising out of any tort, including defamation, or any legal restrictions on and/or arising under the Company’s right to terminate employees, or any federal, state or other governmental statute, regulation or ordinance, including without limitation: Title VII of the Civil Rights Act of 1964, as amendedthe Age Discrimination in Employment Act of 1967, The Americans with Disabilities Actthe Federal Worker Adjustment and Retraining Notification Act (or any similar state, The Family Medical Leave Actlocal or foreign law), The Equal Pay Act, The the Employee Retirement Income Security ActAct of 1974, The Fair Labor Standards Actas amended, and/or the California Fair Employment and Housing Act; The , the Americans With Disabilities Act, the Fair Labor Standards Act (including the Equal Pay Act), the California Constitution, The California Government Code, The the California Labor Code, The Industrial Welfare Commission’s Ordersthe Family Medical Leave Act, the Worker Adjustment and Retraining Notification 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 California Labor Code sections 1400-1408Business and Professions Code, and any and all other Claims Executive 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, tort, express and/or implied contract and/or quasi-contract, arising out of or, in any way, related to Executive’s previous relationship with the Company as an employee. Furthermore, Executive acknowledges that Executive is waiving and releasing any rights Executive may have under 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. 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 claims described above and that Executive agrees that it shall apply to all unknown, unanticipated, unsuspected and undisclosed 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 rights under Section 1542 of the 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, but that it is nevertheless Executive’s intention to settle and release any and all Claims released herein. (b) Nothing in this Release shall be construed as prohibiting Executive from making a claim with or cooperating with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, or any other state or federal agency. (c) Executive expressly acknowledges, understands 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 1967, as amended, 29 U.S.C. §621, et seq. (“ADEA”), as amended, . The following terms and that this conditions apply to and are part of the waiver and release is knowing and voluntary. of ADEA claims under this Release: (i) Executive acknowledges that this paragraph and this Release, the consideration given for this Severance Agreement, and the Plan are written in a manner calculated to be understood by Executive. (ii) The waiver and release of claims under the 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 Executive was he/she is already entitled. Executive further acknowledges that Executive has been advised by this writing that in accordance with ADEA: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has at least forty-five (45) days within which to consider this Agreement; (c) If Executive decides not to use all of the 45-day review period, Executive knowingly and voluntarily waives any claim that he was not given or did not use the full 45-day review period before signing this Agreement; (d) Modification of this Agreement, whether material or immaterial, shall not restart the running of the 45-day review period; (e) Executive has up to seven (7) days following the execution of this Agreement by Executive to revoke the Agreement by timely providing written notice of revocation to the Company; and (f) This Agreement shall not be effective until the revocation period in Section 7(c) has expired without revocation by Executive. (ivii) the Company’s breach of its obligations under Section 4(a) above; (ii) claims for indemnification under Section 2802 Nothing in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the California Labor Code, validity of this waiver under the Company’s Certificate of IncorporationADEA, Articles of Incorporation nor does it impose any condition precedent, penalties or by-lawscosts from doing so, pursuant to that certain Indemnification Agreement (as amended from time to time) dated May 25, 2010 and with an effective date of April 10, 2010, and under any insurance policy of the Company or the established policies of the Company or any affiliate thereof expressly providing for such indemnity between Executive and the Company or any affiliate thereof; (iii) claims for any vested benefits under the terms of any of the Company’s pension, profit sharing, health, welfare, stock option, restricted stock, stock incentive, deferred compensation, supplemental compensation and any other welfare, benefit or other plan of the Company; (iv) claims for workers’ compensation benefits; and (v) any transactions or agreements entered into, and any occurrences, acts or omissions occurring, after the Effective Dateunless specifically authorized by federal law.

Executive’s Release of Claims. In exchange for the Company’s promises set forth herein, all of which are good and valuable consideration, Executive hereby covenants not to xxx and releases and forever discharges the Company, its owners, parents, subsidiaries, attorneys, insurers, agents, employees, stockholders, directors, officers, affiliates, predecessors and successors 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, that Executive may have (whether known or not known) (collectively, “Claims”), accruing to Executive as of the Effective Date, that Executive has ever had, including but not limited to, to Claims based on and/or arising under 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 and Housing Act; The California Constitution, The California Government Code, The California Labor Code, The Industrial Welfare Commission’s Orders, the Worker Adjustment and Retraining Notification Act, California Labor Code sections 1400-1408, and any and all other Claims Executive may have under any other federal, state or local Constitution, Statute, Ordinance and/or Regulation; and all other Claims arising under common law, law including but not limited to, to tort, express and/or implied contract and/or quasi-contract, arising out of or, in any way, related to Executive’s previous relationship with the Company as an employee, consultant and/or director. Furthermore, Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Older Workers Benefit Protection Act and Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, and 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 Executive has been advised by this writing that in accordance with ADEA: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has at least fortytwenty-five one (4521) days within which to consider this Agreement; (c) If Executive decides not to use all of the 45-day review period, Executive knowingly and voluntarily waives any claim that he was not given or did not use the full 45-day review period before signing this Agreement; (d) Modification of this Agreement, whether material or immaterial, shall not restart the running of the 45-day review period; (e) Executive has up to seven (7) days following the execution of this Agreement by the Executive to revoke the Agreement by timely providing written notice of revocation to the Company; and (fd) This this Agreement shall not be effective until the revocation period in Section 7(c5(c) has expired without revocation by Executive. . The Company and Executive agree that the release set forth in this Section 5 shall be and remain in effect in all respects as a complete general release as to the matters released. Notwithstanding anything to the contrary herein, the Parties agree that Executive is not waiving any Claims he may have that arise from or are incurred in connection with any of the following matters (collectively, the “Excluded Claims”). (i) the Company’s breach of its obligations under this Agreement or under Section 4(a3(d)(i) aboveand 3(d)(ii) of the Employment Agreement; (ii) claims for indemnification under Section 2802 of the California Labor Code, pursuant to Section 13 of the Employment Agreement, under the Company’s Certificate of Incorporation, Articles of Incorporation or by-laws, pursuant to that certain Indemnification Agreement (as amended from time to time) dated May 25, 2010 and with an effective date of April 10, 2010, and under any insurance policy of the Company or the established policies of the Company or any affiliate thereof expressly providing for such indemnity between Executive and the Company or any affiliate thereof; (iii) claims for any vested benefits under the terms of any of the Company’s pension, profit sharing, health, welfare, stock option, restricted stock, stock incentive, deferred compensation, supplemental compensation and any other welfare, benefit or other plan of the Company; (iv) claims for workers’ compensation benefits; and (v) any transactions or agreements entered into, and any occurrences, acts or omissions occurring, after the Effective Date; (vi) claims arising from Executive’s status or capacity as a stockholder of the Company or arising under federal and/or state securities laws; and (vii) claims arising, in Executive’s sole capacity as a stockholder, under the Third Amended and Restated Shareholders Agreement, dated December 24, 2007, and amendments thereto, to which Executive is a party, and under any additional written agreements between the stockholders, including without limitation the Amended and Restated Investors’ Rights Agreement, dated December 24, 2007, as any of such agreements may be amended from time to time.

Executive’s Release of Claims. In exchange for the Company’s promises set forth herein, all of which are good and valuable consideration, Executive hereby covenants not to xxx and releases and forever discharges the Company, its owners, parents, subsidiaries, attorneys, insurers, agents, employees, stockholders, directors, officers, affiliates, predecessors and successors 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, that Executive may have (whether known or not known) (collectively, “Claims”), accruing to Executive as of the Effective Date, that Executive has ever had, including but not limited to, to Claims based on and/or arising under 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 and Housing Act; The California Constitution, The California Government Code, The California Labor Code, The Industrial Welfare Commission’s Orders, the Worker Adjustment and Retraining Notification Act, California Labor Code sections 1400-1408, and any and all other Claims Executive may have under any other federal, state or local Constitution, Statute, Ordinance and/or Regulation; and all other Claims arising under common law, law including but not limited to, to tort, express and/or implied contract and/or quasi-contract, arising out of or, in any way, related to Executive’s previous relationship with the Company as an employee, consultant and/or director. Furthermore, Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Older Workers Benefit Protection Act and Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, and 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 Executive has been advised by this writing that in accordance with ADEA: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has at least fortytwenty-five one (4521) days within which to consider this Agreement; (c) If Executive decides not to use all of the 45-day review period, Executive knowingly and voluntarily waives any claim that he was not given or did not use the full 45-day review period before signing this Agreement; (d) Modification of this Agreement, whether material or immaterial, shall not restart the running of the 45-day review period; (e) Executive has up to seven (7) days following the execution of this Agreement by the Executive to revoke the Agreement by timely providing written notice of revocation to the Company; and (fd) This Agreement shall not be effective until the revocation period in Section 7(c) has expired without revocation by Executive. (i) the Company’s breach of its obligations under Section 4(a) above; (ii) claims for indemnification under Section 2802 of the California Labor Labaor Code, under the Company’s Certificate of Incorporation, Articles of Incorporation or by-laws, pursuant to that certain Indemnification Agreement (as amended from time to time) dated May 25, 2010 and with an effective date of April 10, 2010, and under any insurance policy of the Company or the established policies of the Company or any affiliate thereof expressly providing for such indemnity between Executive and the Company or any affiliate thereof; (iii) claims for any vested benefits under the terms of any of the Company’s pension, profit sharing, health, welfare, stock option, restricted stock, stock incentive, deferred compensation, supplemental compensation and any other welfare, benefit or other plan of the Company; (iv) claims for workers’ compensation benefits; and (v) any transactions or agreements entered into, and any occurrences, acts or omissions occurring, after the Effective Date.

Executive’s Release of Claims. In exchange for the Company’s promises set forth herein, all of which are good and valuable consideration, Executive hereby covenants not to xxx and releases and forever discharges the Company, its owners, parents, subsidiaries, attorneys, insurers, agents, employees, stockholders, directors, officers, affiliates, predecessors and successors 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, that Executive may have (whether known or not known) (collectively, “Claims”), accruing to Executive as of the Effective Date, that Executive has ever had, including but not limited to, to Claims based on and/or arising under 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 and Housing Act; The California Constitution, The California Government Code, The California Labor Code, The Industrial Welfare Commission’s Orders, the Worker Adjustment and Retraining Notification Act, California Labor Code sections 1400-1408, and any and all other Claims Executive may have under any other federal, state or local Constitution, Statute, Ordinance and/or Regulation; and all other Claims arising under common law, law including but not limited to, to tort, express and/or implied contract and/or quasi-contract, arising out of or, in any way, related to Executive’s previous relationship with the Company as an employee, consultant and/or director. Furthermore, Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Older Workers Benefit Protection Act and Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, and 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 Executive has been advised by this writing that in accordance with ADEA: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has at least fortytwenty-five one (4521) days within which to consider this Agreement; (c) If Executive decides not to use all of the 45-day review period, Executive knowingly and voluntarily waives any claim that he was not given or did not use the full 45-day review period before signing this Agreement; (d) Modification of this Agreement, whether material or immaterial, shall not restart the running of the 45-day review period; (e) Executive has up to seven (7) days following the execution of this Agreement by the Executive to revoke the Agreement by timely providing written notice of revocation to the Company; and (fd) This this Agreement shall not be effective until the revocation period in Section 7(c5(c) has expired without revocation by Executive. . The Company and Executive agree that the release set forth in this Section 5 shall be and remain in effect in all respects as a complete general release as to the matters released. Notwithstanding anything to the contrary herein, the Parties agree that Executive is not waiving any Claims he may have that arise from or are incurred in connection with any of the following matters (collectively, the “Excluded Claims”). (i) the Company’s breach of its obligations under Section 4(a3(a) aboveabove or under Section 3(d)(i) and 3(d)(ii) of the Employment Agreement; (ii) claims for indemnification under Section 2802 of the California Labor Code, under the Company’s Certificate of Incorporation, Articles of Incorporation or by-laws, pursuant to that certain Indemnification Agreement (as amended from time to time) dated May 25, 2010 and with an effective date of April 10, 2010, and under any insurance policy of the Company or the established policies of the Company or any affiliate thereof expressly providing for such indemnity between Executive and the Company or any affiliate thereof; (iii) claims for any vested benefits under the terms of any of the Company’s pension, profit sharing, health, welfare, stock option, restricted stock, stock incentive, deferred compensation, supplemental compensation and any other welfare, benefit or other plan of the Company; (iv) claims for workers’ compensation benefits; and (v) any transactions or agreements entered into, and any occurrences, acts or omissions occurring, after the Effective Date.

Executive’s Release of Claims. In exchange return for the Company’s promises set forth hereinSeverance Benefits and such other consideration given to Executive by the Company as described in this Agreement, all of which are good and valuable considerationsubject to Section 4(c) below, Executive and his representatives, heirs, successors, and assigns do hereby covenants not to xxx and releases completely release and forever discharges discharge the Company, any affiliate of the Company, and its ownersand their present and former shareholders, parentsofficers, subsidiaries, attorneys, insurersdirectors, agents, employees, stockholdersattorneys, directors, officers, affiliates, predecessors and successors of and from any and all rights, claims, actions, demands, causes of action, obligations, attorneys’ fees, costs, damagessuccessors, and liabilities of whatever kind or nature, in law or in equity, that Executive may have (whether known or not known) assigns (collectively, “Released Parties”) from all claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character, known or unknown, which Executive may have now or in the future arising from any act or omission or condition occurring on or prior to the date this Agreement is signed (including, without limitation, the future effects of such acts, omissions, or conditions), whether based on tort, contract (express or implied), or any federal, state, or local law, statute, or regulation (collectively, the “Released Claims”), accruing to Executive as . By way of example and not in limitation of the Effective Dateforegoing, that Executive has ever had, including but not limited to, Released Claims based on and/or shall include any claims arising under the Fair Labor Standards Act, the National Labor Relations Act, the Family and Medical Leave Act, the Executive Retirement Income Security Act of 1974, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, as amendedthe Age Discrimination in Employment Act (“ADEA”), 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 and Housing Act; The , and the California Constitution, The California Government Code, The California Labor Code, The Industrial Welfare Commission’s Orders, the Worker Adjustment and Retraining Notification Family Rights Act, California Labor Code sections 1400-1408as well as any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, defamation, invasion of privacy, and claims related to disability. Released Claims shall also include, but not be limited to, any claims for severance pay, bonuses, sick leave, vacation pay, life or health insurance, or any other benefit. Executive likewise releases the Released Parties from any and all other obligations for attorneys’ fees incurred in regard to the above claims or otherwise. Notwithstanding the foregoing, Released Claims Executive may have shall not include (i) any claims based on obligations created by or reaffirmed in this Agreement; (ii) any vested retirement benefits or vested equity, (iii) any claims which by law cannot be released, including without limitation unemployment compensation claims and workers’ compensation claims (the settlement of which would require approval by the California Workers’ Compensation Appeals Board), (iv) any claim for indemnification under the Employment Agreement, the Company’s bylaws or certificate of incorporation, or any agreement providing for indemnification of the Executive, (v) any claims for coverage under any D&O or other federal, state similar insurance policy or local Constitution, Statute, Ordinance and/or Regulation; and all other Claims arising under common law, including but not limited to, tort, express and/or implied contract and/or quasi-contract, arising out of or, in (vi) any way, claims related to Executive’s previous relationship with employment or termination of employment arising after the Company as an employee. Furthermore, Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Older Workers Benefit Protection Act and Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, and 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 Executive has been advised by this writing that in accordance with ADEA: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has at least forty-five (45) days within which to consider this Agreement; (c) If Executive decides not to use all of the 45-day review period, Executive knowingly and voluntarily waives any claim that he was not given or did not use the full 45-day review period before signing this Agreement; (d) Modification execution date of this Agreement, whether material or immaterial, shall not restart the running of the 45-day review period; (e) Executive has up to seven (7) days following the execution of this Agreement by Executive to revoke the Agreement by timely providing written notice of revocation to the Company; and (f) This Agreement shall not be effective until the revocation period in Section 7(c) has expired without revocation by Executive. (i) the Company’s breach of its obligations under Section 4(a) above; (ii) claims for indemnification under Section 2802 of the California Labor Code, under the Company’s Certificate of Incorporation, Articles of Incorporation or by-laws, pursuant to that certain Indemnification Agreement (as amended from time to time) dated May 25, 2010 and with an effective date of April 10, 2010, and under any insurance policy of the Company or the established policies of the Company or any affiliate thereof expressly providing for such indemnity between Executive and the Company or any affiliate thereof; (iii) claims for any vested benefits under the terms of any of the Company’s pension, profit sharing, health, welfare, stock option, restricted stock, stock incentive, deferred compensation, supplemental compensation and any other welfare, benefit or other plan of the Company; (iv) claims for workers’ compensation benefits; and (v) any transactions or agreements entered into, and any occurrences, acts or omissions occurring, after the Effective Date.

Executive’s Release of Claims. In exchange for the Company’s promises set forth herein, all of which are good and valuable consideration, Executive hereby expressly covenants not to xxx and releases and forever discharges waives any and all claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and 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, which Executive has or claims to have, now or hereafter, against the CompanyCompany and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its ownersor their respective past or present officers, parentsdirectors, subsidiariestrustees, shareholders, agents, employees, attorneys, insurers, agents, employees, stockholders, directors, officers, affiliates, predecessors and successors 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, that Executive may have (whether known or not known) representatives (collectively, “Claims”the Releasees), accruing to Executive as of the Effective Dateincluding, that Executive has ever had, including but not limited to, any Claims based on and/or 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 claims which arise or could arise under Title VII of the Civil Rights Act of 1964, as amendedthe Age Discrimination in Employment Act of 1967, The Americans with Disabilities Actthe Federal Worker Adjustment and Retraining Notification Act (or any similar state, The Family Medical Leave Actlocal or foreign law), The Equal Pay Act, The the Employee Retirement Income Security ActAct of 1974, The Fair Labor Standards Actas amended, and/or the California Fair Employment and Housing Act; The , California Constitutionstatutory or common law, The the Orders of the California Government Code, The California Labor Code, The Industrial Welfare Commission’s OrdersCommission regulating wages, the Worker Adjustment and Retraining Notification Act, California Labor Code sections 1400-1408hours, 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. (a) As part of this general release, Executive expressly releases, waives and relinquishes all rights under Section 1542 of the 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, but that it is nevertheless Executive's intention to settle and release any and all other Claims released herein. (b) Executive may have under warrants and represents that there is not now pending any action, complaint, petition, Executive charge, grievance, or any other federalform of administrative, state legal or local Constitution, Statute, Ordinance and/or Regulation; arbitral proceeding by Executive against the Company 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 other Claims arising under common lawreleased herein. (c) Executive expressly acknowledges, including but not limited to, tort, express and/or implied contract and/or quasi-contract, arising out understands and agrees that this Release includes a waiver and release of or, in any way, related to Executive’s previous relationship with the Company as an employee. Furthermore, all claims which Executive acknowledges that Executive is waiving and releasing any rights Executive has or may have under the Older Workers Benefit Protection Act and Age Discrimination in Employment Act of 1967 (“ADEA”)1967, as amended, 29 U.S.C. §621, et seq. ("ADEA"). The following terms and that this conditions apply to and are part of the waiver and release of ADEA claims under this Release: (i) Executive is knowing and voluntary. advised to consult an attorney before signing this Release; (ii) Executive acknowledges that is granted twenty-one (21) days after he/she is presented with this Release to decide whether or not to sign this Release; (iii) Executive will have the consideration given for this right to revoke the waiver and release of claims under the 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 Executive was he/she is already entitled. Executive further acknowledges that Executive has been advised by this writing that in accordance with ADEA: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has at least forty-five (45) days within which to consider this Agreement; (c) If Executive decides not to use all of the 45-day review period, Executive knowingly and voluntarily waives any claim that he was not given or did not use the full 45-day review period before signing this Agreement; (d) Modification of this Agreement, whether material or immaterial, shall not restart the running of the 45-day review period; (e) Executive has up to seven (7) days following the execution of this Agreement by Executive to revoke the Agreement by timely providing written notice of revocation to the Company; and (fv) This Agreement shall not be effective until the revocation period Nothing in Section 7(c) has expired without revocation by Executive. (i) the Company’s breach of its obligations under Section 4(a) above; (ii) claims for indemnification under Section 2802 this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the California Labor Code, validity of this waiver under the Company’s Certificate of IncorporationADEA, Articles of Incorporation nor does it impose any condition precedent, penalties or by-lawscosts from doing so, pursuant to that certain Indemnification Agreement (as amended from time to time) dated May 25, 2010 and with an effective date of April 10, 2010, and under any insurance policy of the Company or the established policies of the Company or any affiliate thereof expressly providing for such indemnity between Executive and the Company or any affiliate thereof; (iii) claims for any vested benefits under the terms of any of the Company’s pension, profit sharing, health, welfare, stock option, restricted stock, stock incentive, deferred compensation, supplemental compensation and any other welfare, benefit or other plan of the Company; (iv) claims for workers’ compensation benefits; and (v) any transactions or agreements entered into, and any occurrences, acts or omissions occurring, after the Effective Dateunless specifically authorized by federal law.

Executive’s Release of Claims. In exchange for the Company’s promises set forth herein, all of which are good and valuable consideration, Executive hereby expressly covenants not to xxx and releases and forever discharges waives any and all claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances, and 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, which Executive has or claims to have, now or hereafter, against the CompanyCompany and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its ownersor their respective past or present officers, parentsdirectors, subsidiariestrustees, shareholders, agents, employees, attorneys, insurers, agents, employees, stockholders, directors, officers, affiliates, predecessors and successors 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, that Executive may have (whether known or not known) representatives (collectively, “Claims”the Releasees), accruing to Executive as of the Effective Dateincluding, that Executive has ever had, including but not limited to, any Claims based on and/or 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 claims which arise or could arise under Title VII of the Civil Rights Act of 1964, as amendedthe Age Discrimination in Employment Act of 1967, The Americans with Disabilities Actthe Federal Worker Adjustment and Retraining Notification Act (or any similar state, The Family Medical Leave Actlocal or foreign law), The Equal Pay Act, The the Employee Retirement Income Security ActAct of 1974, The Fair Labor Standards Actas amended, and/or the California Fair Employment and Housing Act; The , California Constitutionstatutory or common law, The the Orders of the California Government Code, The California Labor Code, The Industrial Welfare Commission’s OrdersCommission regulating wages, the Worker Adjustment and Retraining Notification Act, California Labor Code sections 1400-1408hours, 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. (a) As part of this general release, Executive expressly releases, waives and relinquishes all rights under Section 1542 of the 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, but that it is nevertheless Executive’s intention to settle and release any and all other Claims released herein. (b) Executive may have under warrants and represents that there is not now pending any action; complaint, petition Executive charge, grievance, or any other federalform of administrative, state legal or local Constitution, Statute, Ordinance and/or Regulation; arbitral proceeding by Executive against the Company 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 other Claims arising under common lawreleased herein. (c) Executive expressly acknowledges, including but not limited to, tort, express and/or implied contract and/or quasi-contract, arising out understands and agrees that this Release includes a waiver and release of or, in any way, related to Executive’s previous relationship with the Company as an employee. Furthermore, all claims which Executive acknowledges that Executive is waiving and releasing any rights Executive has or may have under the Older Workers Benefit Protection Act and Age Discrimination in Employment Act of 1967 1967, as amended, 29 U.S.C. §621, et seq. (“ADEA”), as amended, . The following terms and that this conditions apply to and are part of the waiver and release of ADEA claims under this Release: (i) Executive is knowing and voluntary. advised to consult an attorney before signing this Release; (ii) Executive acknowledges that is granted twenty-one (21) days after he/she is presented with this Release to decide whether or not to sign this Release; (iii) Executive will have the consideration given for this right to revoke the waiver and release of claims under the 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 Executive was he/she is already entitled. Executive further acknowledges that Executive has been advised by this writing that in accordance with ADEA: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has at least forty-five (45) days within which to consider this Agreement; (c) If Executive decides not to use all of the 45-day review period, Executive knowingly and voluntarily waives any claim that he was not given or did not use the full 45-day review period before signing this Agreement; (d) Modification of this Agreement, whether material or immaterial, shall not restart the running of the 45-day review period; (e) Executive has up to seven (7) days following the execution of this Agreement by Executive to revoke the Agreement by timely providing written notice of revocation to the Company; and (fv) This Agreement shall not be effective until the revocation period Nothing in Section 7(c) has expired without revocation by Executive. (i) the Company’s breach of its obligations under Section 4(a) above; (ii) claims for indemnification under Section 2802 this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the California Labor Code, validity of this waiver under the Company’s Certificate of IncorporationADEA, Articles of Incorporation nor does it impose any condition precedent, penalties or by-lawscosts from doing so, pursuant to that certain Indemnification Agreement (as amended from time to time) dated May 25, 2010 and with an effective date of April 10, 2010, and under any insurance policy of the Company or the established policies of the Company or any affiliate thereof expressly providing for such indemnity between Executive and the Company or any affiliate thereof; (iii) claims for any vested benefits under the terms of any of the Company’s pension, profit sharing, health, welfare, stock option, restricted stock, stock incentive, deferred compensation, supplemental compensation and any other welfare, benefit or other plan of the Company; (iv) claims for workers’ compensation benefits; and (v) any transactions or agreements entered into, and any occurrences, acts or omissions occurring, after the Effective Dateunless specifically authorized by federal law.

Executive’s Release of Claims. In exchange for the Company’s promises set forth herein, all of which are good and valuable consideration, Executive hereby covenants not to xxx and releases and forever discharges the Company, its owners, parents, subsidiaries, attorneys, insurers, agents, employees, stockholdersshareholders, directors, officers, affiliates, predecessors and successors 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, that Executive may have (whether known or not known) (collectively, “Claims”), accruing to Executive as of the Effective Date, that Executive has ever had, including but not limited to, to Claims based on and/or arising under 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 and Housing Act; The California Constitution, The California Government Code, The California Labor Code, The Industrial Welfare Commission’s Orders, The Securities Act of 1933, The Securities Exchange Act of 1934, the Worker Adjustment and Retraining Notification Act, California Labor Code sections 1400-1408, and any and all other Claims Executive may have under any other federal, state or local Constitution, Statute, Ordinance and/or Regulation; and all other Claims arising under common law, law including but not limited to, to tort, express and/or implied contract and/or quasi-contract, arising out of or, in any way, related to Executive’s previous relationship with the Company as an employee, consultant and/ or director. Furthermore, Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Older Workers Benefit Protection Act and Act, Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, and 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 Executive has been advised by this writing that in accordance with ADEAthat: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has at least fortytwenty-five one (4521) days within which to consider this Agreement; (c) If Executive decides not to use all of the 45-day review period, Executive knowingly and voluntarily waives any claim that he was not given or did not use the full 45-day review period before signing this Agreement; (d) Modification of this Agreement, whether material or immaterial, shall not restart the running of the 45-day review period; (e) Executive has up to seven (7) days following the execution of this Agreement by Executive the Parties to revoke the Agreement by timely providing written notice of revocation to the CompanyAgreement; and (fd) This this Agreement shall not be effective until the revocation period in Section 7(c16(c) has expired without revocation by Executive. (i) . The Company and Executive agree that the Company’s breach of its obligations under release set forth in this Section 4(a) above; (ii) claims for 15 shall be and remain in effect in all respects as a complete general release as to the matters released. Notwithstanding the foregoing, the Parties agree that Executive is not waiving any Claims to unemployment compensation and indemnification under Section 2802 of the California Labor Code, that he may have pursuant to applicable law or under the Company’s Certificate of Incorporation, Articles Bylaws or resolutions of Incorporation the Board of Directors. Furthermore, not withstanding any provisions of this Agreement, Executive is not waiving or by-laws, pursuant to that certain Indemnification Agreement (as amended from time to time) dated May 25, 2010 and with an effective date of April 10, 2010, and under releasing any insurance policy of the Company coverage as a prior officer, director, employee or the established policies of the Company or any affiliate thereof expressly providing for such indemnity between Executive and the Company or any affiliate thereof; (iii) claims for any vested benefits under the terms of any agent of the Company’s pension, profit sharing, health, welfare, stock option, restricted stock, stock incentive, deferred compensation, supplemental compensation and any other welfare, benefit or other plan of the Company; (iv) claims for workers’ compensation benefits; and (v) any transactions or agreements entered into, and any occurrences, acts or omissions occurring, after the Effective Date.