November 5, 2002
TO X.X. XXXXXXXXX/QIC, LLC AND
X.X. XXXXXXXXX/QIC MANAGEMENT, LLC:
With reference to the Shareholders Agreement, made as of August 1, 2001
(the "New Agreement"), by and among X.X. Xxxxxxxxx/QIC, LLC ("WRH/QIC"), Philips
Electronics North America Corporation ("PENAC") and X.X. Xxxxxxxxx/QIC
Management, LLC (the "Manager" and, collectively with WRH/QIC and PENAC, the
"Parties") and the Shareholders Agreement, made as of May 27, 1998 (the "Old
Agreement"), by and among WRH/QIC, Hewlett-Packard Company ("HP") and the
Manager, this letter sets forth our agreement as follows:
1. Pursuant to Section 5 of the New Agreement, the New Agreement is hereby
terminated, and all of the provisions of the New Agreement are hereby
repealed, effective as of the date hereof.
2. Each Party, for itself and its shareholders, officers, directors,
employees, agents, assigns, successors, representatives, direct and
indirect parent companies, direct and indirect subsidiaries and other
affiliates (such other individuals and entities, such Party's
"Affiliates"), (i) does hereby release, discharge, and covenant not to sue
or bring or maintain any suit, claim, action or bring any proceeding
against any other Party, HP, Agilent Technologies, Inc. ("Agilent") and/or
their respective shareholders, officers, directors, employees, agents,
assigns, successors, representatives, direct and indirect parent companies,
direct and indirect subsidiaries and other affiliates (the Parties, HP,
Agilent and all such individuals and entities collectively, the "Released
Entities") from, against or regarding any and all claims, demands, awards,
damages, suits, causes of action, losses, liabilities or expenses of any
kind or character, whether known or unknown, which such Party and its
Affiliates now have, may have or ever have had, which arise out of or in
connection with the New Agreement or the Old Agreement. Each Party fully
understands that if any fact regarding the subject matter underlying this
letter is found hereafter to be other than, or different from, any fact now
believed to be true, such Party expressly accepts and assumes the risk of
such possible difference(s) in fact and agrees that this letter shall be
effective notwithstanding such difference(s) in fact(s). Each Party
acknowledges its familiarity with the provisions of Section 1542 of the
California Civil Code and expressly agrees that the release set forth
herein constitutes a waiver and release of any rights or benefits that may
arise thereunder, to the full extent that such rights or benefits may be
waived. Section 1542 of the California Civil Code states 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 expressly acknowledges that the effect and import of this letter has
been fully explained by such Party's own counsel and that this letter is entered
into knowingly and voluntarily, without duress or undue influence, in
consideration for the promises, obligations and rights set forth herein.
3. The Released Entities are intended third party beneficiaries of the
agreement set forth in this letter. This letter agreement shall be governed
by, and construed in accordance with, the internal laws of the State of
California.
If you are in agreement with the foregoing, please fax a single executed
counterpart of this letter to Xxxxxx Xxxxxxx of Xxxxxxxx & Xxxxxxxx at
x0-000-000-0000, whereupon this letter shall become a binding agreement among
us.
Very truly yours,
PHILIPS ELECTRONICS NORTH
AMERICA CORPORATION
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
Accepted and agreed
as of the date hereof:
X.X. XXXXXXXXX/QIC, LLC
By: X.X. Xxxxxxxxx/QIC Management, LLC,
As Manager
By: /s/ X.X. Xxxxxxxxx
----------------------------------
Name: X.X. Xxxxxxxxx
Title: Manager
X.X. XXXXXXXXX/QIC MANAGEMENT, LLC
By: /s/ X.X. Xxxxxxxxx
----------------------------------
Name: X.X. Xxxxxxxxx
Title: Manager
