MARC ONETTO CONSULTING AGREEMENT AND GENERAL RELEASE
This Consulting Agreement and General Release (this Agreement) is made by and between MarcOnetto (Consultant) and Solectron Corporation, a Delaware corporation (the Company).Consultant and the Company are collectively referred to herein as the Parties.
WHEREAS, Consultant is employed by the Company in the capacity of Executive Vice President ofWorldwide Operations;
WHEREAS, Consultant and the Company entered into an employment agreement dated June 18, 2003(the Employment Agreement);
WHEREAS, Consultants employment relationship with the Company will terminate without Cause(as defined in the Employment Agreement) on June 23, 2006 (the Transition Date);
WHEREAS, Consultants relationship with the Company will transform into that of a consultantbeginning on the Transition Date;
WHEREAS, Consultant and the Company wish to provide for Consultants orderly transition fromthe position of Executive Vice President of Worldwide Operations, and mutually desire thatConsultant continue to provide his services to the Company for an agreed-upon period as set forthherein; and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances,charges, actions, petitions and demands that the Consultant may have against the Company,including, but not limited to, any and all claims arising or in any way related to Consultantsemployment with, or separation from, the Company;
NOW THEREFORE, in consideration of the promises made herein after and conditioned uponConsultants compliance with all conditions and covenants contained in this Agreement, the Partieshereby agree as follows:
1. Scope of Consulting Services.
(a) Duties. In accordance with the terms of the Employment Agreement, the Partiesagree that for the six (6)-month period following the Transition Date (the Consulting Term),Consultant will serve as a consultant to the Company. In this capacity, Consultant will rendersuch business and professional services in the
performance of his duties as shall reasonably be assigned to him by the Chief ExecutiveOfficer of the Company (the CEO), not to exceed five (5) calendar days per month.
(b) Independent Contractor Relationship. As of the Transition Date, it is the expressintention of the Parties that Consultant will be an independent contractor of the Company. Nothingin this Agreement shall in any way be construed to constitute Consultant as an agent, employee orrepresentative of the Company, but Consultant shall perform the services hereunder as anindependent contractor. Consultant agrees to furnish (or reimburse the Company for) all tools andmaterials necessary to accomplish the services in this Agreement, and shall incur all expensesassociated with performance, except as expressly set forth herein. Consultant acknowledges andagrees that Consultant is obligated to report as income all compensation received by Consultantpursuant to this Agreement, and Consultant agrees to and acknowledges the obligation to pay allself-employment and other taxes thereon.
(c) Obligations. Consultant certifies that Consultant has no outstanding agreement orobligation that is in conflict with any of the provisions of this Agreement, or that would precludeConsultant from complying with the provisions hereof, and further certifies that Consultant willnot enter into any such conflicting agreement during the term of this Agreement. During theConsulting Term and thereafter, Consultant may engage in other employment or consulting activitiesfor any other entity or person, provided such activities do not violate any provisions of thisAgreement, the Employment Agreement or the Exempt Proprietary Information Agreement betweenConsultant and the Company (the Proprietary Information Agreement), including, withoutlimitation, Sections 6 and 7 hereof.
2. Compensation for Consulting Services.
(a) Consulting Fees. During the Consulting Term, the Company will pay Consultantaggregate consulting fees equal to one-half (1/2) of the sum of Consultants annual Base Salary andTarget Bonus (each as defined in the Employment Agreement), each at the level in effect on theTransition Date. Consultants fees shall be paid ratably during the Consulting Term in accordancewith the Companys regular payroll schedule, subject to a delay in payment as described in Section4 hereof.
(b) Equity. Consultants outstanding stock options and other equity awards willcontinue to vest during the Consulting Term in accordance with the applicable vesting schedule(s).Consultants right to exercise any vested shares following his termination of service hereunderwill be governed by the terms of the applicable stock option and other agreements and theapplicable plans under which such awards were granted.
(c) Benefits. Pursuant to Section 8(a) of the Employment Agreement, Consultant willreceive Company-paid coverage for Consultant and Consultants eligible dependents under theCompanys Benefit Plans (as defined in the Employment Agreement) during the Consulting Term.Consultant will not be entitled to any other benefits which the Company may make available to itsemployees, including, but not
limited to, disability, life insurance or retirement benefits, except that (i) the Companyshall transfer title to the computer and cell phone used by Consultant as of the Transition Date tothe Consultant, provided Consultant makes arrangements to the satisfaction of the Company for thesatisfaction of applicable tax withholding related to such transfer, (ii) the Company willreimburse Consultants costs of his use of such cell phone during the Consulting Term as it relatesto the provision of services to the Company and only after Consultant has submitted documentationto the Company substantiating any such costs to the reasonable satisfaction of the Company, and(iii) in lieu of all financial counseling Benefits Consultant would be entitled to receive underthe terms of the Employment Agreement, Consultant shall be paid $6,000, less applicable taxwithholding, on the Effective Date.
3. Consideration. In consideration for the release of claims and other covenantscontained herein and conditioned upon Consultants compliance with all conditions and covenantscontained in this Agreement, including, without limitation, the provisions regardingconfidentiality, non-disparagement, non-competition and non-solicitation following the TransitionDate, the Company will provide Consultant, in addition to the compensation for Consultantsconsulting services, the following severance benefits in accordance with the terms of theEmployment Agreement, subject to the effectiveness of this Agreement and Section 14:
(a) Deferred Compensation. On the Effective Date, the Deferred Compensation Payment(as defined in the Employment Agreement) (as adjusted for investment returns thereon) willimmediately vest and be paid to Consultant in accordance with Consultants payout election and theterms of the Companys Executive Deferred Compensation Plan (the Deferred Compensation Plan) andsubject to the terms of this Agreement. For avoidance of doubt, for purposes of the DeferredCompensation Plan, Consultant shall be deemed to have terminated service with the Company on theTransition Date.
(b) Equity Awards. As of the Effective Date, the Restricted Stock (as defined in theEmployment Agreement) will immediately vest and be released from the Companys repurchase right.
(c) Signing Bonus. As of the earlier of (i) June 18, 2006, or (ii) the EffectiveDate, Consultant will have no repayment obligation with respect to the Signing Bonus (as defined inthe Employment Agreement).
(d) Severance Payment. Following the end of the Consulting Term, Consultant willreceive a lump sum payment equal to one (1) times his annual Base Salary and Target Bonus (each asdefined in the Employment Agreement), each at the level in effect on the Transition Date.
(e) Benefits. Consultant will receive Company-paid coverage for Consultant andConsultants eligible dependents under the Companys Benefit Plans (as defined in the EmploymentAgreement) for twelve (12) months following the end of the Consulting Term. Consultants rights tocontinuation of group medical benefits pursuant
to Part 6 of Title I of the Employee Retirement Income Security Act of 1974 and analogousprovisions of the Internal Revenue Code (COBRA) shall commence at the end of such 12-monthperiod.
4. Delayed Payment of Certain Amounts. The Parties acknowledge that Section 409A(Section 409A) of the Internal Revenue Code of 1986, as amended (the Code) imposes acceleratedgross income inclusion, interest and additional income taxes (409A Penalties) on deferredcompensation (as defined under Section 409A) that does not meet certain requirements set forth inSection 409A, and that as of the date this Agreement is executed, final Treasury Regulations havenot been promulgated thereunder. Provisions of this Agreement that are or may be deemed to be orto relate to a deferred compensation plan (as defined in Section 409A and the proposed regulationspromulgated thereunder to date) have been agreed on between the Parties in good faith reliance onthe application of and the guidance contained in IRS Notice 2005-1 and Sections 1.409A-1, -2 and -3of the proposed Treasury Regulations and the preamble thereto, including the transitional rulesthereof, to the facts and circumstances of Consultants employment and the termination thereof.Consultant and the Company intend that, from and after the Transition Date, Consultant will notprovide substantial services for the Company, and that Consultant will have a separation fromservice from the Company for purposes of Section 409A as of the Transition Date. The Partiesagree that it is not intended that 409A Penalties apply to any payment or the provision of anybenefit hereunder, and accordingly, the provisions of this Section 4 will apply to any payment orbenefit to which 409A Penalties would apply, regardless of whether such payment or benefit isexplicitly made subject to this Section 4. Accordingly, the Parties hereby agree that no (i)consulting fees pursuant to Section 2(a), (ii) any compensation that Consultant deferred under theDeferred Compensation Plan or any other non-qualified deferred compensation plan maintained by theCompany that was not grandfathered or otherwise exempt from the provisions of Section 409A (itbeing understood between the Parties that the Deferred Compensation Payment (as defined in theEmployment Agreement) and any earnings thereon are grandfathered or otherwise exempt from theprovisions of Section 409A), or (iii) severance payments pursuant to Section 3(d), will be paidprior to the date, with respect to any payment, that such payment may be made without being aprohibited distribution under Code Section 409A(a)(2)(B), as mutually determined by the Company andthe Consultant, acting in good faith. Upon the expiration of the applicable Code Section409A(a)(2)(B) deferral period, all payments and benefits deferred pursuant to this Section 4(whether they would have otherwise been payable in a single sum or in installments in the absenceof such deferral) shall be paid or reimbursed to Consultant in a lump sum payment, and anyremaining payments and benefits due under this Agreement shall be paid or provided in accordancewith the normal payment dates specified for them herein. If delay or postponement of a payment orthe provision of a benefit would not avoid the imposition of 409A Penalties, then the Parties agreeto cooperate diligently to revise the Agreement in order to preserve insofar as possible thepayment or benefit free from 409A Penalties. Notwithstanding the foregoing, Consultant will beresponsible for all taxes under Section 409A or any other Section of the Code and any other taxesthat would ordinarily be the responsibility of Consultant by law, statute, rule or regulation andthe Company in no way will be required to indemnify Consultant for the same.
5. Payment of Salary and other Compensation and Benefits. Except for amounts setforth in Sections 2 or 3 that are payable after the Transition Date or that are delayed pursuant toSection 4, on or prior to the Transition Date, the Company shall pay Consultant the amount of anyand all accrued but unpaid salary, wages, bonuses, commissions, profit-sharing, accrued but unusuedvacation, and reimburseable expenses owed to Consultant as of the Transition Date in connectionwith his employment prior to the Transition Date.
6. Non-Competition. Consultant, as a condition to the receipt of the considerationset forth in this Agreement, agrees not to render services for any of the Companys Competitors (asdefined below) during the twenty-four (24) month period following the Transition Date. In theevent Consultant engages in Competition (as defined below) within such period, all continuingpayments and benefits to which Consultant may otherwise be entitled pursuant to Sections 2 and 3 ofthis Agreement and/or the Employment Agreement will immediately cease (including Consultantsability to exercise any outstanding stock options) and the Company will be entitled to monetarydamages (not to exceed the value of the applicable compensation and severance benefits actuallypaid pursuant to Sections 2 and 3 of this Agreement) or equitable relief in the event of a breachof such covenant.
For these purposes, the term Competitor shall mean any of the following companies: (i)Celestica Inc., (ii) Flextronics International Ltd., (iii) Foxconn Electronics Inc., (iv) JabilCircuit, Inc., (v) Plexus Corp., and (vi) Sanmina-SCI Corporation. For purposes of this Agreement,Consultant will be deemed to be have engaged in Competition if he renders services for any of theCompetitors.
7. Non-Solicitation. During the twenty-four (24) month period following theTransition Date, Consultant, whether as employee, owner, sole proprietor, partner, director,member, consultant, agent, founder, co-venturer or otherwise, will: (i) not, directly or indirectlysolicit, induce or encourage any person to leave employment with the Company; or (ii) not directlyor indirectly solicit business from any of the Companys substantial customers and users on behalfof any Competitor (as defined above). In the event Consultant breaches this non-solicitationcovenant, all continuing payments and benefits to which Consultant may otherwise be entitledpursuant to Sections 2 and 3 of this Agreement will immediately cease (including Consultantsability to exercise any outstanding stock options).
8. Non-Disparagement. During the twenty-four (24) month period following theTransition Date, (i) Consultant agrees to refrain from any disparagement, defamation, libel orslander of the Company or its products, services, officers, directors, employees, or otherrepresentatives, and (ii) the Company (acting through its directors and officers), its directorsand officers will not disparage Consultant.
9. Confidential Information. Consultant shall continue to comply with the terms andconditions of the Proprietary Information Agreement, and maintain the confidentiality of all of theCompanys confidential and proprietary information. Such information includes, but is not limitedto, all customer lists, equipment, records, data,
notes, reports, proposals, correspondence, specifications, drawings, blueprints, sketches,materials, or other documents or property belonging to the Company.
10. No Duty to Mitigate. Consultant will not be required to mitigate the amount ofany payment contemplated by this Agreement, nor will any earnings that Consultant may receive fromany other source reduce any such payment.
11. Release of Claims. Consultant agrees that the foregoing consideration representssettlement in full of all outstanding obligations owed to Consultant by the Company and itsofficers, managers, supervisors, agents and employees. Consultant, on his own behalf, and onbehalf of his respective heirs, family members, executors, agents, and assigns, hereby fully andforever releases the Company and its current and former: officers, directors, employees, agents,investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries,predecessor and successor corporations and assigns (the Releasees) from, and agrees not to sueconcerning, any claim, duty, obligation or cause of action relating to any matters of any kind,whether presently known or unknown, suspected or unsuspected, that Consultant may possess arisingfrom any omissions, acts or facts that have occurred up, until, and including the Effective Date ofthis Agreement, including, without limitation:
(a) any and all claims relating to or arising from Consultants employment relationship withthe Company, including Consultants termination from the position of Executive Vice President ofWorldwide Operations, his transition to the position of consultant, as well as any employment andconsultant-related claims arising prior to the Effective Date;
(b) any and all claims relating to, or arising from, Consultants right to purchase, or actualpurchase of shares of stock of the Company, including, without limitation, any claims for fraud,misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law,and securities fraud under any state or federal law;
(c) any and all claims under the law of any jurisdiction including, but not limited to,wrongful discharge of employment; constructive discharge from employment; termination in violationof public policy; discrimination; breach of contract, both express and implied; breach of acovenant of good faith and fair dealing, both express and implied; promissory estoppel; negligentor intentional infliction of emotional distress; negligent or intentional misrepresentation;negligent or intentional interference with contract or prospective economic advantage; unfairbusiness practices; defamation; libel; slander; negligence; personal injury; assault; battery;invasion of privacy; false imprisonment; and conversion;
(d) any and all claims for violation of any federal, state or municipal statute, including,but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, theAge Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the FairLabor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment andRetraining Notification Act,
the Older Workers Benefit Protection Act; the California Fair Employment and Housing Act, andthe California Labor Code;
(e) any and all claims for violation of the federal, or any state, constitution;
(f) any and all claims arising out of any other laws and regulations relating to employment oremployment discrimination;
(g) any claim for any loss, cost, damage, or expense arising out of any dispute over thenon-withholding or other tax treatment of any of the proceeds received by Consultant as a result ofthis Agreement; and
(h) any and all claims for attorneys fees and costs.
Notwithstanding anything contained herein to the contrary, this release does not extend to anyobligations under this Agreement, Consultants vested account balance under the Solectron 401(k)Retirement Savings Plan, or any right to indemnification or directors and officers liabilityinsurance coverage to which Consultant is otherwise entitled in accordance with the Companysarticles or by-laws.
12. Acknowledgement of Waiver of Claims Under ADEA. Consultant acknowledges that heis waiving and releasing any rights he may have under the Age Discrimination in Employment Act of1967 (ADEA) and that this waiver and release is knowing and voluntary. Consultant and theCompany agree that this waiver and release does not apply to any rights or claims that may ariseunder the ADEA after the Effective Date of this Agreement. Consultant acknowledges that theconsideration given for this waiver and release Agreement is in addition to anything of value towhich Consultant was already entitled. Consultant further acknowledges that he has been advised bythis writing that:
(a) he should consult with an attorney prior to executing this Agreement;
(b) he has up to twenty-one (21) days within which to consider this Agreement;
(c) he has seven (7) days following his execution of this Agreement to revoke this Agreement;
(d) this ADEA waiver shall not be effective until the revocation period has expired; and,
(e) nothing in this Agreement prevents or precludes Consultant from challenging or seeking adetermination in good faith of the validity of this waiver under the ADEA, nor does it impose anycondition precedent, penalties or costs for doing so, unless specifically authorized by federallaw.
13. Civil Code Section 1542. Consultant represents that he is not aware of any claimsagainst any of the Releasees. Consultant acknowledges that he has been advised to consult withlegal counsel and is familiar with the provisions of California Civil Code Section 1542, whichprovide as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOTKNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THERELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS ORHER SETTLEMENT WITH THE DEBTOR.
Consultant, being aware of this code section, agrees to expressly waive any rights he may havethereunder, as well as under any other statute or common law principles of similar effect.
14. Supplemental Release Following End of Consulting Term. Consultant acknowledgesand agrees that within two (2) business days following the end of the Consulting Term, he shallexecute and deliver a supplemental release in the form attached hereto as Exhibit Areaffirming the releases contained herein and further releasing the Company of any claims that mayhave arisen between the Transition Date and the end of the Consulting Term. In the eventConsultant fails to execute and deliver such release, Consultant agrees that the Company shall haveno obligation to provide the consideration set forth in Section 3(d) and (e). All other provisionsof this Agreement, however, shall remain in full force and effect.
15. No Pending or Future Lawsuits. Consultant represents that he has no lawsuits,claims, or actions pending in his name, or on behalf of any other person or entity, against theCompany or any of the other Releasees. Consultant also represents that he does not intend to bringany claims on his own behalf or on behalf of any other person or entity against the Company or anyof the other Releasees.
16. No Cooperation. Consultant agrees that he will not intentionally act in anymanner that would reasonably be expected to damage the business of the Company (it being understoodthat Consultant engaging in employment with or providing services to other persons or entities thatdo not violate the provisions of this Agreement, the Employment Agreement and the ProprietaryInformation Agreement, will not be considered damaging to the Companys business). Consultantfurther agrees that he will not knowingly counsel or assist any attorneys or their clients in thepresentation or prosecution of any disputes, differences, grievances, claims, charges, orcomplaints by any third party against any of the Releasees, unless under a subpoena or other courtorder to do so. Consultant agrees both to immediately notify the Company upon receipt of any suchsubpoena or court order, and to furnish, within three (3) business days of its receipt, a copy ofsuch subpoena or court order to the Company. If approached by anyone for counsel or assistance inthe presentation or prosecution of any disputes, differences, grievances, claims, charges, orcomplaints against any of the Releasees, Consultant shall
decline to provide such counsel or assistance and shall not provide any counsel or assistance,except as required by law.
17. No Admission of Liability. The Parties understand and acknowledge that thisAgreement constitutes a compromise and settlement of disputed claims. No action taken by theParties, previously or in connection with this Agreement, shall be construed to be: (a) anadmission of the truth or falsity of any claims made, or (b) an admission by either Party of anyfault or liability whatsoever to the other Party or to any third party. This Agreement will begiven the maximum protection allowable under California Evidence Code Section 1152 and/or any otherstate or Federal provisions of similar effect.
18. Breach. Consultant acknowledges and agrees that any material breach of anyprovision of this Agreement shall entitle the Company immediately to recover any payments underSection 2 and 3 of this Agreement, except for breaches of the covenants set forth in Sections 6 and7 of this Agreement, which the Companys recourse for breaches of such covenants will be as setforth in such Sections. The Parties agree and acknowledge that Consultant exercising his rightsunder Section 12(e) will not be considered a material breach of this Agreement. Consultant shallalso be responsible to the Company for all costs, attorneys fees and any and all damages incurredby the Company in enforcing the obligation, including the bringing of any suit to recover themonetary consideration.
19. Costs. The Parties shall each bear their own costs, expert fees, attorney feesand other fees incurred in connection with the preparation of this Agreement.
20. Arbitration. The Parties agree that, unless otherwise agreed to in a writingsigned by the Consultant and the Companys CEO, any and all disputes arising out of, or relatingto, the terms of this Agreement, their interpretation, and any of the matters herein released,shall be subject to binding arbitration in Santa Clara County before the American ArbitrationAssociation under its National Rules for the Resolution of Employment Disputes. The Parties agreethat the prevailing party in any arbitration shall be entitled to injunctive relief in any court ofcompetent jurisdiction to enforce the arbitration award. The Parties agree that the arbitratorwill have the power to award any remedies, including attorneys fees and costs, available underapplicable law. The Parties hereby agree to waive their right to have any dispute between themresolved in a court of law by a judge or jury. This section will not prevent either Party fromseeking injunctive relief (or any other provisional remedy) from any court having jurisdiction overthe Parties and the subject matter of their dispute relating to Consultants obligations under thisAgreement and the agreements incorporated herein by reference.
21. Attorneys Fees. If any action at law or in equity is brought to interpret orenforce the terms of this Agreement, the prevailing party will be entitled to recover its costs andexpenses from the other party, including the costs of mediation, arbitration, litigation, courtfees, plus reasonable attorneys fees, incurred in connection with such action, in addition to anyother relief to which such prevailing party may be entitled.
22. Entire Agreement. This Agreement represents the entire agreement andunderstanding between the Parties concerning the subject matter of this Agreement and Consultantsrelationship with the Company after the Transition Date, and, except where otherwise specificallyreferenced herein, supersedes and replaces any and all prior understandings, negotiations andagreements, written or oral, concerning the subject matter of this Agreement and Consultantsrelationship with the Company after the Transition Date, with the exception of the ProprietaryInformation Agreement, any plans or agreements relating to Consultants equity awards, and theDeferred Compensation Plan.
23. No Oral Modification. Any modification or amendment of this Agreement, oradditional obligation assumed by either Party in connection with this Agreement, shall be effectiveonly if placed in writing and signed by both Parties or their authorized representatives.
24. No Representations. Each Party represents that it has had the opportunity toconsult with an attorney, and has carefully read and understands the scope and effect of theprovisions of this Agreement. Neither Party has relied upon any representations or statements madeby the other Party hereto which are not specifically set forth in this Agreement.
25. No Waiver. The failure of either Party to insist upon the performance of any ofthe terms and conditions in this Agreement, or the failure to prosecute any breach of any of theterms and conditions of this Agreement, shall not be construed thereafter as a waiver of any suchterms or conditions. This entire Agreement shall remain in full force and effect as if no suchforbearance or failure of performance had occurred.
26. Severability. In the event that any provision in this Agreement becomes or isdeclared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreementshall continue in full force and effect without said provision so long as the remaining provisionsremain intelligible and continue to reflect the original intent of the Parties.
27. Governing Law. This Agreement shall be construed, interpreted, governed andenforced in accordance with the laws of the State of California, without regard for choice-of-lawprovisions.
28. Effective Date. This Agreement will become effective upon the later of (a) theTransition Date, or (b) provided that it has been signed by both Parties, the date that is seven(7) days following the date Consultant signed the Agreement, unless Consultant has revoked theAgreement pursuant to Section 12(c) above (the Effective Date).
29. Counterparts. This Agreement may be executed in counterparts, and eachcounterpart shall have the same force and effect as an original and shall constitute an effective,binding agreement on the part of each of the undersigned.
30. Voluntary Execution of Agreement. This Agreement is executed voluntarily and withthe full intent of releasing all claims, and without any duress or undue influence by any of theParties. The Parties acknowledge that:
(a) They have read this Agreement;
(b) They have been represented in the preparation, negotiation, and execution of thisAgreement by legal counsel of their own choice or that they have voluntarily declined to seek suchcounsel;
(c) They understand the terms and consequences of this Agreement and of the releases itcontains; and
(d) They are fully aware of the legal and binding effect of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates set forth below.
|Marc Onetto||Date: June 7, 2006|
|Kevin OConnor||Date: June 7, 2006|
|Executive Vice President Human Resources|
The undersigned hereby verifies his renewed agreement to the terms of the Consulting Agreementand General Release dated June 7, 2006 (the Agreement), as well as the release and waiver of anyand all claims relating to his employment with the Company, including his termination from theposition of Executive Vice President of Worldwide Operations, his transition to the position ofconsultant, as well as any claims arising between the Transition Date and the effective date ofthis Supplemental Release, including but not limited to claims under any local ordinance or stateor federal employment law, including laws prohibiting discrimination in employment on the basis ofrace, sex, age (in particular, any claim under the Age Discrimination in Employment Act or the FairEmployment and Housing Act), disability, national origin, or religion, as well as any claims forwrongful discharge, breach of contract, attorneys fees, costs, or any claims of amounts due forfees, commissions, stock options, expenses, salary, bonuses, profit sharing or fringe benefits.The undersigned further acknowledge that the terms of Sections 5, 11, and 12 of the Agreement shallalso apply to this Supplemental Release and are incorporated herein.
MARC ONETTO, an individual
Executive Vice President Human Resources