annual rate equal to $61,641. If you revoke the Release, you and we agree that, notwithstanding anything to the contrary in the Employment Agreement or in any other agreement, you will forfeit your rights to the Severance Benefits.
In addition, the Company agrees that (i) Section 8(d) of the Employment Agreement shall cease to have any application, and no payments to you shall be reduced pursuant thereto, (ii) as soon as practicable following the date the Release becomes effective, it will make you a payment of $66,210 in full settlement of your accrued but unused vacation (including floating holidays) through the Separation Date, and (iii) no later than 30 days following the date hereof, it will reimburse you for your reasonable attorneys fees incurred in connection with the negotiation of this letter agreement, in an amount not to exceed $10,000.
If requested by the Company, you will consider entering into an agreement to provide consulting services, on terms (including as to the time and place of performance of services, as well as on the remuneration for such services) to be mutually agreed between you and the Company.
Release of Claims
You hereby release and forever discharge the Company and each of its stockholders, affiliates, divisions, subsidiaries, predecessors, successors, heirs, assigns, agents, directors, officers, partners, employees, representatives, employee benefit plans, and insurers (collectively, the Releasees) of and from any and all manner of action or actions, cause or causes of actions, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent, which you now have or may have against the Company or any Releasee to the extent acting by, through, under or in concert with the Company, by reason of any matter, cause or thing whatsoever from the beginning of time to the date hereof. The claims released herein include, without limitation, claims arising out of, based upon, or relating to the hire, employment, remuneration or termination of my employment and any claims constituting, arising out of, based upon, or relating to any tort theory, any express or implied contract, Title VII of the Civil Rights Act of 1964, the Civil Rights of 1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act (29 U.S.C. §§ 621 et seq.) (ADEA), as amended by the Older Workers Benefit Protection Act of 1990, the Equal Pay Act, the Fair Labor Standards Act, the Consolidated Omnibus Budget Reconciliation Act, the Employee Retirement Income Security Act (ERISA), the Family and Medical Leave Act, the Americans with Disabilities Act, the Lilly Ledbetter Fair Pay Act of 2009, the Sarbanes-Oxley Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the WARN Act, Federal Executive Order 11246, the Genetic Information Nondiscrimination Act, and any other local, state or federal law governing the employment relationship. Notwithstanding anything herein to the contrary, this Release shall not release the Company from any claims, rights or damages that you may have (a) under Section 8 of the Employment Agreement or under this Release, (b) that may not be released or waived as a matter of law, (c) with respect to any vested benefits subject to ERISA, or (d) any rights to indemnification under the Companys indemnification and insurance arrangements.