Exhibit 10.27
RELEASE AGREEMENT
I understand and agree completely to the terms
set forth in the LeapFrog Enterprises, Inc. Executive Management
Severance and Change in Control Benefit Plan (the
“Plan” ).
I understand that this Release, together with
the Plan, constitutes the complete, final and exclusive embodiment
of the entire agreement between LeapFrog Enterprises, Inc.
(the “Company” ) and me
with regard to the subject matter hereof. I am not
relying on any promise or representation by the Company that is not
expressly stated therein. Certain capitalized terms used
in this Release are defined in the Plan.
I hereby confirm my obligations under my
Employee Proprietary Information and Inventions Agreement,
including without limitation the provisions regarding return of
Company property upon my departure from the Company.
I hereby represent that I have been paid all
compensation owed and for all hours worked, have received all the
leave and leave benefits and protections for which I am eligible,
pursuant to the Family and Medical Leave Act or otherwise, and have
not suffered any on-the-job injury for which I have not already
filed a claim.
In exchange for the consideration to be provided
to me hereunder and under the Plan that I am not otherwise entitled
to receive, I hereby generally and completely release the Company,
its predecessors, successors, parent and subsidiary entities, and
each of their current and former directors, officers, employees,
shareholders, partners, agents, attorneys, insurers, affiliates,
and assigns from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related
to events, acts, conduct, or omissions occurring prior to my
signing this Release. This general release includes, but
is not limited to: (a) all claims arising out of or in any way
related to my employment with the Company or the termination of
that employment; (b) all claims related to my compensation or
benefits from the Company, including salary, bonuses, commissions,
vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options, or any other ownership interests in
the Company; (c) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and
fair dealing; (d) all tort claims, including claims for fraud,
defamation, emotional distress, and discharge in violation of
public policy; and (e) all federal, state, and local statutory
claims, including claims for discrimination, harassment,
retaliation, attorneys’ fees, or other claims arising under
the federal Civil Rights Act of 1964 (as amended), the federal
Americans with Disabilities Act of 1990, and the federal Age
Discrimination in Employment Act of 1967 (as amended) (
“ADEA” ). Nothing in
this Release shall prevent me from
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