CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into between Peter Rogoff (?Chief Executive Officer? or ?Employee?) and the Central Puget Sound Regional Transit Authority (?Sound Transit? or ?Employer?). In consideration of the mutual covenants and promises contained herein, the parties agree to the following: AGREEMENT SECTION 1 EMPLOYMENT Sound Transit and Chief Executive Of?cer agree to the following employment terms and conditions: Term: The term of this Agreement is three years and one month, beginning January 1, 2016 and ending January 31, 2019, unless extended by mutual written agreement or earlier terminated under Section 6 of this Agreement. 1.2 Duties: As Chief Executive Of?cer, Employee agrees to devote his full time, attention, effort, knowledge, and skills as is reasonably required to diligently, competently and effectively perform the duties including but not limited to those enumerated in the Chief Executive Officer job description, provided that Employee?s precise job duties may be changed, extended or curtailed, from time to time, by the Sound Transit Board, and Employee will assume and perform the further responsibilities and duties that the Sound Transit Board may assign. 1.3 Attention and Effort: Employee must devote Employee?s entire working time, attention, and efforts to Sound Transit?s business and affairs to the exclusion of other business activities, except personal business and investment activities that do not con?ict or interfere with the performance of duties under this Agreement. The Chief Executive Officer is responsible for all recommendations and proposals to the Board and for the implementation of duly adopted policies, motions, and resolutions of Sound Transit including, but not limited to, the proposal of the annual budgets and the exercise of full management and control over any and all employees of Sound Transit. 1.4 Indemnification: Sound Transit will defend and hold the Chief Executive Of?cer harmless from and against any and all allegations, suits, claims, actions, or legal proceeding arising out of the Chief Executive Officer?s performance of duties for, or employment with, Sound Transit if the Chief Executive Officer acted in good faith and in a manner reasonably believed to be within the scope of his employment, and in compliance with Sound Transit?s policies and procedures. Where Sound Transit so defends, it will indemnify the Chief Executive Of?cer against any resulting judgment or settlement payment approved by Sound Transit. Sound Transit?s obligations under this paragraph are limited to civil claims and litigation and do not apply to any loss, claim, 1 liability or damage incurred by reason of gross negligence or willful misconduct or to claims or actions brought by Sound Transit against the Chief Executive Of?cer or by the Chief Executive Of?cer against Sound Transit. SECTION 2 COMPENSATION. 2.1 Base Salary: As compensation for services rendered, Sound Transit will pay the Chief Executive Of?cer an annual base salary of $298,000, to be paid in accordance with Sound Transit policies and procedures. The base salary will increase by 5% on January 1 of2017, 2018, and 2019.. 2.2 Performance Award: The Board, in its sole discretion, may authorize payment of a contribution and performance award, not to exceed10% of the preceding year?s annual base salary, in additional compensation based on the Board?s evaluation of the Chief Executive Of?cer?s performance in achieving Sound Transit?s agency objectives and milestones, and in meeting the objectives established under Section 2.3 (Performance Reviews). The Chief?s Executive Of?cer?s performance objectives for 2016 will be adopted by the Board before March 31, 2016. 2.3 Performance Reviews: The Sound Transit Board reserves the exclusive right to establish performance objectives and/ or subjective criteria for evaluating the Chief Executive Of?cer?s performance. The Sound Transit Executive Committee and Chief Executive Of?cer will meet to discuss appropriate performance objectives and evaluation criteria on which to rate the Chief Executive Of?cer?s performance before the Board establishes the objectives and criteria. The Board should adopt annual performance objectives and evaluation criteria on or before March 31 of each year this Agreement remains in effect. SECTION 3 BENEFITS The Chief Executive Of?cer will receive the following bene?ts, subject in all cases to the terms and conditions of such plans, policies, and packages, in effect from time to time. 3.1 MedicaLQental, and Vision: The medical, dental, and vision insurance coverage available to all Sound Transit salaried employees, subject to any eligibility requirements of said plans, as modified from time to time. 3.2 Vacation and Sick Leave: 30 days paid vacation and 12 days paid sick leave annually, which each may be accrued and used in accordance with Sound Transit policies and procedures in effect at the time the vacation or sick leave is taken. 3.3 Retirement: The Chief Executive Of?cer is eligible to participate in Sound Transit?s 401(a) Retirement Plan and 457 Deferred Compensation Plan. In addition, Sound Transit will annually contribute the lesser of the maximum amount allowable under Code Sections 457(b) and with cost of living adjustments, or $24,000, to the Chief Executive Of?cer?s Code Section 457(b) deferred compensation 2 retirement account for the term of this Agreement. Participation in said programs and Sound Transit?s contributions will be in accordance with the requirements of each plan and with current Sound Transit policies and procedures, as may be modi?ed from time to time. 3.4 Life Insurance, Accidental Death and and Long Term DisabilitL(LTD): The life insurance, and LTD coverage available to all Sound Transit salaried employees, subject to any eligibility requirements of each plan and with Sound Transit policies and procedures, as may be modi?ed from time to time. 35 Transportation: An annual ORCA pass for travel on the Sound Transit, Pierce Transit, King County Metro, City of Seattle (South Lake Union and First Hill streetcars), and Community Transit bus and rail systems. In the event of illness, injury, or emergency when carpooling or using public transportation systems, Sound Transit will provide transportation as provided in the Guaranteed Ride Home program or use of a Sound Transit vehicle consistent with Sound Transit policies and procedures, as may be modi?ed from time to time. 3.6 Miscellaneous Expense Allowance: Because the Chief Executive Of?cer will inCur unique business expenses on a regular basis, Sound Transit will provide an allowance of $250 per month ($3,000 per year) for miscellaneous expenses not subject to reporting requirements of the travel expense policy for Sound Transit employees and incurred consistent with the established policies for non-travel personal expenditures, as may be modi?ed from time to time. The Chief Executive Of?cer will be reimbursed for airfare, food, and lodging, and other expenses for out-of? town travel in accordance with the Sound Transit travel policy. . 3.7 Relocation Expenses: Subject to the Board Chair?s review and approval, a relocation allowance up to $20,000 in each of 201 6 and 2017 to pay for packing and moving household goods; furniture storage; temporary living arrangements; airfare, meals and transportation for family trips to select and purchase a residence; car rental; and other related relocation expenses. All relocation/moving allowance payments under this policy meet the de?nition of a non?accountable plan as de?ned in IRS Publication 521. The Chief Executive Of?cer'is responsible for claiming any deductible moving expenses on his personal income tax return as set forth in IRS guidelines. Sound Transit?s mandatory 401(a) retirement contribution of 10% will be deducted from the allowance amount, and Sound Transit will contribute 12% towards Chief Executive Of?cer?s 401(a) retirement account. Chief Executive Of?cer agrees to repay Sound Transit a prorated amount of the relocation expenses paid by Sound Transit if he is no longer employed by Sound Transit for any reason other than under disability or termination without cause under Section 6.3 before his two?year employment anniversary date. SECTION 4 HOME OFFICE EQUIPMENT Because the Chief Executive Of?cer will work extended work hours, including nights and weekends, Sound Transit will provide Chief Executive Of?cer, for the term of this Agreement, such equipment and supplies as may be necessary to equip a home office and be responsible for routine maintenance and operational expenses of such equipment. This equipment may include, but is not limited to, personal computer, tablet, or laptop, printer, and a mobile phone as authorized by the Chair of the Sound Transit Board. The Chief Executive Of?cer may be reimbursed for the use of a personal mobile phone in accordance with Sound Transit policy and procedures. Use of agency or personal equipment will be consistent with Sound Transit policies, as modi?ed from time to time. Upon termination of this Agreement, agency equipment will be returned to Sound Transit. SECTION 5 CONFIDENTIAL INFORMATION. In the course of employment with Sound Transit, Chief Executive Of?cer will receive and have access to con?dential information relating to the business of Sound Transit, which: is not generally known to the public, is not required to be disclosed by Sound Transit to the public, has commercial value to Sound Transit, and constitutes a special and unique asset of Sound Transit. This information, collectively ?Con?dential Information,? includes but is not limited to information and documents related to: Sound Transit?s ?nancial data and forecasts, marketing strategies, information relating to employees, trade secrets, proprietary rights and other business and affairs of Sound Transit that are not generally known or made available to the public. 5.1 Nondisclosure and Use of Con?dential Information: In consideration for the compensation and other bene?ts provided under this Agreement, Chief Executive Of?cer covenants and agrees that during the term of this Agreement and thereafter: Chief Executive Of?cer will retain in the strictest con?dence all Con?dential Information; (ii) Chief Executive Of?cer will not disclose Con?dential Information to anyone except as authorized by Sound Transit to receive Con?dential Information; Chief Executive Of?cer will not to use any Con?dential Information for any purpose other than performance of service under this Agreement without prior written authorization from the Chair of Sound Transit Board; (iv) Upon termination of this Agreement or upon request of Sound Transit during employment, Chief Executive Of?cer must return to Sound Transit all Sound Transit records, including but not limited to all Con?dential Information in Chief Executive Of?cer?s possession and control regardless 4 of whether those are located physically or electronically on Sound Transit owned property or personal property, and will not retain any copies, abstracts, or other physical embodiment of any Con?dential Information. If there is a pending investigation, public records request, or litigation or threatened litigation involving Sound Transit, Chief Executive Of?cer will allow Sound Transit to utilize an outside vendor to download and capture any Sound Transit records that are stored on Chief Executive Of?cer?s personal computer, mobile phone or other device, whether those records include Con?dential Information or not. (vi) If Chief Executive Of?cer is required by subpoena or otherwise to disclose Con?dential Information or materials, Chief Executive Of?cer must give Sound Transit notice of the proposed disclosure as soon as practicable after learning of the subpoena or the disclosure requirement. 5.2 Injunctive Relief: Notwithstanding Section 8 below, Chief Executive Of?cer recognizes that Sound Transit?s remedy in the form of monetary damages for any breach by Chief Executive Of?cer of this Section may be inadequate and, in addition to any remedy for such breach, Sound Transit is be entitled to institute and maintain an action for speci?c performance or a temporary restraining order or injunction in a court of competent jurisdiction. Any subsequent actions or proceedings will be governed by the arbitration provision in Section 8.6 below. 5.3 Survival: The provisions of this Section 5 survive termination of this Agreement. SECTION 6 TERMINATION Chief Executive Of?cer?s employment by Sound Transit will terminate upon occurrence of any one of the following: 6.1 By Expiration of this Agreement: The Chief Executive Of?cer?s employment will terminate January 31, 2019, unless extended by written agreement, or terminated earlier. 6.2 By Chief Executive Of?cer For Any Reason: Chief Executive Of?cer may resign employment at any time for any reason upon30 days written noti?cation to the Chair of Sound Transit Board. Chief Executive Of?cer will be paid his regular compensation for this 30 day period after noti?cation provided that he continues to perform the regular duties and responsibilities of his position during this period. At Sound Transit?s sole option, after noti?cation of resignation by Chief Executive Of?cer, 5 Sound Transit may pay Chief Executive Of?cer?s regular compensation for the thirty (30) days after noti?cation in lieu of Chief Executive Of?cer?s performance of his regular duties and responsibilities at Sound Transit. 6.3 By Sound Transit Without Cause: Sound Transit may terminate Chief Executive Of?cer?s employment at any time with or without cause and with or without advance notice. 6.4 B1 Sound Transit With Cause: Sound Transit may terminate the employment of Chief Executive Of?cer for cause. For purposes of this Agreement, ?cause? is de?ned as: fraud or dishonesty materially injurious to Sound Transit or any act or omission in willful disregard of the interests of Sound Transit; willful refusal to follow the instructions or directions of the Sound Transit Board; illegal or immoral conduct; a material breach of the provisions of this Agreement, or any other reason that constitutes cause under Washington law. 6.5 7 Death or Disabiligr: This Agreement terminates upon the death of the Chief Executive Of?cer or the Chief Executive Of?cer becoming disabled for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of his employment as Chief Executive Of?cer. SECTION 7 SEVERANCE In the event Chief Executive Of?cer is terminated, Sound Transit will pay the .following severance after the Chief Executive Of?cer signs the Release attached as Exhibit A to this Agreement. 7.1 Severance Amount: Based on Chief Executive Of?cer?s annual compensation on the termination date, Sound Transit will pay severance in the following amounts. 7.1.1 If terminated without cause under Section 6.3, and upon execution by all parties of the Release attached as Exhibit A, Sound Transit will pay the Chief Executive Of?cer an amount equal to 12 months regular compensation, if covered under Sound Transit?s health bene?t plan, a lump sum equal to the cost to continue the existing health bene?ts for him and his family for 12 months as permitted by law, and Sound Transit will distribute into his 40 1 and 457(e) plans a lump sum equal to scheduled contributions to his 401(a) and 457(e) plans for 12 months. 7.1.2 The Chief Executive Of?cer will not receive severance compensation or other bene?t of any kind if the Agreement is terminated for cause or by reason of death, disability, or resignation. 7.2 Bene?t Payments: Chief Executive Of?cer is entitled to purchase personal group medical continuation coverage pursuant to his rights under the COBRA statute and regulations. In addition, and in accordance with Sound Transit standard 6 policies and practices concerning payment of bene?ts upon termination, Sound Transit will pay Chief Executive Of?cer an amount equal to 100% of his accrued unused vacation, and 25% of his accrued unused sick leave, less payroll taxes and other withholdings. SECTION 8 ARBITRATION To the fullest extent permitted by law, all disputes between Employee and the Employer and its af?liates, Board members, employees, agents, successors, attorneys, representatives, insurers, and assigns (collectively ?Employer?) relating in any manner whatsoever to Employee?s employment or termination of employment, including, without limitation, all disputes arising under this Agreement, (?Arbitrable Claims?) 5 must be resolved by arbitration, except as set forth in Section 5 of this Agreement. 8.1 Arbitrable Claims: Arbitrable Claims include, but are not limited to, contract (express or implied) and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute, or regulation, excepting only claims under applicable workers? compensation law and unemployment insurance claims. By way of example, and not in limitation of the foregoing, Arbitrable Claims shall include (to the fullest extent permitted by law) any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Washington Law Against Discrimination and the Washington Minimum Wage Act, as well as any claims asserting loss of wages, bene?ts, wrongful termination, discrimination, harassment, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional in?iction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, defamation, or invasion of privacy. 8.2 Final and Binding Procedure: All Arbitrable Claims will be resolved by ?nal and binding arbitration administered by the American Arbitration Association under its Employment Dispute Resolution Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Employer will pay the difference between the cost of the ?ling fee for a complaint ?led in King County Superior Court and the cost of ?ling with the as well as the cost of the arbitrator?s time spent in conducting and completing the arbitration. The parties can seek the same remedies that either would have been entitled to recover had any dispute been resolved by a court of competent jurisdiction. Nothing in this Section expands the remedies available to the Employee that would otherwise not be available under the applicable statutes, laws or causes of action. 8.3 Exclusivity: Arbitration shall be the exclusive remedy for all Arbitrable Claims. All arbitration hearings under this Agreement must be conducted in King County, Washington. The interpretation and enforcement of this agreement to arbitrate is governed by the Federal Arbitration Act. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY WITH REGARD TO ARBITRABLE CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE. SECTION 9 MISCELLANEOUS PROVISIONS 9.1 Severability: If a court or arbitrator holds any provision of this Agreement to be invalid, unenforceable, or void for any reason, a court or arbitrator of competent jurisdiction may enforce said provision to the maximum extent allowed by law. A court or arbitrator is authorized if necessary to apply the blue pencil doctrine to modify this Agreement to give effect to the parties? intent to the maximum extent allowed by law. The provisions of this Agreement are severable. If any part of the Agreement is found to be unenforceable, the other provisions remain fully valid and enforceable. 9.2 Acknowledgement: Chief Executive Of?cer acknowledges that he has voluntarily agreed to and accepted this position with Sound Transit. 9.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties relating to Chief Executive Of?cer?s employment and contains all the agreements or understandings, either oral or written. This Agreement supersedes and is in lieu of any and all prior agreements and/or understandings between Sound Transit, its agents, employees and representatives and the Chief Executive Officer. The parties are not entering into this Agreement relying on anything not set out in this Agreement. To the extent this Agreement is different from any other agreement or policy governing the employment by Sound Transit of the Chief Executive Of?cer, the terms of this Agreement govern. 9.4 Modi?cation: Except as otherwise speci?cally provided in this Agreement, the terms and conditions of this Agreement may be amended at any time by mutual written agreement of the parties. This Agreement may not be amended orally or by course of dealing. Any written amendment is valid and effective only if it has been and signed by the Board Chair, approved by the Sound Transit Board, and signed by the Chief Executive Of?cer. 9.5 Applicable Law: This Agreement must be construed and enforced under and in accordance with the laws of the State of Washington. 9.6 Waiver: The waiver by either Sound Transit or Chief Executive Of?cer of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any subsequent breach by such other party. 9.7 Independent Advice: Chief Executive Of?cer acknowledges that Sound Transit has advised him to seek and has had an Opportunity to obtain legal counsel of his own selection and expense prior to executing this Agreement. Chief Executive Of?cer has signed this Agreement freely and voluntarily. 9.8 Assignability: The Chief Executive Of?cer?s obligations under this Agreement are personal in nature and may not be assigned or transferred. Sound 8 Transit speci?cally reserves the right to assign this Agreement to a successor, assign, or transfer, who is entitled to enforce this Agreement in full. 9.9 Attorneys? Fees: The substantially prevailing party in an action to enforce this Agreement is entitled to his or its reasonable attorneys? fees and costs, including but not limited to enforcement of Section 8. 9.10 Code Section 409A: To the extent that any provision of this Agreement is found to be subject to 409A of the Code and the Treasury Regulations and other applicable guidance thereunder, the parties agree to interpret and apply any ambiguous terms and otherwise administer this Agreement in a manner that will avoid imposition of any additional tax under 409A of the Code. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the lit? day of December, 2015. CENTRAL REGIONAL PUGET SOUND CHIEF EXECUTIVE OFFICER REGIONAL TRANSIT AUTHORITY SOUND TRANSIT Dow Constantine, Peter Rogoff Chair of Sound Transit Board EXHIBIT A RELEASE THIS RELEASE is entered into by and between Peter Rogoff (subsequently referred to as (?Chief Executive Of?cer? or ?Employee?) and the Central Puget Sound Regional Transit Authority (subsequently referred to as ?Sound Transit? or ?Employer?). In exchange for execution of this Release, Chief Executive Of?cer hereby acknowledges his agreement to accept separation bene?ts (the ?Bene?ts?) referred to in Section 7 of his Employment Agreement, to which Chief Executive Of?cer is not otherwise entitled. A. Separation Bene?ts. Chief Executive Of?cer agrees that all aspects of his Employment relationship with Sound Transit ceased. In consideration of Employee?s Release and performance as set forth below, Employer agrees to pay the Bene?ts described in Section 7 of the Employment Agreement, which is incorporated by this reference. 1. Release and Waiver. a. Release of All Claims. Employee has elected to receive the Bene?ts and, in exchange, Employee agrees that the Bene?ts are being paid by the Employer in full satisfaction of any and all claims, liabilities, demands or causes of action, whether known or unknown, made individually, derivatively or as a member of a class, that Employee may have or claim to have against the Employer, any related entities, af?liates and joint ventures and all of?cers, board members, supervisors, agents, employees, attorneys, representatives, insurers, employee bene?t plans or anyone else against whom Employee could assert a claim based on Employee?s employment with the Employer or the termination of that employment (collectively ?Employer?), including but not limited to any claims for additional compensation in any form or damages. The Employer also agrees to voluntarily waive any and all claims it may have against Employee based upon Employee?s employment with the Employer or the termination of that employment and it voluntarily and expressly, fully and forever releases Employee from any and all such claims. By signing this Release, Employee knowingly, voluntarily and expressly, fully and forever releases the Employer and the others named above from any and all such claims, whether for discrimination, breach of contract, or any other claim for relief or remedy (including fees, costs and expenses) under any city, state, local or federal laws, including but not limited to, claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Americans with Disabilities Act, the Older Workers? Bene?t Protection Act, the Worker Adjustment and Retraining Noti?cation Act, the Rehabilitation Act of 1973, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, Executive Order 11246, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974 (other than claims for vested bene?ts), all as amended, and the civil rights, employment and labor laws of any city, locality, state and the United States, and i Employee agrees and promises, on his own behalf and on behalf of his heirs, executors, administrators, successors and assigns, that he will not ?le any charge, lawsuit or other action asserting any such claim in any forum. b. Voluntary Agreement. Employee hereby acknowledges that his acceptance of this Release, evidenced by his or his signature below, is voluntary and irrevocable. Employee acknowledges that he has had adequate time to consider the alternatives and consequences of signing this Release; that he has read and understood the effect of this Release; that Employee is aware of his right to consult with an attorney or ?nancial advisor at Employee?s expense; and that, in consideration for executing this Release, Employee has received additional bene?ts and valuable consideration to which he would not otherwise be entitled. c. ADEA Release. Employee expressly acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under the Age Discrimination in Employment Act Employee also acknowledges that he has been advised by this writing, as required by the ADEA, that this Agreement does not apply to any rights or claims that may arise after the execution date of this Agreement; Employee has been advised to consult with an attorney prior to executing this Agreement; (0) Employee has twenty-one (21) days to consider this Agreement (although Employee may voluntarily execute this Agreement earlier and to waive such period of consideration); Employee has seven (7) days following the execution of this Agreement to revoke the Agreement; and this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Agreement is executed by Employee (?Effective Date?). Nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless speci?cally authorized by federal law. 2. Payment of Separation Bene?ts. The Separation Bene?ts provided in paragraph 1 will be made to Employee on the eighth (8th) day after Employee?s execution of this Agreement. B. No Admission of Liability. Execution of this Release is not constitute an admission of liability, by either party, of any kind, and both the Employer and Employee speci?cally deny any such liability. C. Nondisparagement. Employee and Employer will not make or publish any statement (orally, in writing, or in any other form) or instigate, assist, or participate in the making or publication of any statement which is disparaging or detrimental in any way to: either the Employer or the Employee, reSpectively; Employer?s services, affairs, or operations; the reputations of any of Employer?s past or present board members, of?cers, employees or agents; or the reputation of Employee or his performance as Chief Executive Of?cer. The parties agree that irreparable harm will occur from a breach of this provision for which monetary damages may not be an adequate remedy, making the award of injunctive or other equitable relief by court of proper jurisdiction appropriate and just, in addition to an award of all actual damages suffered and any other legal or equitable remedy. D. Entire Ageement. The provisions of this Release and the prior Employment Agreement set forth the entire agreement between Employee and the Employer concerning Employee?s termination of employment. Any other promises, understandings or representations, written or oral, are suspended and replaced by the provisions of this Release, with the exception of the Chief Executive Of?ce Employment Agreement, which Agreement sets forth certain obligations of Employee that survive the termination of that Agreement. In the event a court or agency of competent jurisdiction determines that any term or provision contained in this Release is illegal, invalid or unenforceable, such illegality, invalidity or unenforceability does not affect the other terms and provisions of this Release, which continue in full force and effect. E. Execution. PLEASE READ CAREFULLY. THIS RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. I EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYER ADVISED HIM TO REVIEW THIS RELEASE WITH COUNSEL PRIOR TO SIGNING. I have read the foregoing Release and understand the effect of this Release. I understand that by so doing I am releasing legal rights, and I voluntarily enter into this Release. Peter Rogoff Date SPOUSE CERTIFICATION I am the Spouse of Employee and I acknowledge and consent on behalf of myself and the marital community to the terms of this Release, including, without limitation, the release and waiver contained in Section 1, above. [Spouse?s Name] Date 832941