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This excerpt taken from the PCG 10-K filed Feb 24, 2009. Effective
Date”), provided
it has been approved by the shareholders of the Company.
1.2 This excerpt taken from the PCG 10-Q filed Nov 6, 2008. Effective
Date�). I hereby acknowledge that:
(1)
A blank copy of this Employment Termination Certificate was attached as Exhibit A to the
Separation Agreement when the Company gave it to me for review. I have
been given sufficient and reasonable time to consider signing this
Certificate. I have discussed the Separation Agreement and this
Certificate with an attorney before executing either document.
(2)
The benefits payable under paragraph 2(a)-(c) of the Separation Agreement are
only payable to me if I sign this Certificate after the Resignation Date (as
defined in the Separation Agreement).
(3)
I executed the Separation Agreement prior to my last day of employment. In
exchange for the remaining benefits provided for in paragraph 2(a)-(c) of the
Separation Agreement, I hereby agree that this Certificate will be a part of my
Separation Agreement such that the release of claims and the covenants that I
provided under paragraph 5 of the Separation Agreement will, by my signature
below, extend to and cover any other claims that arose after the Effective Date,
up to and including the Resignation Date and the date this Certificate is
signed, provided, however, by signing the Employment Termination Certificate I
am not releasing any claim I have to receive any and all benefits otherwise due
to me under the terms of the Separation Agreement, or otherwise required by
law.
(4)
Nothing in this Certificate alters, diminishes, or mitigates the scope and
breadth of the releases and covenants that I previously provided to the Company
under the Separation Agreement, which shall remain in full force and effect
regardless of whether I sign this Certificate.
(5)
By signing below, I hereby extend the release of claims and the covenants that I
provided to the Company and other released parties under the Separation
Agreement to cover any other claims (as more fully described in paragraph 5 of
the Separation Agreement) that arose or may have arisen at any time after the
Effective Date, up to and including the Resignation Date and the date this
Certificate is signed. I knowingly and voluntarily waive any and all
rights or benefits which I may have had, may now have or in the future may have
under the terms of Section 1542 of the California Civil Code, which provides as
follows:
A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH,
IF KNOWN BY HIM OR HER MUST
9
HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
I
understand that section 1542 gives me the right not to release existing claims
of which I am not now aware, but I expressly and voluntarily choose to waive my
rights under California Civil Code Section 1542, as well as under any other
federal or state statute or common law principles of similar
effect.
I UNDERSTAND THAT I HAVE A
RIGHT TO CONSULT WITH AN ATTORNEY OF MY OWN CHOOSING AND TO HAVE THE TERMS OF
THIS CERTIFICATE FULLY EXPLAINED TO ME PRIOR TO SIGNING, AND THAT I AM GIVING UP
ANY LEGAL CLAIMS I HAVE AGAINST THE PARTIES RELEASED IN THE SEPARATION AGREEMENT
BY SIGNING THIS CERTIFICATE. I AM SIGNING THIS CERTIFICATE KNOWINGLY, WILLINGLY
AND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN THE SEPARATION
AGREEMENT.
______________________________
William
T. Morrow
Date: _______________________
10
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