Legal Settlement Document

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (the Agreement) is entered into as of the Effective Date set forth below by and between Claimant Name: (hereinafter "Claimant") and Respondent Name: (hereinafter "Respondent"), each a Party and collectively the Parties.

Effective Date:

RECITALS

WHEREAS, Claimant has asserted claims arising out of or related to the facts, transactions and occurrences described in the attached Schedule A (collectively, the Dispute); and

WHEREAS, Respondent denies liability for any and all claims asserted by Claimant but, to avoid the burden, expense and uncertainty of litigation, the Parties desire to fully and finally resolve and settle all disputes between them on the terms set forth in this Agreement; and

WHEREAS, the Parties represent that they have the requisite authority to enter into this Agreement and to carry out their obligations hereunder.

NOW, THEREFORE

In consideration of the mutual promises, covenants and releases contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claim" or "Claims" means any and all claims, demands, actions, causes of action, suits, liabilities, obligations, losses, costs, expenses and damages of every kind, known or unknown, suspected or unsuspected, asserted or unasserted, arising out of or in any way related to the Dispute.

2. SETTLEMENT PAYMENT

2.1 Payment Amount. Respondent shall pay Claimant a total settlement amount of $ (the Settlement Amount), subject to the terms of this Agreement.

2.2 Payment Terms. Payment shall be made by Respondent to Claimant as follows: Payment Method: ; Payment Due Date: .

2.3 Conditions Precedent. Respondent's obligation to pay the Settlement Amount is conditioned upon delivery by Claimant of a fully executed copy of this Agreement and any required tax documentation specified in Section 8.

3. RELEASE OF CLAIMS

3.1 Release by Claimant. Upon receipt of the Settlement Amount, Claimant, on behalf of Claimant and Claimant's heirs, executors, administrators, agents, representatives, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges Respondent and Respondent's past and present parents, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, attorneys, insurers and assigns (the Released Parties) from any and all Claims that Claimant has or may have had as of the Effective Date, including but not limited to the Claims described in Schedule A.

3.2 Release by Respondent. To the fullest extent permitted by law, Respondent, on behalf of Respondent and Respondent's heirs, executors, administrators, agents, representatives, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges Claimant and Claimant's past and present parents, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, attorneys, insurers and assigns from any and all Claims that Respondent has or may have as of the Effective Date in connection with the Dispute.

4. CONFIDENTIALITY

4.1 Confidentiality Obligation. Except as required by law or as set forth in this Section, the Parties shall keep the terms, amount, and existence of this Agreement strictly confidential and shall not disclose such information to any third party, except to each Party's attorneys, accountants and tax advisors who agree to maintain confidentiality.

4.2 Permitted Disclosures. Notwithstanding the foregoing, a Party may disclose information necessary to effectuate the terms of this Agreement, to comply with applicable law, to enforce this Agreement, or where disclosure is made pursuant to a court order, provided the disclosing Party takes reasonable steps to limit disclosure and to obtain confidential treatment where practicable.

5. NON-ADMISSION

The Parties acknowledge and agree that this Agreement is a compromise of disputed claims and that neither the fact of this Agreement nor any payment made hereunder shall constitute an admission by any Party of liability, wrongdoing or violation of law.

6. DISMISSAL; COVENANT NOT TO SUE

Within days following the Effective Date, the Parties shall take all reasonable steps to dismiss with prejudice any pending litigation related to the Dispute and shall promptly execute any documents necessary to effectuate such dismissal. Each Party covenants not to commence, maintain or permit any Claim against the other Party for any Released Claims.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full authority to enter into this Agreement and to perform its obligations hereunder; (b) the person executing this Agreement on its behalf is duly authorized; and (c) the Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

8. TAXES

8.1 Responsibility for Taxes. Each Party will be solely responsible for its own tax obligations arising from payments under this Agreement. Claimant shall provide any tax forms reasonably required by Respondent prior to payment.

8.2 Withholding. If Respondent is required by law to withhold any portion of the Settlement Amount for taxes or other governmental charges, Respondent may withhold and shall remit such amounts to the appropriate authority and shall provide Claimant with proof of withholding.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any claim, loss, liability, damage or expense (including reasonable attorneys' fees) arising from any breach of this Agreement or from any claim excluded from the releases in Section 3.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below. Notice is effective upon receipt.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement, including Schedule A and any documents incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties. The failure of any Party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature.

14. SEVERABILITY

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding and have the same force and effect as original signatures.

SCHEDULE A — DESCRIPTION OF CLAIMS

ADDITIONAL PROVISIONS

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