Common use of Mutual General Release Clause in Contracts

Mutual General Release. Subject to this Agreement becoming effective, Employee, on behalf of himself, his spouse, successors, heirs, and assigns, hereby forever releases and discharges the “Company Parties” (as defined below) from and with respect to, any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including but not limited to attorneys’ fees), damages, actions, and causes of action, of whatever kind or nature, whether known or unknown, fixed or contingent (collectively, “Claims”), including without limitation, any claims based upon contract, tort, or under any federal, state, local or foreign law, that the Employee may have, or in the future may possess, arising out of any aspect of Employee’s employment relationship with and service as an employee, officer, director, manager or agent of the Company or any of its subsidiaries, or the termination of such relationship or service, that occurred, existed or arose on or prior to the Employee’s execution of this Agreement. Employee represents and warrants that he has not assigned any of the claims being released under this Agreement and that he has not filed any proceeding relating to Employee’s employment or the termination thereof. For example, as a result of the general release in this Section 5, Employee is releasing all claims of any kind that can be released, arising out of, or related to Employee’s employment and involvement with, or the ending of employment with the Company, any claims arising from rights under his Employment Agreement, federal, state and/or local laws, including but not limited to those related to tax payments or accounting, ownership in the Company, rights to ongoing profits of the Company, claims of ownership of the Company’s intellectual property, or any form of retaliation, harassment or discrimination on any basis, or any related cause of action, and any labor code provisions, or any other claim of any kind whatsoever, including but not limited to any claim for damages or declaratory or injunctive relief of any kind that can be released. Employee understands that the claims he is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as the following: (a) Anti-discrimination statutes, such as Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and Executive Order 11,246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state, or local laws prohibiting discrimination such as such as the California Fair Employment and Housing Act, which prohibits discrimination in employment based on race, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, or age employment discrimination. (b) Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; Age Discrimination in Employment Act (including the Older Workers Benefit Protection Act), which prohibits age discrimination; and any other federal laws relating to employment, such as veterans' reemployment rights laws. (c) Other laws, such as any federal, state, or local laws providing workers' compensation benefits, restricting an employer's right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims as well as California Labor Code Section 200 et seq., relating to salary, commission, compensation, benefits, and other matters; the California Workers' Compensation Act; or any applicable California Industrial Welfare Commission order. Notwithstanding the foregoing, nothing in this section is intended to release or otherwise affect or impair (i) any rights, responsibilities or obligations arising from, relating to or otherwise concerning this Agreement, (ii) any rights Employee has to vested benefits or entitlements under any stock option or benefit plan of the Company in accordance with the terms of such plan or arrangement, (iii) any rights Employee has to indemnification and advancement of expenses in accordance with the Company’s governing documents, and that certain Indemnification Agreement entered into by and between the Company and Employee (the “Indemnification Agreement”), and (iv) any rights Employee has to coverage under directors’ and officers’ insurance policies of the Company.

Mutual General Release. Subject to this Agreement becoming effective, Employee, (a) Employee for himself or herself and on behalf of himselfEmployee’s attorneys, his spouseheirs, assigns, successors, heirsexecutors, and administrators IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES the Company and any current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns, hereby forever releases and discharges the “Company Parties” (as defined below) from and with respect to, any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including but not limited to attorneys’ fees), damages, actions, claims and causes of action, of whatever kind or natureaction whatsoever, whether known or unknownunknown or whether connected with Employee’s employment by the Company or not, fixed which may have arisen, or contingent (collectivelywhich may arise, “Claims”)prior to, including without limitationor at the time of, the execution of this Agreement, including, but not limited to, any claims based upon contract, tort, claim or under any federal, state, local or foreign law, that the Employee may have, or in the future may possess, cause of action arising out of any aspect contract, express or implied, any covenant of Employee’s employment relationship with good faith and service as an employeefair dealing, officerexpress or implied, director, manager any tort (whether intentional or agent of the Company or any of its subsidiariesreleased in this agreement), or the termination of such relationship or service, that occurred, existed or arose on or prior to the Employee’s execution of this Agreement. Employee represents and warrants that he has not assigned any of the claims being released under this Agreement and that he has not filed any proceeding relating to Employee’s employment or the termination thereof. For example, as a result of the general release in this Section 5, Employee is releasing all claims of any kind that can be released, arising out of, or related to Employee’s employment and involvement with, or the ending of employment with the Company, any claims arising from rights under his Employment Agreement, federal, state and/or local laws, including but not limited to those related to tax payments or accounting, ownership in the Company, rights to ongoing profits of the Company, claims of ownership of the Company’s intellectual property, or any form of retaliation, harassment or discrimination on any basis, or any related cause of action, and any labor code provisions, or any other claim of any kind whatsoever, including but not limited to any claim for damages or declaratory or injunctive relief of any kind that can be released. Employee understands that the claims he is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as the following: (a) Anti-discrimination statutes, such as Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and Executive Order 11,246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state, or local laws prohibiting discrimination such as such as the California Fair Employment and Housing Act, which prohibits discrimination in employment based on race, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, or age employment discrimination. (b) Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; Age Discrimination in Employment Act Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification (including WARN) Act, the Older Workers Benefit Protection Act), which prohibits age discrimination; and or any other federal laws relating to employmentmunicipal, such as veterans' reemployment rights laws. (c) Other laws, such as any federallocal, state, or local laws providing workers' compensation benefitsfederal law, restricting an employer's right common or statutory. The foregoing release shall not apply to terminate employeesindemnification or hold harmless obligations the Company may have that by their terms survive the termination of the Employee’s employment with the Company. (b) The Company for itself and on behalf of its current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES, Employee and his personal representatives, administrators, trustees, heirs and assigns from any and all claims and causes of action whatsoever, whether known or unknown or whether connected with Employee’s employment by the Company or not, which may have arisen, or otherwise regulating employment; which may arise, prior to or at the time of, the execution of this Agreement, including, but not limited to, any federalclaim or cause of action arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or released in this agreement), or any other municipal, local, state, or local law enforcing express federal law, common or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims as well as California Labor Code Section 200 et seqstatutory., relating to salary, commission, compensation, benefits, and other matters; the California Workers' Compensation Act; or any applicable California Industrial Welfare Commission order. Notwithstanding the foregoing, nothing in this section is intended to release or otherwise affect or impair (i) any rights, responsibilities or obligations arising from, relating to or otherwise concerning this Agreement, (ii) any rights Employee has to vested benefits or entitlements under any stock option or benefit plan of the Company in accordance with the terms of such plan or arrangement, (iii) any rights Employee has to indemnification and advancement of expenses in accordance with the Company’s governing documents, and that certain Indemnification Agreement entered into by and between the Company and Employee (the “Indemnification Agreement”), and (iv) any rights Employee has to coverage under directors’ and officers’ insurance policies of the Company.

Mutual General Release. a) Subject to this Agreement becoming effectiveSection 5.d) below, EmployeeDefendant, for itself and on behalf of himselfits past, his spousepresent and future direct and indirect owners, successorsagents, heirsrepresentatives, principals, officers, directors, employees and assignsattorneys (collectively, with Defendant, "Defendant Entities") does hereby release and forever releases and discharges the “Company Parties” discharge Plaintiff Entities (as defined below) from and with respect to, any and all claims, debtsdemands, liabilitiescauses of action and liabilities of any kind or description, whether in law or in equity, in tort or in contract, or otherwise, and whether fixed, contingent, inchoate, or otherwise, which any of them have, had, may have or may have had, if known, suspected, claimed or alleged, in whole or in part, on or before the Effective Date of this Agreement heretofore or hereafter arising out of, connected with, incidental to or in any way related to either the Leased Premises or the Unlawful Detainer Action and including any claims that any of the parties hereto could have or should have asserted in said actions or similar actions and including any claims for interference with contract, interference with prospective business advantage, abuse of process, malicious prosecution and similar claims related to said actions (hereinafter, collectively the "Claims"). Any and all such Claims, of whatever kind, are hereby finally and forever compromised, settled, and/or discharged. b) Subject to Section 5.d) below, Plaintiff, for itself and on behalf of its past, present and future direct and indirect owners, agents, representatives, principals, officers, directors, employees and attorneys (hereinafter "Plaintiff Entities"), does hereby release and forever discharge Defendant Entities (as defined above) from any and all claims, demands, obligations, liens, promises, acts, agreements, costs and expenses (including but not limited to attorneys’ fees), damages, actions, and causes of action, action and liabilities of whatever any kind or naturedescription, whether known in law or unknownin equity, fixed in tort or contingent (collectively, “Claims”), including without limitation, any claims based upon in contract, tortor otherwise, whether fixed, contingent, inchoate, or under otherwise, which any federalof them have, statehad, local or foreign law, that the Employee may have, or may have had, if known, suspected, claimed or alleged, in the future may possesswhole or in part, arising out of any aspect of Employee’s employment relationship with and service as an employee, officer, director, manager or agent of the Company or any of its subsidiaries, or the termination of such relationship or service, that occurred, existed or arose on or prior to before the Employee’s execution Effective Date of this Agreement. Employee represents and warrants that he has not assigned any of the claims being released under this Agreement and that he has not filed any proceeding relating to Employee’s employment heretofore or the termination thereof. For example, as a result of the general release in this Section 5, Employee is releasing all claims of any kind that can be released, hereafter arising out of, connected with, incidental to or in any way related to Employee’s employment either the Leased Premises or the Unlawful Detainer Action, including any claims that any of the parties hereto could have or should have asserted in said actions or similar actions and involvement withincluding any claims for interference with contract, interference with prospective business advantage, abuse of process, malicious prosecution and similar claims related to said actions (hereinafter, collectively the "Claims"). Any and all such Claims, of whatever kind, are hereby finally and forever compromised, settled, and/or discharged. c) Each party to this Agreement specifically waives the benefit of the provisions of Section 1542 of the Civil Code of the State of California, which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Each party, having been so apprised as to the nature and legal effect of Section 1542 of the California Civil code, does elect to waive the provision of that Section and the provision of all comparable, equivalent, or the ending similar statutes and principles of employment with the Company, any claims arising from rights under his Employment Agreement, federal, state and/or local laws, including but not limited to those related to tax payments or accounting, ownership in the Company, rights to ongoing profits common law of the Company, claims of ownership of the Company’s intellectual property, or any form of retaliation, harassment or discrimination on any basis, or any related cause of action, and any labor code provisionsCalifornia, or any other claim state or county or subdivision thereof. Each party acknowledges and agrees that this Agreement will be delivered in the State of any kind whatsoever, including but not limited to any claim for damages or declaratory or injunctive relief of any kind that can be released. Employee understands that the claims he is releasing might arise under many different laws (including statutes, regulations, other administrative guidanceCalifornia, and common law doctrines)that this waiver is an essential, such as integral, and material term of this Agreement, without which the following: (a) Anti-discrimination statutes, such as Title VII consideration recited and stated herein would not have been made and delivered to one by or on behalf of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and Executive Order 11,246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state, or local laws prohibiting discrimination such as such as the California Fair Employment and Housing Act, which prohibits discrimination in employment based on race, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, or age employment discriminationother. (bd) Federal employment statutesFurther, such as notwithstanding anything to the WARN Actcontrary herein or elsewhere, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; Age Discrimination in Employment Act (including the Older Workers Benefit Protection Act), which prohibits age discrimination; and any other federal laws relating to employment, such as veterans' reemployment rights laws. (c) Other laws, such as any federal, state, or local laws providing workers' compensation benefits, restricting an employer's right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims as well as California Labor Code Section 200 et seq., relating to salary, commission, compensation, benefits, and other matters; the California Workers' Compensation Act; or any applicable California Industrial Welfare Commission order. Notwithstanding the foregoing, nothing in this section is intended to release or otherwise affect or impair (i) any rightsBreach, responsibilities breach, Default, default, misrepresentation or obligations arising fromother failure to fully and timely perform (or any condition or event occurs or exists which with notice, relating to passage of time, action, election or otherwise concerning would constitute any such Breach, breach, Default, default or other failure to fully and timely perform) by Lessee or Lessor under the Lease or this Agreement, Agreement and (ii) any rights Employee has to vested benefits Claims against the parties by governmental agencies for environmental clean-up under applicable hazardous materials laws, which (in the case of any of (i) or entitlements under any stock option (ii)) are not actually known by Lessor on or benefit plan before the Effective Date of the Company in accordance with the terms of such plan or arrangementthis Agreement, and (iii) any obligations under the Lease (as amended hereby) or this Agreement relating to periods after the Effective Date are (in the case of (i), (i) and (iii)) all explicitly excluded from and shall not be deemed covered by the releases hereinabove. e) The provisions of this Agreement shall not amend, modify, supplement, extend, delay, renew, terminate, waive, release or otherwise limit or prejudice Plaintiff's and Defendant's rights Employee under the Lease, except as specifically set forth herein, and the Lease and its terms and provisions shall otherwise remain in full force and effect. f) Plaintiff and Defendant warrant that no other person or entity has to indemnification and advancement of expenses any interest in accordance with the Company’s governing documentsClaims set forth herein, and that certain Indemnification Agreement entered into by and between the Company and Employee (the “Indemnification Agreement”)they have not sold, and (iv) assigned, transferred, conveyed or otherwise disposed of any rights Employee has to coverage under directors’ and officers’ insurance policies of the CompanyClaims covered by Plaintiff's and Defendant's release.

Mutual General Release. Subject to As a material provision of this Agreement becoming effectiveAgreement, EmployeeWillxxxx, on xx behalf of himself, his spouse, successors, heirs, heirs and assigns, does hereby forever releases release the Company, its shareholders, subsidiaries, and discharges the “Company Parties” (as defined below) affiliated companies and each of their respective officers, directors and employees from and with respect to, any and all claims, debtsliabilities, demands, rights and interests of whatsoever kind and character, including, but not limited to, those arising from or attributable to Willxxxx' xxployment with the Company or arising from, or in any way attributable to, the Employment Agreement including claims for breach of contract, breach of implied covenant, breach of oral or written promise, wrongful termination, race, age, sex, national origin or other discrimination, including any claims under the federal Age Discrimination in Employment Act of 1967, and any claims for additional payment or reimbursement in the event that any taxing authority should determine that monies or benefits allocated or paid to compromise his claims constitute taxable income in whole or in part. The Company, on behalf of itself, its shareholders, subsidiaries, and affiliated companies and each of their respective officers, directors and employees, does hereby release Willxxxx xxx his heirs and assigns from any and all claims, liabilities, demands, obligationsrights and interests of whatsoever kind and character, liens, promises, acts, agreements, costs and expenses (including but not limited to, those arising from or attributable to attorneys’ fees), damages, actions, and causes of action, of whatever kind Willxxxx' xxployment with the Company or nature, whether known or unknown, fixed or contingent (collectively, “Claims”), including without limitation, any claims based upon contract, tort, or under any federal, state, local or foreign law, that the Employee may havearising from, or in any way attributable to, the future may possessEmployment Agreement including claims for breach of contract, arising out breach of implied covenant and breach of any aspect oral or written promise. The Company further agrees to defend and indemnify Willxxxx xxx hold him harmless with respect to any claims, liabilities or demands made against Willxxxx xx any persons based upon actions taken, or alleged to have been taken, by Willxxxx xxxing the course and scope of Employee’s his employment relationship with and service as an employee, officer, director, manager or agent of the Company or any of its subsidiaries, or the termination of such relationship or service, that occurred, existed or arose on or prior to the Employee’s execution of this Agreement. Employee represents President and warrants that he has not assigned any of the claims being released under this Agreement and that he has not filed any proceeding relating to Employee’s employment or the termination thereof. For example, as a result of the general release in this Section 5, Employee is releasing all claims of any kind that can be released, arising out of, or related to Employee’s employment and involvement with, or the ending of employment with the Company, any claims arising from rights under his Employment Agreement, federal, state and/or local laws, including but not limited to those related to tax payments or accounting, ownership in the Company, rights to ongoing profits Chief Executive Officer of the Company, claims . Willxxxx xxx the Company specifically and expressly waive and release all rights under the provisions of ownership Section 1542 of the Company’s intellectual property, or any form of retaliation, harassment or discrimination on any basis, or any related cause of action, and any labor code provisions, or any other claim of any kind whatsoever, including but not limited to any claim for damages or declaratory or injunctive relief of any kind that can be released. Employee understands that the claims he is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as the following: (a) Anti-discrimination statutes, such as Title VII of the California Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and Executive Order 11,246Code, which prohibit discrimination based on race, color, national origin, religion, provides as follows: A general release does not extend to claims which the creditor does not know or sex; suspect to exist in his favor at the Equal Pay Acttime of executing the release, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state, or local laws prohibiting discrimination such as such as the California Fair Employment and Housing Act, which prohibits discrimination in employment based on race, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, or age employment discrimination. (b) Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; Age Discrimination in Employment Act (including the Older Workers Benefit Protection Act), which prohibits age discrimination; and any other federal laws relating to employment, such as veterans' reemployment rights laws. (c) Other laws, such as any federal, state, or local laws providing workers' compensation benefits, restricting an employer's right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims as well as California Labor Code Section 200 et seq., relating to salary, commission, compensation, benefits, and other matters; the California Workers' Compensation Act; or any applicable California Industrial Welfare Commission order. Notwithstanding the foregoing, nothing in this section is intended to release or otherwise affect or impair (i) any rights, responsibilities or obligations arising from, relating to or otherwise concerning this Agreement, (ii) any rights Employee has to vested benefits or entitlements under any stock option or benefit plan of the Company in accordance if known by him must have materially affected his settlement with the terms of such plan or arrangement, (iii) any rights Employee has to indemnification and advancement of expenses in accordance with the Company’s governing documents, and that certain Indemnification Agreement entered into by and between the Company and Employee (the “Indemnification Agreement”), and (iv) any rights Employee has to coverage under directors’ and officers’ insurance policies of the Companydebtor.

Mutual General Release. Subject to this Agreement becoming effective, Employee, on behalf of himself, his spouse, successors, heirs, and assigns, hereby forever releases and discharges the “Company Parties” (as defined below) from all claims of any kind, whatsoever, that can be released. Accordingly, Employee forever releases and discharges the Company Parties with respect to, any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including but not limited to attorneys’ fees), damages, actions, and causes of action, of whatever kind or nature, whether known or unknown, fixed or contingent (collectively, “Claims”), including without limitation, any claims based upon contract, tort, or under any federal, state, local or foreign law, that the Employee may have, or in the future may possesscontingent, arising out of any aspect of Employee’s employment relationship with and service as an employee, officer, director, manager act or agent of the Company or any of its subsidiaries, or the termination of such relationship or service, that occurred, existed or arose on or prior to the omission occurring before Employee’s execution of this Agreement. Employee represents and warrants that he has not assigned any of the claims being released under this Agreement and that he has not filed any proceeding relating to Employee’s employment or the termination thereof. For example, as a result of the general release in this Section 54, Employee is releasing all claims of any kind that can be released, arising out of, or related to Employee’s employment and involvement with, or the ending of employment with the Company, any claims arising from rights under his Employment Agreement, federal, state and/or local laws, including but not limited to those related to tax payments or accounting, ownership in the Company, rights to ongoing profits of the Company, claims of ownership of the Company’s intellectual property, or any form of retaliation, harassment or discrimination on any basis, or any related cause of action, and any labor code provisions, or any other claim of any kind whatsoever, including but not limited to any claim for damages or declaratory or injunctive relief of any kind that can be released. Employee understands that the claims he is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as the following: (a) Anti-discrimination statutes, such as Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and Executive Order 11,246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state, or local laws prohibiting discrimination such as such as the California Fair Employment and Housing Act, which prohibits discrimination in employment based on race, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, or age employment discrimination. (b) Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; Age Discrimination in Employment Act (including the Older Workers Benefit Protection Act), which prohibits age discrimination; and any other federal laws relating to employment, such as veterans' ’ reemployment rights laws. (c) Other laws, such as any federal, state, or local laws providing workers' ’ compensation benefits, restricting an employer's ’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims as well as California Labor Code Section 200 et seq., relating to salary, commission, compensation, benefits, and other matters; the California Workers' ’ Compensation Act; or any applicable California Industrial Welfare Commission order. Notwithstanding the foregoing, nothing in this section is intended to release or otherwise affect or impair (i) any rights, responsibilities or obligations arising from, relating to or otherwise concerning this Agreement, (ii) any rights Employee has to vested benefits or entitlements under any stock option or benefit plan of the Company in accordance with the terms of such plan or arrangement, (iii) any rights Employee has to indemnification and advancement of expenses in accordance with the Company’s governing documents, documents and that certain Indemnification Agreement entered into by and between the Company and Employee (the “Indemnification Agreement”), and (iv) any rights Employee has to coverage under directors’ and officers’ insurance policies of the Company.

Mutual General Release. Subject to this Agreement becoming effective, Employee, (a) Employee for himself or herself and on behalf of himselfEmployee’s attorneys, his spouseheirs, assigns, successors, heirsexecutors, and administrators IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES the Company and any current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns, hereby forever releases and discharges the “Company Parties” (as defined below) from and with respect to, any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including but not limited to attorneys’ fees), damages, actions, claims and causes of action, of whatever kind or natureaction whatsoever, whether known or unknownunknown or whether connected with Employee’s employment by the Company or not, fixed which may have arisen, or contingent (collectivelywhich may arise, “Claims”)prior to, including without limitationor at the time of, the execution of this Agreement, including, but not limited to, any claims based upon contract, tort, claim or under any federal, state, local or foreign law, that the Employee may have, or in the future may possess, cause of action arising out of any aspect contract, express or implied, any covenant of Employee’s employment relationship with good faith and service as an employeefair dealing, officerexpress or implied, director, manager any tort (whether intentional or agent of the Company or any of its subsidiariesreleased in this agreement), or the termination of such relationship or service, that occurred, existed or arose on or prior to the Employee’s execution of this Agreement. Employee represents and warrants that he has not assigned any of the claims being released under this Agreement and that he has not filed any proceeding relating to Employee’s employment or the termination thereof. For example, as a result of the general release in this Section 5, Employee is releasing all claims of any kind that can be released, arising out of, or related to Employee’s employment and involvement with, or the ending of employment with the Company, any claims arising from rights under his Employment Agreement, federal, state and/or local laws, including but not limited to those related to tax payments or accounting, ownership in the Company, rights to ongoing profits of the Company, claims of ownership of the Company’s intellectual property, or any form of retaliation, harassment or discrimination on any basis, or any related cause of action, and any labor code provisions, or any other claim of any kind whatsoever, including but not limited to any claim for damages or declaratory or injunctive relief of any kind that can be released. Employee understands that the claims he is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as the following: (a) Anti-discrimination statutes, such as Title VII of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and Executive Order 11,246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state, or local laws prohibiting discrimination such as such as the California Fair Employment and Housing Act, which prohibits discrimination in employment based on race, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, or age employment discrimination. (b) Federal employment statutes, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; Age Discrimination in Employment Act Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification (including WARN) Act, the Older Workers Benefit Protection Act), which prohibits age discrimination; and or any other federal laws relating to employmentmunicipal, such as veterans' reemployment rights laws. (c) Other laws, such as any federallocal, state, or local laws providing workers' compensation benefitsfederal law, restricting an employer's right common or statutory. The foregoing release shall not apply to terminate employeesindemnification or hold harmless obligations the Company may have that by their terms survive the termination of the Employee’s employment with the Company. (b) The Company for itself and on behalf of its current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES, Employee and his personal representatives, administrators, trustees, heirs and assigns from any and all claims and causes of action whatsoever, whether known or unknown or whether connected with Employee’s employment by the Company or not, which may have arisen, or otherwise regulating employment; which may arise, prior to or at the time of, the execution of this Agreement, including, but not limited to, any federalclaim or cause of action arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or released in this agreement), or any other municipal, local, state, or local law enforcing express federal law, common or implied employment contracts or requiring an employer statutory, in each case to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse the extent that Employee satisfied the standard of conduct required for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims as well as California Labor Code Section 200 et seqindemnification., relating to salary, commission, compensation, benefits, and other matters; the California Workers' Compensation Act; or any applicable California Industrial Welfare Commission order. Notwithstanding the foregoing, nothing in this section is intended to release or otherwise affect or impair (i) any rights, responsibilities or obligations arising from, relating to or otherwise concerning this Agreement, (ii) any rights Employee has to vested benefits or entitlements under any stock option or benefit plan of the Company in accordance with the terms of such plan or arrangement, (iii) any rights Employee has to indemnification and advancement of expenses in accordance with the Company’s governing documents, and that certain Indemnification Agreement entered into by and between the Company and Employee (the “Indemnification Agreement”), and (iv) any rights Employee has to coverage under directors’ and officers’ insurance policies of the Company.