Common use of Release by the Executive Clause in Contracts

Release by the Executive. The Executive hereby releases and discharges and covenants not to xxx the Company, the Board, the Company’s subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands, causes of action, suits, actions, proceedings, debts, liens, contracts, promises, liability, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date the Executive signs this Agreement. Notwithstanding the foregoing, and for the avoidance of doubt, the Executive is not releasing (i) any 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 to accrued or vested benefits the Executive may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (iv) rights under or claims to enforce this Agreement, (v) any right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator, or (vi) rights which arise after the date of this Agreement. This Agreement will not prevent the Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor.

Release by the Executive. The 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 hereby Parties"), knowingly and voluntarily releases and discharges the Company and covenants not to xxx the Companyits subsidiaries and affiliates, the Board, the Company’s subsidiaries, parents, or affiliated corporations, past respective current and present, and each of them, as well as each of its and their assignees, successors, directors, former officers, stockholders, partners, representatives, insurersemployees, attorneys, agents and directors of the Company and its subsidiaries and affiliates, and any successor or employees, past or present assign of any of the foregoing (individually and collectively, “Releasees”the "Released Company Parties"), from and with respect to any and all claimsclaim, agreementscharge, obligationsaction or cause of action that any of the Releasing Executive Parties may have against any of the Released Company Parties, demands, causes of action, suits, actions, proceedings, debts, liens, contracts, promises, liability, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, suspected from the beginning of time through the Effective Date based upon any act, fact, omission, matter, cause or unsuspectedthing whatsoever, fixed whether or contingent, not related to or arising out of the Executive's employment with the Company or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date the Executive signs this Agreementtermination 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 for attorneys fees and the avoidance advancement of doubteither 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 September 13, 2000 between Executive is and the Company (the "Indemnity Agreement"), or under any other provision or principle of law, or otherwise. In addition, this release shall not releasing extend to or discharge (i) any claims that cannot be waived under applicable state, localthe Executive's right to enforce the terms and conditions of this Agreement, 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 arise after the Effective Date, or (iii) the Executive's right to accrued or vested benefits enforce the Executive may have, if any, as terms and conditions of the date hereof under any applicable planStock Repurchase Agreement, policy, practice, program, contract or agreement with the Company, (iv) rights under or claims the Executive's right to enforce this Agreementthe terms and conditions of the Indemnity Agreement or the Company's Certificate of Incorporation or its Bylaws, (v) all of which rights and claims shall be preserved. The Executive represents and warrants that he currently knows of no basis for any right to communicate directly withclaims by him against any Released Company Party, cooperate withand that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or provide information to, proceeding against any federal, state or local government regulator, or (vi) rights which arise after the date of this Agreement. This Agreement will not prevent the Executive from filing, cooperating with, or participating Released Company Party in any proceeding before the Equal Employment Opportunity Commission agency, court or Department of Laborother forum or tribunal.

Release by the Executive. The Executive hereby releases and discharges and covenants not to xxx the Company, the Board, the Company’s subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as each of its and their assignees, successors, directors, officers, stockholders, partners, representatives, insurers, attorneys, agents or employees, past or present (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands, causes of action, suits, actions, proceedings, debts, liens, contracts, promises, liability, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, arising out of or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date the Executive signs this Agreement. Notwithstanding the foregoing, and for the avoidance of doubt, the Executive is not releasing (i) any 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 22 with respect to Company equity-based compensatory awards, any rights or claims to accrued or vested benefits the Executive may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (iv) rights under or claims to enforce this Agreement, (v) any right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator, or (vi) rights which arise after the date of this Agreement. This Agreement will not prevent the Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or Department of Labor.

Release by the Executive. The 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 hereby Parties”), knowingly and voluntarily releases and discharges the Company and covenants not to xxx the Companyits subsidiaries and affiliates, the Board, the Company’s subsidiaries, parents, or affiliated corporations, past respective current and present, and each of them, as well as each of its and their assignees, successors, directors, former officers, stockholders, partners, representatives, insurersemployees, attorneys, agents and directors of the Company and its subsidiaries and affiliates, and any successor or employees, past or present assign of any of the foregoing (individually and collectively, the “ReleaseesReleased Company Parties”), from and with respect to any and all claimsclaim, agreementscharge, obligationsaction or cause of action that any of the Releasing Executive Parties may have against any of the Released Company Parties, demands, causes of action, suits, actions, proceedings, debts, liens, contracts, promises, liability, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, suspected from the beginning of time through the date of this Agreement based upon any act, fact, omission, matter, cause or unsuspectedthing whatsoever, fixed whether or contingent, not related to or arising out of the Executive’s employment with the Company or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date the Executive signs this Agreementtermination 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 for attorneys fees and the avoidance advancement of doubteither of the foregoing, that Executive currently has or may in the future have under any of the following: the Certificate of Incorporation or By-Laws of the Company, under any applicable insurance policy, under that certain Indemnity Agreement effective as of September 13, 2000 between Executive is and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not releasing extend to or discharge (i) any claims that cannot be waived under applicable state, localthe Executive’s right to enforce the terms and conditions of this Agreement, 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 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 that might arise after the date of this Agreement, or (iii) the Executive’s right to enforce the terms and conditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws, all of which rights and claims shall be preserved, or (iv) the Executive’s right to enforce the terms and conditions of each agreement and plan governing the issuance of each stock option referenced in Section 5.a, as well as the stock issued upon exercise of that stock option. This Agreement will not prevent the Nothing in this Section 6.b shall prohibit Executive from filing, cooperating with, filing a charge or participating in any proceeding before complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission or 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. (a) The Executive hereby unconditionally, irrevocably and absolutely releases and discharges and covenants not to xxx the Company, the BoardPurchaser, the Company’s subsidiaries, each of their respective direct and indirect parents, or affiliated corporations, past affiliates and presentsubsidiaries, and each of them, as well as each of its and their assignees, successorsthe foregoing’s respective officers, directors, officersshareholders, stockholdersmanagers, partners, representatives, insurers, attorneys, agents or employees, past or present agents, investors, and representatives (individually and collectively, the “ReleaseesReleased Parties”), ) from and with respect to any and all claims, agreements, obligations, demandsactions, causes of action, suitssuits and claims of every kind and description whatsoever, actionswhether known or unknown, proceedingswhich existed or may have existed at any time from the beginning of the world up to the Effective Date, debtsrelated in any way to any transactions or occurrences involving the Company, liensor any parent or subsidiary of the Company or any person acting on behalf of or through the Company, contractsand the Executive or any affiliate of Executive through the Effective Date, promisesor any matter, liabilitycause or thing whatsoever which shall have arisen at any time from the beginning of the world up to the Effective Date, damagesto the fullest extent permitted by law, including, but not 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 Employment Agreement (except claims for payment of the Payment), claims related to the Acquisition Agreement, the Offer to Purchase, that certain Agreement and Plan of Merger dated as of June 2, 2004, by and between JRT Acquisition, Inc. and the Company (the “JRT Acquisition Agreement”) or the termination of the JRT Acquisition Agreement, and all other losses, costsliabilities, attorneys’ fees or expensesclaims, charges, demands and causes of any nature whatsoeveraction, known or unknown, suspected or unsuspected, fixed arising directly or contingent, arising indirectly out of or in any way connected with events, acts, conduct, or omissions occurring at the any time prior to and including the date the Executive signs this Agreement. Notwithstanding of the foregoing, Executive’s employment with or service to the Company or the ending of those relationships, or Executive’s ownership of Common Stock, other capital stock or stock options of the Company or Executive’s participation or non-participation in any employee benefit plans of the Company, or Purchaser’s acquisition of the Company, in each case except those claims and for the avoidance of doubtrights that are specifically excluded from this release below in this Section 2(a). Except as set forth herein, the Executive this release includes, but is not releasing (i) limited to, any claims that cannot be waived under applicable 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, localor other governmental statute, executive order, or federal lawordinance, (ii) rights the Executive has to indemnification and advancement of legal fees and expenses and insurance (including, without limitation, under Title VII of the Indemnification AgreementCivil Rights Act of 1964 as amended, the Company’s certificate Civil Rights Act of incorporation and bylaws1991, the Company’s D&O insurance Civil Rights Act of 1866, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Family and otherwise) 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 enforce such rightsthe contrary contained herein, the release set forth in this Section 2 shall not 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 under Section 13(b)(i) of the Employment Agreement), in accordance with the applicable terms thereof, including, without limitation, as described on Schedule 1 hereto; (ii) claims for payment of the Payment in accordance with this Agreement; (iii) other than as set forth in Section 2, any rights claim or claims to accrued or vested benefits right of indemnification by the Executive may have, if any, as Company under the organizational documents of the date hereof Company, by law or under the indemnification provisions of the Employment Agreement or any other applicable plan, policy, practice, program, contract or agreement with the Company, including any indemnification pursuant to any applicable laws; (iv) rights any claim or right under or claims to enforce this Agreement, the Company’s directors and officers liability coverage; and (v) any claim or right with respect to communicate directly withpayment for common stock or stock options of 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, cooperate withbut 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 lawsuits against either the Company or the Purchaser with any governmental agency or any court, 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 provide information court assumes jurisdiction of 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 not released herein. (c) The Executive represents and warrants that he is the sole owner of 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 manner, and that he 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 federalclaim of mistake, state and that the releases herein express a full and complete release on the part of each party and, regardless of the adequacy or local government regulatorinadequacy of the consideration, or (vi) rights which arise after the date of this Agreementparties intend the releases herein to be final and complete. This Agreement will not prevent The parties execute these releases with the Executive from filingfull knowledge that they cover all possible claims against each other, cooperating withexcept as specified above, or participating in any proceeding before to the Equal Employment Opportunity Commission or Department of Laborfullest extent permitted by law.

Release by the Executive. The 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 hereby Parties”), knowingly and voluntarily releases and discharges the Company and covenants not to xxx the Companyits subsidiaries and affiliates, the Board, the Company’s subsidiaries, parents, or affiliated corporations, past respective current and present, and each of them, as well as each of its and their assignees, successors, directors, former officers, stockholders, partners, representatives, insurersemployees, attorneys, agents and directors of the Company and its subsidiaries and affiliates, and any successor or employees, past or present assign of any of the foregoing (individually and collectively, the “ReleaseesReleased Company Parties”), from and with respect to any and all claimsclaim, agreementscharge, obligationsaction or cause of action that any of the Releasing Executive Parties may have against any of the Released Company Parties, demands, causes of action, suits, actions, proceedings, debts, liens, contracts, promises, liability, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, suspected from the beginning of time through the Effective Date based upon any act, fact, omission, matter, cause or unsuspectedthing whatsoever, fixed whether or contingent, not related to or arising out of the Executive’s employment with the Company or in any way connected with events, acts, conduct, or omissions occurring at any time prior to and including the date the Executive signs this Agreementtermination 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 for attorneys fees and the avoidance advancement of doubteither 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 is and the Company (the “Indemnity Agreement”), or under any other provision or principle of law, or otherwise. In addition, this release shall not releasing extend to or discharge (i) any claims that cannot be waived under applicable state, localthe Executive’s right to enforce the terms and conditions of this Agreement, 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 to accrued or vested benefits that might arise after 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 regulatorEffective Date, or (viiii) 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 which arise after the date and claims shall be preserved. The Executive represents and warrants that he currently knows of this Agreement. This Agreement will not prevent the Executive from filingno basis for any claims by him against any Released Company Party, cooperating withand that neither he nor anyone acting on his behalf has filed any claim, action, suit, complaint or participating proceeding against any Released Company Party in any proceeding before the Equal Employment Opportunity Commission agency, court or Department of Laborother forum or tribunal.