Common use of Release by the Executive Clause in Contracts

Release by the Executive. In consideration of the Company entering into this Agreement, the Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns (collectively, the Releasing Executive Parties”), knowingly and voluntarily releases and discharges the Company and its subsidiaries and affiliates, the respective current and former officers, employees, attorneys, agents and directors of the Company and its subsidiaries and affiliates, and any successor or assign of any of the foregoing (collectively, the “Released Company Parties”), from any claim, charge, action or cause of action that any of the Releasing Executive Parties may have against any of the Released Company Parties, whether known or unknown, from the beginning of time through the Effective Date based upon any act, fact, omission, matter, cause or thing whatsoever, whether or not related to or arising out of the Executive’s employment with the Company or the termination thereof. Notwithstanding the foregoing, this release shall not extend to or discharge any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement dated as of April 10, 2002 between Executive and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge (i) the Executive’s right to enforce the terms and conditions of this Agreement, or (ii) any rights or claims that might arise after the Effective Date, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party in any agency, court or other forum or tribunal.

Release by the Executive. In consideration of the Company entering into this Agreement, to the fullest extent permitted by law, the Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns (collectively, the Releasing Executive Parties”), knowingly and voluntarily releases and discharges the Company and its subsidiaries and affiliates, the respective current and former officers, employees, attorneys, agents and directors of the Company and its subsidiaries and affiliates, and any successor or assign of any of the foregoing (collectively, the “Released Company Parties”), from any claim, charge, action or cause of action that any of the Releasing Executive Parties may have against any of the Released Company Parties, whether known or unknown, from the beginning of time through the Effective Date date of this Agreement based upon any act, fact, omission, matter, cause or thing whatsoever, whether or not related to or arising out of the Executive’s employment with the Company or the termination thereof. Notwithstanding the foregoing, this release shall not extend to or discharge any claims that Executive may not release as a matter of law, including but not limited to any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement dated effective as of April 10September 13, 2002 2000 between Executive and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge (i) the Executive’s right to enforce the terms and conditions of this Agreement, or (ii) any rights or claims that might arise after the Effective Datedate of this Agreement, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved, or (iv) the Executive’s right to enforce the terms and conditions of each agreement and plan governing the issuance of each stock option referenced in Section 5.a, as well as the stock issued upon exercise of that stock option. Nothing in this Section 6.b shall prohibit Executive from filing a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair Employment and Housing, or other applicable agency. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party in any agency, court or other forum or tribunal.

Release by the Executive. In consideration of the Company entering into this Agreement, the Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns (collectively, the Releasing The Executive Parties”), knowingly and voluntarily hereby releases and discharges and covenants not to ▇▇▇ the Company and its subsidiaries and affiliatesCompany, the respective current Board, the Company’s subsidiaries, parents, or affiliated corporations, past and former present, and each of them, as well as each of its and their assignees, successors, directors, officers, employeesstockholders, partners, representatives, insurers, attorneys, agents or employees, past or present (individually and directors of the Company and its subsidiaries and affiliates, and any successor or assign of any of the foregoing (collectively, the “Released Company PartiesReleasees”), from and with respect to any claimand all claims, chargeagreements, action obligations, demands, causes of action, suits, actions, proceedings, debts, liens, contracts, promises, liability, damages, losses, costs, attorneys’ fees or cause expenses, of action that any of the Releasing Executive Parties may have against any of the Released Company Partiesnature whatsoever, whether known or unknown, from the beginning of time through the Effective Date based upon any actsuspected or unsuspected, factfixed or contingent, omission, matter, cause or thing whatsoever, whether or not related to or arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the Executive’s employment with date the Company or the termination thereofExecutive signs this Agreement. Notwithstanding the foregoing, this release shall and for the avoidance of doubt, the Executive is not extend to or discharge any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement dated as of April 10, 2002 between Executive and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge releasing (i) the Executive’s right to enforce the terms and conditions of this Agreementany claims that cannot be waived under applicable state, local, or federal law, (ii) rights the Executive has to indemnification and advancement of legal fees and expenses and insurance (including, without limitation, under the Indemnification Agreement, the Company’s certificate of incorporation and bylaws, the Company’s D&O insurance and otherwise) and any claims to enforce such rights, (iii) other than as set forth in Section 2, any rights or claims that might to accrued or vested benefits the Executive may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (iv) rights under or claims to enforce this Agreement, (v) any right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator, or (vi) rights which arise after the Effective Datedate of this Agreement. This Agreement will not prevent the Executive from filing, cooperating with, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party participating in any agency, court proceeding before the Equal Employment Opportunity Commission or other forum or tribunalDepartment of Labor.

Release by the Executive. In consideration of the Company entering into this Agreement, the Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns (collectively, the Releasing The Executive Parties”), knowingly and voluntarily hereby releases and discharges and covenants not to ▇▇▇ the Company and its subsidiaries and affiliatesCompany, the respective current Board, the Company’s subsidiaries, parents, or affiliated corporations, past and former present, and each of them, as well as each of its and their assignees, successors, directors, officers, employeesstockholders, partners, representatives, insurers, attorneys, agents or employees, past or present (individually and directors of the Company and its subsidiaries and affiliates, and any successor or assign of any of the foregoing (collectively, the “Released Company PartiesReleasees”), from and with respect to any claimand all claims, chargeagreements, action obligations, demands, causes of action, suits, actions, proceedings, debts, liens, contracts, promises, liability, damages, losses, costs, attorneys’ fees or cause expenses, of action that any of the Releasing Executive Parties may have against any of the Released Company Partiesnature whatsoever, whether known or unknown, from the beginning of time through the Effective Date based upon any actsuspected or unsuspected, factfixed or contingent, omission, matter, cause or thing whatsoever, whether or not related to or arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the Executive’s employment with date the Company or the termination thereofExecutive signs this Agreement. Notwithstanding the foregoing, this release shall and for the avoidance of doubt, the Executive is not extend to or discharge any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement dated as of April 10, 2002 between Executive and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge releasing (i) the Executive’s right to enforce the terms and conditions of this Agreementany claims that cannot be waived under applicable state, local, or federal law, (ii) rights the Executive has to indemnification and advancement of legal fees and expenses and insurance (including, without limitation, under the Indemnification Agreement, the Company’s certificate of incorporation and bylaws, the Company’s D&O insurance and otherwise) and any claims to enforce such rights, (iii) other than as set forth in Section 2 with respect to Company equity-based compensatory awards, any rights or claims that might to accrued or vested benefits the Executive may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (iv) rights under or claims to enforce this Agreement, (v) any right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator, or (vi) rights which arise after the Effective Datedate of this Agreement. This Agreement will not prevent the Executive from filing, cooperating with, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party participating in any agency, court proceeding before the Equal Employment Opportunity Commission or other forum or tribunalDepartment of Labor.

Release by the Executive. In consideration of the Company entering into this Agreement(a) The Executive hereby unconditionally, the Executive, on behalf of himself irrevocably and his heirs, executors, administrators, successors and assigns (collectively, the Releasing Executive Parties”), knowingly and voluntarily absolutely releases and discharges the Company and its subsidiaries and affiliatesCompany, the Purchaser, each of their respective current direct and former indirect parents, affiliates and subsidiaries, and each of the foregoing’s respective officers, directors, shareholders, managers, employees, attorneysagents, agents and directors of the Company and its subsidiaries and affiliatesinvestors, and any successor or assign of any of the foregoing representatives (collectively, the “Released Company Parties”), ) from any claimactions, chargecauses of action, action or cause suits and claims of action that any of the Releasing Executive Parties may have against any of the Released Company Partiesevery kind and description whatsoever, whether known or unknown, which existed or may have existed at any time from the beginning of time the world up to the Effective Date, related in any way to any transactions or occurrences involving the Company, or any parent or subsidiary of the Company or any person acting on behalf of or through the Company, and the Executive or any affiliate of Executive through the Effective Date based upon Date, or any act, fact, omission, matter, cause or thing whatsoeverwhatsoever which shall have arisen at any time from the beginning of the world up to the Effective Date, whether or to the fullest extent permitted by law, including, but not related to or arising out of limited to, the Executive’s employment with or service to the Company (as an employee, officer, director or otherwise), claims related to Section 13(b)(i) of the termination thereof. Notwithstanding the foregoing, this release shall not extend to or discharge any rights to or Employment Agreement (except claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either payment of the foregoingPayment), claims related to the Acquisition Agreement, the Offer to Purchase, that Executive currently has or may in the future have under any certain Agreement and Plan of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement Merger dated as of April 10June 2, 2002 2004, by and between Executive JRT Acquisition, Inc. and the Company (the “Indemnity JRT Acquisition Agreement”)) or the termination of the JRT Acquisition Agreement, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with the any of the foregoing, Executive’s employment with or service to the Company or the ending of those relationships, or under Executive’s ownership of Common Stock, other capital stock or stock options of the Company or Executive’s participation or non-participation in any other provision or principle employee benefit plans of lawthe Company, or otherwisePurchaser’s acquisition of the Company, in each case except those claims and rights that are specifically excluded from this release below in this Section 2(a). In additionExcept as set forth herein, this release includes, but is not limited to, any claims for wages, compensation, bonuses, employment benefits, stock options, equity interests or damages of any kind whatsoever, arising out of any common law torts, arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any theory of wrongful discharge, any theory of negligence, any theory of retaliation, any theory of discrimination or harassment in any form, any legal restriction on the Company’s right to terminate employees, or any federal, state, or other governmental statute, executive order, or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employment Retirement Income Security Act, or any other legal limitation on or regulation of the employment relationship, any claims for breach of fiduciary duties, negligence or malfeasance, all claims for attorneys’ fees, costs and expenses. Notwithstanding anything to the contrary contained herein, the release set forth in this Section 2 shall not extend to or discharge include only: (i) claims for those benefits and payments due to the Executive pursuant to employee benefit plans of the Company of which the Executive is a participant or pursuant to the Employment Agreement (other than Executive’s right to enforce under Section 13(b)(i) of the Employment Agreement), in accordance with the applicable terms and conditions of this Agreementthereof, or including, without limitation, as described on Schedule 1 hereto; (ii) any rights or claims that might arise after for payment of the Effective Date, or Payment in accordance with this Agreement; (iii) any claim or right of indemnification by the Executive’s right to enforce Company under the terms and conditions organizational documents of the Indemnity Company, by law or under the indemnification provisions of the Employment Agreement or any other applicable agreement with the Company, including any indemnification pursuant to any applicable laws; (iv) any claim or right under the Company’s Certificate directors and officers liability coverage; and (v) any claim or right with respect to payment for common stock or stock options of Incorporation the Company tendered in accordance with the terms of the Offer to Purchase. The parties agree that the benefits and compensation due to Executive under the Employment Agreement and option plan include, but are not limited to, those described on Schedule 1 hereto, and the amounts for each item scheduled in Schedule 1 are the correct and only amounts owing the Executive for each such item. (b) The Executive represents that he has not filed any complaints, charges or its Bylawslawsuits against either the Company or the Purchaser with any governmental agency or any court, all and agrees that the Executive will not initiate, assist or encourage any such actions, except as required by law and except as may be required to enforce his rights with respect to those claims that are not released herein. The Executive further agrees that if a commission, agency, or court assumes jurisdiction of which rights and such claim, complaint or charge against either the Company or the Purchaser on behalf of the Executive, the Executive will request the commission, agency or court to withdraw from the matter unless such matter is with respect to claims shall be preserved. not released herein. (c) The Executive represents and warrants that he currently knows is the sole owner of no basis for the actual or alleged claims, rights, causes of action, and other matters which are released herein, that the same have not been assigned, transferred, or disposed of in fact, by operation of law, or in any claims by him against any Released Company Partymanner, and that neither he nor anyone acting has the full right and power to grant, execute and deliver the releases, undertakings, and agreements contained herein. (d) The parties acknowledge that they may discover facts or law different from, or in addition to, the facts or law that they know or believe to be true with respect to the claims released in this Agreement and agree, nonetheless, that this Agreement and the releases contained in it shall be and will remain effective in all respects notwithstanding such different or additional facts or the discovery of them. (e) Except in the event of fraud and except as specified above, the parties declare and represent that they intend this Agreement to be complete and not subject to any claim of mistake, and that the releases herein express a full and complete release on his behalf has filed any claimthe part of each party and, actionregardless of the adequacy or inadequacy of the consideration, suitthe parties intend the releases herein to be final and complete. The parties execute these releases with the full knowledge that they cover all possible claims against each other, complaint or proceeding against any Released Company Party in any agencyexcept as specified above, court or other forum or tribunalto the fullest extent permitted by law.

Release by the Executive. In consideration of the Company entering into this Agreement, the Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns (collectively, the Releasing Executive Parties”"), knowingly and voluntarily releases and discharges the Company and its subsidiaries and affiliates, the respective current and former officers, employees, attorneys, agents and directors of the Company and its subsidiaries and affiliates, and any successor or assign of any of the foregoing (collectively, the “"Released Company Parties”"), from any claim, charge, action or cause of action that any of the Releasing Executive Parties may have against any of the Released Company Parties, whether known or unknown, from the beginning of time through the Effective Date based upon any act, fact, omission, matter, cause or thing whatsoever, whether or not related to or arising out of the Executive’s 's employment with the Company or the termination thereof. Notwithstanding the foregoing, this release shall not extend to or discharge any rights to or claims for indemnification or contribution, including associated expenses and attorneys fees and the advancement of either of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement dated as of April 10September 13, 2002 2000 between Executive and the Company (the “"Indemnity Agreement”"), or under any other provision or principle of law, or otherwise. In addition, this release shall not extend to or discharge (i) the Executive’s 's right to enforce the terms and conditions of this Agreement, or (ii) any rights or claims that might arise after the Effective Date, or (iii) the Executive’s 's right to enforce the terms and conditions of the Stock Repurchase Agreement, or (iv) the Executive's right to enforce the terms and conditions of the Indemnity Agreement or the Company’s 's Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved. The Executive represents and warrants that he currently knows of no basis for any claims by him against any Released Company Party, and that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or proceeding against any Released Company Party in any agency, court or other forum or tribunal.