b. Resignation; Termination for Cause. Executive acknowledges and agrees that if Executives employment is terminated prior to the Planned Termination Date by the Company for Cause or by Executive for any reason other than a Qualifying Termination, Executive will not be entitled to receive any severance or other benefits (including continued vesting) except for those (if any) as may then be established under the Companys then-existing benefits plans and practices or pursuant to other then-effective written agreements with the Company.
c. Acknowledgement. Executive acknowledges that the benefits Executive may receive pursuant to this Section 2 do not constitute a bonus, raise, employment, or continued employment, and that consideration for the release contained below is not a bonus, raise, employment, or continued employment. Executive further acknowledges that this Agreement is a negotiated agreement between the Parties, and the release referenced herein is a negotiated severance agreement.
3. Payment of Salary. Executive acknowledges and represents that, other than the consideration set forth in this Agreement and any portion of Executives base salary earned between the payroll date immediately preceding the Effective Date and the Effective Date, the Company has paid or provided all salary, wages, bonuses, accrued PTO, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, restricted stock units, performance shares, vesting, and any and all other benefits and compensation due to Executive through the date hereof.
4. Release of Claims. Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company and its current and former officers, directors, executives, employees, agents, investors in their capacity as owners of the Company, attorneys, shareholders in their capacity as owners of the Company, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, Releasees). Executive, on his own behalf and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs this Agreement, including, without limitation:
a. any and all claims relating to or arising from Executives employment relationship with the Company and the termination of that relationship, including claims under the Offer Letter or other agreement with the Company;
b. any and all claims relating to, or arising from, Executives right to purchase, or actual purchase 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;