Exhibit
10.41


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 3rd day of June 2008, by
and between LOCAL MATTERS, INC. (the “Company”), and ALISON KANE
(“Employee”) (collectively, the “Parties”).


 


WHEREAS, the Company wishes to
employ Employee and to assure itself of the continued services of Employee on
the terms set forth herein; and


 


WHEREAS, Employee wishes to be
so employed under the terms set forth herein; and


 


WHEREAS, the Parties intend that
this Agreement shall supersede and replace any similar agreements that
presently exist or may have previously existed between the Parties, whether
written or oral, regarding the terms of Employee’s employment with the Company,
including the offer letter, dated December 20, 2007, between the Company
and Employee.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants contained herein, it is hereby agreed by
and between the Parties hereto as follows:


 


1.                                      EMPLOYMENT.  Employee shall serve the Company in the
capacity of Executive Vice President, Online Media.


 


2.                                      AT-WILL
EMPLOYMENT.  Except as expressly
provided herein, it is understood and agreed by the Company and Employee that (i) this
Agreement does not contain any promise or representation concerning the
duration of Employee’s employment with the Company and (ii) Employee’s
employment with the Company is at-will and may be altered or terminated by
either Employee or the Company at any time, with or without cause and/or with
or without notice.  The nature, terms or
conditions of Employee’s employment with the Company cannot be changed by any
oral representation, custom, habit or practice, or any other writing.  In the event of conflict between this
disclaimer and any other statement, oral or written, present or future,
concerning terms and conditions of employment, the at-will relationship
confirmed by this disclaimer shall control. 
This at-will status cannot be altered except in writing signed by
Employee and the Chief Executive Officer of the Company.


 


3.                                      DUTIES.  As Executive Vice President, Online Media,
Employee will be responsible for all aspects of the business performance of the
Company’s Media Technology Solutions and Local Media Publishing lines of
business.  In this position, Employee
will assume full accountability for profit and loss within these lines of
business.  Employee will report to the
Company’s Chief Executive Officer, Perry Evans. 
Employee shall perform services under this Agreement primarily at the
Denver office of the Company, and from time to time at such other locations as
is necessary to perform the duties of Executive Vice President, Online Media
under this Agreement.  As an exempt
salaried employee, Employee will be expected to work additional hours as
required by the nature of Employee’s work assignment and will not be eligible
to receive overtime pay.  Employee’s
responsibilities, working conditions and duties may be changed, added to or
eliminated during Employee’s employment at the sole discretion of the 


 

















 


Company.  During
Employee’s employment with the Company, Employee shall devote Employee’s best
efforts and Employee’s full business time, skill and attention to the
performance of Employee’s duties on behalf of the Company.


 


4.                                      POLICIES
AND PROCEDURES.  Employee agree that
Employee is subject to and will comply with the policies and procedures of the
Company, as such policies and procedures may be modified, added to or
eliminated from time to time at the sole discretion of the Company, except to
the extent any such policy or procedure specifically conflicts with the express
terms of this Agreement.  Employee
further agrees and acknowledges that any written or oral policies and
procedures of the Company do not constitute contracts between the Company and
Employee.


 


5.                                      COMPENSATION.  For all services rendered and to be rendered
hereunder, the Company agrees to pay to Employee, and Employee agrees to accept
a salary of $260,000.00 per annum (“Base Salary”)
which will be paid periodically in accordance with normal Company payroll
practices and shall be subject to such deductions or withholdings as the
Company is required to make pursuant to law, or by further agreement with
Employee.  Employee’s Base Salary shall
be subject to annual review by the Company.


 


6.                                      BONUS.  Employee may be
eligible to receive an annual performance bonus of up to 40% of Employee’s Base
Salary (“Bonus”) based upon
Employee’s achievements of certain milestones and performance objectives
established by the Company (“Executive
Incentive Bonus Plan”).  Employee
must remain employed with the Company throughout the applicable bonus year and
on date bonuses are paid in order to be eligible for any bonus.  The Company’s Board of Directors (or a
committee thereof), in its sole discretion, shall determine the extent to which
Employee has achieved the performance targets upon which Employee’s Bonus is
based, and the amount of Bonus to be paid to Employee, if any.  The Company currently expects that the
achievement of 100% of the performance goals would result in a bonus of 25% of
Employee’s Base Salary, with significant over-performance resulting in the
payout of the full 40% of Employee’s Base Salary.  Bonuses are not earned until they are
approved in writing by the Company.


 


7.                                      RESTRICTED
STOCK GRANT.


 


(a)                                  Initial
Grant.  Subject to approval by the
Board of Directors, the Company shall grant Employee a restricted stock grant
in the amount of 250,000 shares of the Company’s common stock (the “Initial Grant”).  The Initial Grant will vest over 36 months,
with 1/3 vesting upon the first anniversary and the remainder vesting over the
remaining 24 months, provided Employee remains a full time employee of the
Company at the time of any vesting event. 
The Initial Grant shall be subject to the terms and conditions of the Company’s
2004 Equity Incentive Plan (the “Plan”), the
Company’s form restricted stock grant notice and other customary
documents.  The Initial Grant shall be
adjusted for stock splits, stock dividends and the like.


 


(b)                                  Performance
Grant.  Subject to approval by the
Board of Directors, Employee shall be eligible to earn an additional number of
shares of common stock in the amount of up to 300,000 shares (the “Performance Grant”).  The Performance Grant shall be made, if at
all, based on the achievement of goals for 2008, 2009 and 2010, as established
by the 


 


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Chief Executive Officer and approved by the Board of
Directors (or a committee thereof). 
Employee will be eligible to earn a maximum of 100,000 shares based on
the achievement of performance goals for 2008, 125,000 shares for 2009, and
150,000 shares for 2010 (up to the maximum amount of 300,000 shares).  Shares not earned in 2008 or 2009 shall
remain eligible to be earned in subsequent years based on overperformance.  Employee must remain a full time employee of
the Company upon the date the degree to which Employee has met the applicable
performance goals for a certain year in order for such grant to occur.  The Performance Grant shall be subject to the
terms and conditions of the Plan, the Company’s form restricted stock grant
notice and other customary documents. The Performance Grant shall be adjusted
for stock splits, stock dividends and the like.


 


(c)                                  IPO
Contingency.  The parties acknowledge
and agree that, in the event that the Company has not effected its initial
public offering of securities pursuant to an effective registration statement
on Form S-1 under the Securities Act of 1933, as amended, as of December 31,
2008, the Initial Grant and the Performance Grant shall be rescinded and of no
force or effect, and the parties shall negotiate in good faith to reach a
mutually agreeable compensation program in replacement of the Initial Grant and
the Performance Grant.


 


8.                                      OTHER
BENEFITS.  While employed by the
Company as provided herein:


 


(a)                                  Employee’s
Benefits.  Employee shall be entitled
to all benefits to which other Executive Vice Presidents are entitled, on terms
comparable thereto, which may be maintained by the Company for the benefit of its
executives.  The Company reserves the
right to alter and amend the benefits received by Employee from time to time at
the Company’s discretion.


 


(b)                                  Expense
Reimbursement.  Employee shall
receive, against presentation of proper receipts and vouchers, reimbursement
for direct and reasonable out-of-pocket expenses incurred by Employee in
connection with the performance of Employee’s duties hereunder, according to
the policies of the Company.


 


(c)                                  Paid
Time Off.  Employee will be entitled
to twenty-five (25) days of PTO during Employee’s first four years of
employment with the Company, Twenty-seven (27) days during years five through
eight, and thirty (30) days each year thereafter, which will accrue in
bi-monthly increments.  The maximum number
of PTO days that Employee will be allowed to accrue and carry over to the next
year is one hundred-sixty (160) hours of PTO from the prior year.


 


9.                                      CONFIDENTIAL
INFORMATION, RIGHTS AND DUTIES.


 


(a)                                  Proprietary Information,
Non-Competition and Non-Solicitation.  Employee will be
required as a condition of employment to sign and abide by the Company’s
Proprietary Information and Inventions Assignment Agreement (the “Proprietary Information Agreement”), in the form attached
hereto as Exhibit A.


 


(b)                                  Exclusive
Property.  Employee agrees that all
Company-related business procured by Employee, and all Company-related business
opportunities and plans made known 


 


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to Employee while employed by the Company, are and
shall remain the permanent and exclusive property of the Company.


 


10.                               TERMINATION.  Employee and the Company each acknowledge
that either party has the right to terminate Employee’s employment with the
Company at any time for any reason whatsoever, with or with out cause or
advance notice pursuant to and in accordance with the following:


 


(a)                                  Termination
by Death or Disability.  Subject to
applicable state or federal law, in the event Employee shall die during the
period of Employee’s employment hereunder or become permanently disabled, as
evidenced by notice to the Company and Employee’ inability to carry out
Employee’s job responsibilities for a continuous period of more than three
months, Employee’s employment and the Company’s obligation to make payments
hereunder shall terminate on the date of Employee’s death, or the date upon
which, in the reasonable determination of the Board of Directors, Employee has
become permanently disabled, except the Company shall pay Employee (or Employee’s
estate) any salary earned but unpaid prior to such termination, any benefits
accrued prior to such termination, all accrued but unused paid time off, and
any business expenses referred to in paragraph 8(b) that were
incurred but not reimbursed as of the date of such termination.  Vesting of the Initial Grant and the
Performance Grant shall cease on the date of termination.


 


(b)                                  Voluntary
Resignation.  In the event Employee
voluntarily terminates Employee’s employment with the Company, the Company’s
obligation to make payments hereunder shall cease upon such termination, except
the Company shall pay Employee any salary earned but unpaid prior to such
termination, any benefits accrued prior to such termination, all accrued but
unused paid time off, and any business expenses referred to in paragraph 8(b) that
were incurred but not reimbursed as of the date of such termination.  Vesting of the Initial Grant and the
Performance Grant shall cease on the date of termination.


 


(c)                                  Termination
for Cause.  In the event Employee is
terminated by the Company for Cause (as defined below), the Company’s
obligation to make payments hereunder shall cease upon the date of receipt by
Employee of written notice of such termination (the “Termination
Date”), except the Company shall pay Employee any salary earned but
unpaid prior to the Termination Date, any benefits accrued prior to such
termination, all accrued but unused personal time and any business expenses
referred to in paragraph 8(b) that were incurred but not reimbursed as of
the date of termination.  Vesting of the
Initial Grant and the Performance Grant shall cease on the date of
termination.  For purposes of this
Agreement, “Cause” shall mean any of the following:  (i) conviction of any felony or any
crime involving dishonesty or moral turpitude; (ii) participation in any
fraud against the Company or other dishonesty which is not the result of an
innocent or inadvertent mistake by Employee with respect to the Company; (iii) Employee’s
continued willful violation of Employee’s obligations to the Company after
there has been delivered to Employee a written demand for performance from the
Board of Directors which describes the basis for the Board of Directors’ belief
that Employee has not substantially satisfied Employee’s obligations to the
Company; (iv) Employee’s violation or breach of any material written
Company policy, agreement with the Company, or any statutory or fiduciary duty
to the Company, provided however, that if in the Company’s sole determination
such a violation or breach is capable of cure, the Company shall provide to 


 


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Employee a written notification of such violation or
breach and reasonable opportunity to cure such violation or breach; or (v) materially
damaging or misappropriating or attempting to materially damage or
misappropriate any property, including intellectual property, of the Company.


 


(d)                                  Termination
by the Company without Cause.  The
Company will have the right to terminate Employee’s employment with Company at
any time without Cause.  In the event
Employee is terminated without Cause and upon the execution of a release by
Employee in the form attached hereto as Exhibit B
(“Release”) and written acknowledgment of
Employee’s continuing obligations under the Proprietary Information Agreement,
Employee shall be entitled to receive the equivalent of (i) nine (9) month
of Employee’s Base Salary as in effect immediately prior to the termination
date, with respect to a termination during the first year of employment, and (ii) six
(6) months of Employee’s Base Salary as in effect immediately prior to the
termination date, with respect to a termination following the first year of
employment, with all amounts paid on the same basis and at the same time as
previously paid and subject to payroll tax withholdings and deductions.  In addition, upon execution of a Release by
Employee, fifty (50%) percent of the then-unvested shares of common stock
subject to Employee’s Initial Grant shall immediately become vested. Provided
that Employee timely elects continuation of Employee’s health insurance
pursuant to COBRA, the Company shall also reimburse Employee for the cost of
COBRA premiums to be paid in order for Employee to maintain medical insurance
coverage that is substantially equivalent to that which Employee received
immediately prior to the termination for a period of six (6) months (the
salary continuation and COBRA reimbursement are collectively referred to as the
“Severance Benefits”).


 


(e)                                  Special Circumstance Termination
Right.  During the first twelve (12) months of
Employee’s employment with the Company, if (i) the Company hires a Chief
Operating Officer or President, and (ii) in connection with such hire, the
Company materially reduces Employee’s responsibilities or compensation as
described herein, such event shall be deemed a material breach of this
Agreement and Employee shall have the right to terminate her employment with
the Company upon not less than sixty (60) days notice.  In such event, and upon the execution of a
Release and written acknowledgment of Employee’s continuing obligations under
the Proprietary Information Agreement, Employee shall be entitled to receive
the equivalent of nine (9) months of Employee’s Base Salary as in effect
immediately prior to the termination date, and 83,325 shares of the Initial
Grant shall immediately become vested upon such termination date; provided, however, that (x) prior to
your termination pursuant to this Section 10(e), you must give written
notice to the Company of your intent to resign pursuant to this Section 10(e),
and the applicable circumstances giving rise to your right to resign pursuant
to this Section 10(e) must remain uncorrected for thirty (30) days
following such written notice, and (y) in no event will a termination of employment
by you be considered to require payments or other consideration pursuant to
this Section 10(e) if such termination occurs more than sixty (60)
days after the date such reduction, relocation or modification occurs.


 


11.                               CHANGE IN CONTROL BENEFITS.  If
within the twelve (12) months immediately following a Change in Control:  (i) Employee is involuntarily terminated
by the Company (or its successor entity) other than for Cause; or (ii) Employee
voluntarily terminates Employee’s employment with the Company (or its successor
entity) for Good Reason (either constituting a “Change of
Control Termination”), and in each case Employee signs a Release and
written 


 


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acknowledgment of Employee’s continuing obligations
under the Proprietary Information Agreement, such event shall be deemed to be a
material breach of this Agreement, and Employee shall be entitled to the
Severance Benefits set forth in paragraph 10(d) (with the duration of the
severance benefit based on whether the Change of Control Termination occurs
during the first year of Employee’s employment or thereafter).  In the event that the Executive’s employment
is terminated by Employer pursuant to Section 11(a) hereof or by
Executive pursuant to 11(b) hereof within twelve (12) months following a
Change of Control (as defined in Section 11(a) and (b), then all
restricted stock theretofore granted to Executive pursuant to the Initial Grant
shall vest immediately upon the occurrence of such event.


 


(a)                                  Definition
of Change of Control.  For purposes
of this Agreement, “Change of Control”
of the Company is defined as any of the following:  (i) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended), other than holder of capital stock of the Company as of the date
hereof, or one or more affiliates thereof, is or becomes the “beneficial owner”
(as defined in Rule 13d-3 under said Act), directly or indirectly, of
previously outstanding securities of the Company representing 50% or more of
the total voting power represented by the Company’s then outstanding voting
securities (provided, however, that under no
circumstance shall the issuance of equity securities in bona fide financing
transactions be deemed to constitute a Change of Control); or (ii) the closing of a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or (iii) the
consummation of the sale or disposition by the Company of all or substantially
all the Company’s assets.


 


(b)                                  Definition of Good Reason.  For
purposes of this Agreement, “Good Reason” shall mean that the
Company or its successor persists in any of the following: (i) a
significant reduction in Employee’s duties, position, or responsibilities in
effect immediately prior to such reduction, (ii) a material reduction in
Employee’s base salary relative to the salary in effect immediately prior to
such reduction; (iii) a material reduction by the Company in the kind or
level of benefits to which Employee is entitled immediately prior to such
reduction with the result that Employee’s overall benefits package is
significantly reduced; or (iv) without Employee’s express written consent, Employee’s relocation to a
facility or a location more than fifty (50) miles from his then current
location; provided, however, that
(x) prior to your termination for Good Reason, you must give written
notice to the Company or its successor of the specific reduction, relocation or
modification that resulted in Good Reason and, in respect of circumstances
capable of cure, such reduction, relocation or modification must remain
uncorrected for 30 days following such written notice, and (y) in no event
will a termination of employment by you be considered to be for Good Reason if
such termination occurs more than 60 days after the date such reduction,
relocation or modification occurs.


 


12.                               MISCELLANEOUS.


 


(a)                                  409(A) Savings.   Notwithstanding
the foregoing, if the Company (or, if applicable, the successor entity thereto)
determines that the Severance constitutes “deferred 


 


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compensation” under Section 409A of the Internal
Revenue Code (together, with any state law of similar effect, “Section 409A”) and if you are a “specified employee” of
the Company or any successor entity thereto as of such time, as such term is
defined in Section 409A(a)(2)(B)(i) (a “Specified
Employee”), then, solely to the extent necessary to avoid the
incurrence of the adverse personal tax consequences under Section 409A,
the timing of the severance payments called for by Sections 10(d) or (e) or
Section 11 (or any portion thereof) shall be delayed as follows:  on
the earliest to occur of (i) the date that is six months and one day after
the termination date or (ii) the date of your death (such earliest date,
the “Delayed Initial Payment Date”), the
Company (or the successor entity thereto, as applicable) shall (A) pay to
you a lump sum amount equal to the sum of the severance payments that you would
otherwise have received through the Delayed Initial Payment Date if the
commencement of the payment of the Severance had not been delayed pursuant to
this paragraph and (B) commence paying the balance of the severance pay,
if applicable, in accordance with the payment schedule set forth above.
 It is intended that each installment of the severance pay provided for in
this Agreement is a separate “payment” for purposes of Section 409A.
 For the avoidance of doubt, it is intended that payment of the severance
pay shall satisfy, to the greatest extent possible, the exemptions from the
application of Section 409A provided under Treasury Regulation 1.409A-1(b)(4) and
1.409A-1(b)(9)(iii).


 


(b)                                  Taxes.  Employee agrees to be responsible for the
payment of any taxes due on any and all compensation (other than the Company’s
portion of any payroll taxes or other withholdings), stock option, or benefit
provided by the Company pursuant to this Agreement.  Employee agrees to indemnify the Company and
hold the Company harmless from any and all claims or penalties asserted against
the Company for any failure to pay taxes due on any compensation, stock option,
or benefit provided by the Company pursuant to this Agreement.  Employee expressly acknowledges that the
Company has not made, nor herein makes, any representation about the tax
consequences of any consideration provided by the Company to Employee pursuant
to this Agreement.


 


(c)                                  Modification/Waiver.  This Agreement may not be amended, modified,
superseded, canceled, renewed or expanded, or any terms or covenants hereof
waived, except by a writing executed by each of the parties hereto or, in the
case of a waiver, by the party waiving compliance.  Failure of any party at any time or times to
require performance of any provision hereof shall in no manner affect Employee’s
or its right at a later time to enforce the same.  No waiver by a party of a breach of any term
or covenant contained in this Agreement, whether by conduct or otherwise, in
any one or more instances shall be deemed to be or construed as a further or
continuing waiver of agreement contained in the Agreement.


 


(d)                                  Successors
and Assigns.  This Agreement shall be
binding upon and shall inure to the benefit of any successor or assignee of the
business of the Company.  This Agreement
shall not be assignable by you.


 


(e)                                  Notices.  All notices given hereunder shall be given by
certified mail, addressed, or delivered by hand, to the other party at Employee’s
or its address as set forth herein, or at any other address hereafter furnished
by notice given in like manner.  Employee
promptly shall notify Company of any change in Employee’s address.  Each notice shall be dated 


 


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the date of its mailing or delivery and shall be
deemed given, delivered or completed on such date.


 


(f)                                    Governing
Law; Personal Jurisdiction and Venue. 
This Agreement and all disputes relating to this Agreement shall be
governed in all respects by the laws of the State of Colorado as such laws are
applied to agreements between Colorado residents entered into and performed
entirely in Colorado.  The Parties
acknowledge that this Agreement constitutes the minimum contacts to establish
personal jurisdiction in Colorado and agree to Colorado court’s exercise of
personal jurisdiction.


 


(g)                                 Entire
Agreement.  This Agreement together
with the Exhibits A and B
attached hereto sets forth the entire agreement and understanding of the
parties hereto with regard to Employee’s employment by the Company and
supersede any and all prior term sheets, agreements, arrangements and
understandings, written or oral, pertaining to the subject matter hereof.  No representation, promise or inducement
relating to the subject matter hereof has been made to a party that is not
embodied in these Agreements, and no party shall be bound by or liable for any
alleged representation, promise or inducement not so set forth.


 


(h)                                 IRCA.  Employee’s employment is conditioned on
Employee’s ability to document Employee’s identity and authorization to work in
the U.S. pursuant to the Immigration Reform Control Act of 1986 (“IRCA”).  Pursuant to
the IRCA, Employee agrees to permit the Company to inspect original documents
that establish that Employee is authorized to work in the U.S.


 


(i)                                    Agents.  Employee represents and warrants that
Employee has not incurred any liability for any employment agency or finders
fees or commissions, or the like, in connection with the employment
contemplated herein.  Employee hereby
agree to indemnify and hold the Company harmless from and against and in
respect of any claim for employment agency or finders fees or commissions or
the like relating to the employment contemplated by this Agreement.


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year first
above written.


 


	
   

  	
  LOCAL
  MATTERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/   Perry
  Evans

  
	
   

  	
   

  	
       Perry
  Evans

  
	
   

  	
   

  	
       Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACKNOWLEDGEMENT

  
	
   

  	
   

  
	
   

  	
  I HAVE
  READ, UNDERSTAND AND AGREE

  
	
   

  	
  TO THE
  FOREGOING TERMS.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Alison
  Kane

  
	
   

  	
  ALISON
  KANE

  
	
   

  	
   

  
	
   

  	
  June 3, 2008

  
	
   

  	
  Date

  



 


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EXHIBIT A


 


PROPRIETARY
INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT 


 

















 


EXHIBIT B


 


RELEASE


 


In exchange for
the consideration provided to me by this Agreement that I am not otherwise
entitled to receive, I hereby generally and completely release the Company and
its directors, officers, employees, shareholders, partners, agents, attorneys,
predecessors, successors, parent and subsidiary entities, 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 related to my employment with the Company or the
termination of that employment (except any claim for the payment of benefits or
other amounts that have accrued and are or may be payable under any plan,
policy, program, arrangement or agreement maintained by the Company, including
any amount payable to me under Section 8(d) of that certain letter
dated October 14, 2005, or for any continuation coverage under the Company’s
group health plan to which I may be entitled as a matter of law), including,
but not limited to: (1) 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; (2) all claims for breach of
contract, wrongful termination, and breach of the implied covenant of good
faith and fair dealing; (3) all tort claims, including claims for fraud,
defamation, emotional distress, and discharge in violation of public policy;
and (4) 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, the federal Age Discrimination in
Employment Act of 1967 (as amended) (“ADEA”), and the Colorado Civil Rights Act
(as amended).


 


ADEA Waiver and Release. 
I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under the ADEA, as amended.  I also acknowledge that the consideration
given for the waiver and release in the preceding paragraph hereof is in
addition to anything of value to which I was already entitled.  I further acknowledge that I have been
advised by this writing, as required by the ADEA, that:  (a) my waiver and release does not apply
to any rights or claims that may arise after the execution date of this
Agreement; (b) I have been advised that I have the right to consult with
an attorney prior to executing this Agreement; (c) I have been given
twenty-one (21) days to consider this Agreement; (d) I have seven (7) days
following the execution of this Agreement by the parties to revoke the
Agreement; and (e) 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 you, provided that the Company has also
executed this Agreement by that date (“Effective Date”). The parties
acknowledge and agree that revocation by Employee of the ADEA Waiver and
Release is not effective to revoke Employee’s waiver or release of any other
claims pursuant to this Agreement.


 


	
  By:

  	
                         

  	
   

  	
  Date: