Employee Settlement and Release Agreement

EMPLOYEE SETTLEMENT AND RELEASE AGREEMENT

This Employee Settlement and Release Agreement (the "AGREEMENT") is entered into by and between _______________ ("EMPLOYEE") on the one hand and ______________ ("COMPANY") on the other.

Recitals

A. EMPLOYEE is a former employee of the COMPANY.

B. The parties wish to resolve any claim by EMPLOYEE against the COMPANY and all other existing differences completely and amicably, without litigation. EMPLOYEE acknowledges that the payment to him under this AGREEMENT is being made for the sole purpose of avoiding the uncertainties, vexations and expense of litigation.

C. The parties represent that they have been advised about the AGREEMENT by their respective counsel, are competent to enter into it, fully understand its terms and consequences, and enter into it knowingly and voluntarily.

Based on these recitals, the parties agree as follows:

Terms

1. No Admission. This AGREEMENT is entered in connection with the compromise of disputed claims. Neither this AGREEMENT nor any action or acts taken in connection with this AGREEMENT or pursuant to it will constitute an admission by COMPANY or any other person or entity of any violation of law, nor will it constitute or be construed as an admission of any wrongdoing whatsoever. In fact, COMPANY, its officers, employees, agents and representatives specifically deny committing any unlawful act against EMPLOYEE at any time.

2.  Payment. Within three (3) days after execution of this AGREEMENT, and in consideration for the promises and covenants contained herein, COMPANY will cause to be delivered to counsel for EMPLOYEE a check in the amount of $________. Except for this payment, EMPLOYEE acknowledges and agrees that he is entitled to receive no other payments, benefits, or compensation from COMPANY. EMPLOYEE represents that there are no outstanding advances or other sums due COMPANY from EMPLOYEE.

3.  Tax. Appropriate tax deductions shall be made by the COMPANY from the payment made under Section 2.

4.  Release. EMPLOYEE, on behalf of himself and his representatives, spouse, agents, heirs and assigns, releases and discharges COMPANY and COMPANY’s former, current or future officers, employees, representatives, agents, fiduciaries, attorneys, directors, shareholders, insurers, predecessors, parents, affiliates, benefit plans, successors, heirs, and assigns from any and all claims, liabilities, causes of action, damages, losses, demands or obligations of every kind and nature, whether now known or unknown, suspected or unsuspected, which Employee ever had, now has, or hereafter can, shall or may have for, upon or by reason of any act, transaction, practice, conduct, matter, cause or thing of any kind whatsoever, relating to or based upon, in whole or in part, any act, transaction, practice or conduct prior to the date hereof, including but not limited to matters dealing with EMPLOYEE’S employment or termination of employment with the Company, or which relate in any way to injuries or damages suffered by EMPLOYEE (knowingly or unknowingly). This release and discharge includes, but is not limited to, claims arising under federal, state and local statutory or common law, including, but not limited to, the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act, claims for wrongful discharge under any public policy or any policy of the Company, claims for breach of fiduciary duty, and the laws of contract and tort; and any claim for attorney’s fees. EMPLOYEE promises never to file a lawsuit or assist in or commence any action asserting any claims, losses, liabilities, demands, or obligations released hereunder.

5.  Known or Unknown Claims. The parties understand and expressly agree that this AGREEMENT extends to all claims of every nature and kind, known or unknown, suspected or unsuspected, past, present, or future, arising from or attributable to any conduct of the Company and its successors, subsidiaries, and affiliates, and all their employees, owners, shareholders, agents, officers, directors, predecessors, assigns, agents, representatives, and attorneys, whether known by EMPLOYEE or whether or not EMPLOYEE believes he may have any claims, and that any and all rights granted to EMPLOYEE under Section 1542 of the California Civil Code or any analogous state law or federal law or regulations, are hereby expressly WAIVED, if applicable. Said Section 1542 of the California Civil Code 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.

6.  Non-Disclosure. EMPLOYEE and his counsel represent that they have not disclosed the terms of this AGREEMENT to anyone other than EMPLOYEE’s spouse. EMPLOYEE, his counsel and EMPLOYEE’s spouse agree to keep the terms of the AGREEMENT, including the fact that a payment was made to EMPLOYEE and the amount of such payment, strictly confidential and, unless required by court order or other law, will not disclose such information without the prior written permission of the COMPANY to anyone except EMPLOYEE’s attorneys or tax advisors, if any, but only after informing those persons that they too must keep the information confidential. If asked about the status of the dispute between the parties, EMPLOYEE, his counsel and EMPLOYEE’s spouse may state only that "the matter has been resolved" or words to that effect, but will not otherwise disclose any information about this AGREEMENT or its terms. Because a breach of this confidentiality paragraph would cause COMPANY damages that are impracticable or too difficult to fix, in the event of such a breach, EMPLOYEE shall be liable to COMPANY for liquidated damages in the amount of $______ for each breach, plus any attorneys’ fees and costs owed pursuant to Section 13 herein and any equitable relief.

7.  No Future Employment. EMPLOYEE promises not to seek employment or any other business relationship at any time in the future with COMPANY or any of its parents or affiliates and he forsakes any right to be employed or to have any other....