Exhibit 10.31


 


[WATTS WATER TECHNOLOGIES, INC.
LETTERHEAD]


 


January 9, 2009


 


Douglas T. White


5859 W. Del Lago Cr.


Glendale, AZ. 85308


 


Dear Doug:


 


As you know, Watts Water Technologies, Inc. (“Watts Water
Technologies, Inc.” or the “Company”) is conducting a reduction in
force.  In connection with this reduction
in force, your position is being eliminated and we are offering a severance
package commensurate with your service and seniority. In addition, to ensure an
orderly transition and the completion of certain objectives, in connection with
your termination, the Company is offering to provide you with a discretionary
incentive bonus if: you satisfy the eligibility requirements and conditions to
payment described in the “Description of Severance and Discretionary Incentive
Bonus” attached to this letter agreement as Attachment A; if you sign and
return this letter agreement to Alan Hurley, Director of Compensation and
Benefits, Human Resources, Watts Water Technologies at 815 Chestnut Street
North Andover, MA. 01845-6098 (or fax to # 978-689-6023) by, February 24,
2009  and it becomes binding between you and
the Company; and you sign and return the Release of Claims at Attachment C no
earlier than on March 31, 2009 but no later than on April 8, 2009  and it becomes binding between you and the Company.  By signing and returning this letter
agreement and not revoking your acceptance of either this letter agreement or
Attachment C, you will be agreeing to the terms and conditions set forth in the
numbered paragraphs below, including the release of claims set forth in
paragraph 3.  Therefore, you are advised to consult with an attorney
before signing this letter agreement and Attachment C, and you have been given
more than forty-five (45) days to do so.  If you sign this letter
agreement and Attachment C, you may change your mind and revoke your agreement
during the seven (7) day period after you have signed either
agreement.  If you do not so revoke, this letter agreement and Attachment
C will become binding agreements between you and the Company upon the
expiration of the seven (7) day revocation period.


 


If you
choose not to sign and return this letter agreement by February 24, 2009  or if you timely revoke your acceptance in writing, or if
you do not timely execute and return Attachment C no earlier than on March 31,
2009 but no later than on April 8, 2009 (or if you timely revoke your
acceptance to Attachment C), you will not receive the severance or the
discretionary incentive bonus benefits from the Company.  You will,
however, receive payment on your Termination Date (as defined below)  for any wages and unused vacation time
accrued through the Termination Date. Also, regardless of signing this letter
agreement, you may elect to continue receiving group sponsored health insurance
pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et seq. 
All premium costs for 


 

















 


“COBRA”
shall be paid by you on a monthly basis for as long as, and to the extent that,
you remain eligible for COBRA continuation.  You should consult the COBRA
materials to be provided by the Company for details regarding these
benefits.  All other benefits, including life insurance and long-term
disability insurance, will cease upon your Termination Date.


 


You
currently have vested stock options for purchase of 10,956 shares under the Company’s 2004
Stock Incentive Plan. Pursuant to the Company’s 2004 Stock Incentive Plan, you
will have six (6) months from your Termination Date to exercise the
options that were issued under the 2004 Stock Incentive Plan and that are
vested as of your Termination Date. All unvested stock options will be
cancelled and all unvested shares of restricted stock will be forfeited to the
Company on the Termination Date.


 


Pursuant to the terms of the Management Stock Purchase Plan, your
non-vested restricted stock units (RSUs) will be cancelled on the Termination
Date and you will receive a cash payment equal to the number of such non-vested
RSUs multiplied by the lesser of (a) 67% of the fair market value of the
Company’s Class A Common Stock on the date the RSUs were purchased plus
simple interest per annum on such amount at the one-year U.S. Treasury Bill
rate (as published in the Wall Street Journal) in effect on the purchase
date and each anniversary thereof, or (b) the fair market value of the Class A
Common Stock on the Termination Date. Your vested RSUs will be converted to
shares of the Company’s Class A Common Stock and issued to you. As a
result of the American Jobs Creation Act of 2004, because you are an officer of
the Company, the distribution of this cash payment for any unvested RSUs and
the issuance of the shares underlying your vested RSUs cannot be made until at
least six months after the Termination Date.


 


The following numbered paragraphs set forth the terms and conditions
that will apply if you timely sign and return this letter agreement and
Attachment C and do not revoke your acceptance to either agreement within the
seven (7) day period:


 


1.             Termination
Date — Your effective date of termination from the Company will
be March 31, 2009 (the “Termination Date”).


 


2.             Description
of Severance and Discretionary Incentive Bonus — The severance
and discretionary incentive benefit paid to you if you timely sign and return
this letter agreement and do not revoke your acceptance and satisfy the other
eligibility requirements and conditions to payment are described in the “Description
of Severance and Discretionary Incentive Bonus” attached as Attachment A.  In
connection with the Severance and Discretionary Incentive Bonus provided to you pursuant to this letter
agreement, the Company shall withhold and remit to the tax authorities the
amounts required under applicable law, and you shall be responsible for all
applicable taxes with respect to such Severance and Discretionary
Incentive Bonus under applicable
law.  You acknowledge that you are not
relying upon advice or representation of the Company with respect to the tax
treatment of any of the Severance and Discretionary Incentive Bonus set forth in Attachment A.


 

















 


3.             Release
— In consideration of the payment of the Severance Pay and your eligibility for
the Discretionary Incentive Bonus, which you acknowledge you would not
otherwise be entitled to receive, you hereby fully, forever, irrevocably and
unconditionally release, remise and discharge the Company and its respective
officers, directors, stockholders, corporate affiliates, subsidiaries, parent
companies, agents and employees (each in their individual and corporate
capacities), and all employee benefit plans and plan fiduciaries (collectively,
the “Released Parties”) from any and all claims, charges, complaints, demands,
actions, causes of action, suits, rights, debts, sums of money, costs,
accounts, reckonings, covenants, contracts, agreements, promises, doings,
omissions, damages, executions, obligations, liabilities and expenses
(including attorneys’ fees and costs), of every kind and nature that you ever
had or now have against the Released Parties, including, but not limited to,
any and all claims arising out of your employment with and/or separation from
the Company, including, but not limited to, all employment discrimination
claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.,
the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.,
the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.,
the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.,
the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. §
2101 et. seq., Section 806 of the Corporate and
Criminal Fraud Accountability Act of 2002, 18 U.S.C. 1514(A), the
Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq.,
the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.,
the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C.
§ 1001 et seq., Executive Order 11246, and Executive
Order 11141, all as amended; all claims arising out of the Massachusetts Fair
Employment Practices Act., M.G.L. c. 151B, § 1 et seq.,
the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I, the
Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214,
§ 1C, the Massachusetts Labor and Industries Act, M.G.L. c. 149, §1 et seq.,
the Massachusetts Privacy Act, M.G.L. c. 214, § 1B, the Massachusetts
Maternity Leave Act, M.G.L. c. 149, § 105D, and the Massachusetts
Small Necessities Leave Act, M.G.L. c. 149, § 52D, all as amended; the Arizona Civil Rights Act, Ariz. Rev.
Stat. § 41-1401 et seq., Rev. Stat. § 23-340 et seq.
(Arizona equal pay law), Ariz. Rev. Stat. § 23-1501 (Arizona whistleblower
protection law), all as amended; all common law claims including, but
not limited to, actions in tort, defamation and breach of contract; all claims
to any non-vested ownership interest in the Company, contractual or otherwise,
including, but not limited to, claims to stock or stock options; and any claim
or damage arising out of your employment with and/or separation from the
Company (including a claim for retaliation) under any common law theory or any
federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this letter agreement; (a) prevents
you from filing, cooperating with or participating in any proceeding before the
EEOC or a state Fair Employment Practices Agency (except that you acknowledge
that you may not be able to recover any monetary benefits in connection with
any such claim, charge or 


 

















 


proceeding); or (b) waives any rights you have to receive your
accrued benefits under the Company’s Pension Plan in accordance with its
respective terms.


 


4.             Non-Disclosure and Confidential Information — You agree that you will
keep confidential all non-public information concerning the Company or any of
the Released Parties that you acquired during the course of your employment
with the Company and all developments and inventions.  You further agree to comply with any
obligations regarding confidential information, non-solicitation,
non-competition and inventions set forth in any agreements previously entered
into by you with the Company or its predecessors. Such provisions and
obligations shall remain in effect notwithstanding this letter agreement and
the ending of your employment.  You
acknowledge that during the course of your employment with the Company you have
acquired knowledge of, and/or had access to, trade secrets, confidential and
proprietary information of the Company and of third parties which is subject to
confidentiality and other agreements by and between the Company and those third
parties (“Confidential Information”).  Such
Confidential Information, includes, but is not limited to: financial and
pricing information; business, research, and new product plans and strategies;
patent applications and invention disclosures; yields, designs, efficiencies,
and capacities of production methods, processes, facilities and systems at the
Company and its contractors; customer and vendor lists, key contacts, habits,
and product and purchasing plans; marketing information, plans and strategies;
existing and anticipated agreements with customers, vendors, and other third
parties; product design and related information; information regarding Company
employees, their projects, and their salaries, benefits and other personnel
information.  You agree that you will not
use or disclose to others any Confidential Information.


 


5.             Return
of Company Property — You confirm that you have returned to the
Company in good working order all keys, files, records (and copies thereof),
equipment (including, but not limited to, computer hardware, software and
printers, wireless handheld devices, cellular phones and pagers), Company
identification, Company proprietary and confidential information and any other
Company -owned property in your possession or control and have left intact all
electronic Company documents, including, but not limited to, those that you
developed or helped to develop during your employment.  You further
confirm that you have cancelled all accounts for your benefit, if any, in the
Company’s name, including, but not limited to, credit cards, telephone charge
cards, cellular phone and/or pager accounts and computer accounts.


 


6.             Business
Expenses and Compensation — You acknowledge that all valid
expense reports that are properly submitted within thirty (30) days of the
Termination Date will be paid on the regular expense reimbursement cycle
subject to the terms and conditions of Company’s business expense
reimbursement policy.  You further acknowledge that you have received
payment in full for all services rendered in conjunction with your employment 


 

















 


by the Company and that no other compensation, remuneration, or
reimbursement is owed to you, except as provided herein.


 


7.             Cooperation - You agree to make yourself available upon reasonable notice from the Company
or its attorneys to provide testimony as a witness through declarations,
affidavits, depositions or at a hearing or trial, and to work with the Company
in preparation for such event, and to cooperate with any other reasonable
request by the Company in connection with the investigation, defense or
prosecution of any mediation, arbitration, administrative hearing, or lawsuit
to which the Company is a party, currently pending or filed after the
Termination Date.  If the Company so
requests your cooperation in connection with any legal matter then the Company
agrees to pay for any reasonable out-of-pocket expenses, such as economy class
airfare or lodging, that you incur in connection with assisting the Company,
provided you notify the Company in advance of what your reasonable expenses are
expected to be and receive prior written approval from the Company for such
expenses.


 


8.             Non-Disparagement
— To the extent permitted by law, you understand and agree that as a condition
for payment to you of the severance benefits, you shall not make any false,
disparaging or derogatory statements in public or private to any person, entity
or media outlet regarding the Company or the Released Parties, or about the
Company’s or the Released Parties business affairs, practices, products,
services, and financial condition. The Company agrees to direct those persons
with knowledge of the terms of this Agreement not to make false, disparaging or
derogatory statements to any third person or entity about you. In the event
that the Company receives any inquiry pertaining to your  employment with the Company or its
predecessors, it shall limit its response to confirming the fact of and
inclusive dates of your employment, last employment and the positions you held.


 


9.             Non-Solicitation of
Employees - You agree that for a period of twelve (12) months
following the termination of your employment with the Company you shall not
directly or indirectly, personally or through others, solicit or attempt to
solicit (on your own behalf or on behalf of any other person or entity) the
employment or termination of any employee or consultant of the Company or any
of the Company’s parents, subsidiaries, or affiliates.  This provision shall not apply to employees
of the Company or of the Company’s parents, subsidiaries, or affiliates that
have been terminated for a period of six months or longer.


 


10.       Amendment —
This letter agreement shall be binding upon the parties and may not be
abandoned, supplemented, changed or modified in any manner, orally or
otherwise, except by an instrument in writing of concurrent or subsequent date
signed by a duly authorized representative of the parties hereto.  This
letter agreement is binding upon and shall inure to the benefit of the parties
and their respective agents, assigns, heirs, executors, successors and
administrators.


 

















 


11.       Waiver of
Rights — No delay or omission by the Company in exercising any
right under this letter agreement shall operate as a waiver of that or any
other right.  A waiver or consent given by the Company on any one occasion
shall be effective only in that instance and shall not be construed as a bar to
or waiver of any right on any other occasion.


 


12.       Enforcement and
Consequences of Breach  - You agree that if you assert any claim
against the Company or any of the other Released Parties in violation of the
foregoing Release, or otherwise breach any provision of this Release Agreement,
then the Company shall be entitled to recover from me damages flowing from such
breach, you will not be entitled to any of the severance benefits, and you will
be liable for the costs and attorneys’ fees that the Company and other Released
Parties incur in any action arising as a result of your breach, to the maximum
extent permitted by law.  However,
nothing in this letter Agreement will interfere with your right to challenge
the enforceability of this letter agreement’s release of claims under the ADEA,
and you shall not be required to tender back payments made to you nor will you
be liable for the costs and attorneys’ fees that the Company and other Released
Parties incur in connection with a challenge by you of the foregoing release of
claims under the ADEA.


 


13.       Validity —
Should any provision of this letter agreement be declared or be determined by
any court of competent jurisdiction to be illegal or invalid, the validity of
the remaining parts, terms or provisions shall not be affected thereby and said
illegal or invalid part, term or provision shall be deemed not to be a part of
this letter agreement.


 


14.       Confidentiality
— To the extent permitted by law, you understand and agree that the terms and
contents of this letter agreement, and the contents of the negotiations and
discussions resulting in this letter agreement, shall be maintained as
confidential by you, your agents and your representatives and none of the above
shall be disclosed except to the extent required by federal or state law or as
otherwise agreed to in writing by an authorized agent of the Company.


 


15.       Nature of
Agreement — You  understand
and agree that this letter agreement is a severance agreement and does not
constitute an admission of liability or wrongdoing on the part of the Company.


 


16.       Tax
Provision — In connection with the severance benefits provided
to you pursuant to this letter agreement, the Company shall withhold and remit
to the tax authorities the amounts required under applicable law, and you shall
be responsible for all applicable taxes with respect to such severance benefits
under applicable law.  You acknowledge
that you are not relying upon advice or representation of the Company with
respect to the tax treatment of any of the severance benefits set forth in
Attachment A.


 

















 


17.       Eligibility for Severance
Program — You understand and agree that attached to this letter
agreement as Attachment B is a description of (i) any class, unit or group
of individuals covered by the severance benefit program which the Company has
offered to you, and any applicable time limits regarding such severance benefit
program; and (ii) the job title and ages of all individuals eligible or
selected for such severance benefit program, and the ages of all individuals in
the same job classification or organizational unit who are not eligible or who
were not selected for such severance benefit program.


 


18.       Acknowledgments
— You acknowledge that you have been given at least forty-five (45) days to
consider this letter agreement, including Attachments A,B and C, and that the
Company advised you in writing to consult with an attorney of your own choosing
prior to signing this letter agreement.  You understand that you may
revoke this letter agreement for a period of seven (7) days after you sign
it, and that this letter agreement shall not be effective or enforceable until
the expiration of this seven (7) day revocation period.  You
understand and agree that by entering into this letter agreement and Attachment
C, you are waiving any and all rights or claims you might have under the Age
Discrimination in Employment Act, as amended by the Older Workers Benefit
Protection Act (“ADEA”).  You understand
and agree that such waiver and release of claims under the ADEA does not apply
to any rights or claims that may arise under the ADEA after the date of
execution of this letter agreement and after the date of execution of
Attachment C, and that nothing in this letter agreement or Attachment C
prohibits you from challenging the validity of this letter agreement’s or
Attachment C’s waiver and release of claims under the ADEA.  You also understand and agree that you have
received consideration beyond that to which you were previously entitled.


 


19.       Voluntary
Assent — You affirm that no other promises or agreements of any
kind have been made to or with you by any person or entity whatsoever to cause
you to sign this letter agreement, and that you fully understand the meaning
and intent of this letter agreement.  You state and represent that you
have had an opportunity to discuss fully and review the terms of this letter
agreement, including Attachments A, B, and C, with an attorney.  You
further state and represent that you have carefully read this letter agreement,
including Attachments A, B, and C, understand the contents herein, freely and
voluntarily assent to all of the terms and conditions hereof, and sign your
name of your own free act.


 


20.       Applicable
Law and Consent to Jurisdiction — This letter agreement shall be
interpreted and construed by the laws of the Commonwealth of Massachusetts,
without regard to conflict of laws provisions.  You hereby irrevocably
submit to and acknowledge and recognize the jurisdiction of the courts of the Commonwealth
of Massachusetts, or if appropriate, a federal court located in the
Commonwealth of Massachusetts (which courts, for purposes of this letter
agreement, are the only courts of competent jurisdiction), over any suit,
action or


 

















 


other proceeding arising out of, under or in connection with this
letter agreement or the subject matter hereof.


 


21.       Entire
Agreement — This letter agreement, including Attachments A, B,
and C, contains and constitutes the entire understanding and agreement between
the parties hereto with respect to your severance benefits and the settlement
of claims against the Company, except as provided in Paragraph 4 above, and
cancels all previous oral and written negotiations, agreements, commitments and
writings in connection therewith.


 


If you have any questions about the matters covered in this letter
agreement, please call Alan Hurley at 978-689-6087.


 


Very truly yours,


 


Watts Water Technologies, Inc.


 


	
  By:

  	
  /s/ Gregory J. Michaud

  	
   

  
	
   

  	
  Name: Gregory J. Michaud

  	
   

  
	
   

  	
  Title: Executive Vice President of Human Resources

  	
   

  



 


I hereby agree to the terms and conditions
set forth above and in Attachments A and B and intend on signing Attachment C
in accordance with the terms set forth herein.  I have been given at least
forty-five (45) days to consider this letter agreement (including Attachments A,
B, and C) and I have chosen
to execute this on the date below.  I have been advised to consult an
attorney before signing this letter agreement. 
I acknowledge that I have not relied on any representation or statement
other than those contained in this letter agreement.  I intend that this letter agreement will
become a binding agreement between the Company and me if I do not revoke my
acceptance in seven (7) days.


 


	
  /s/ Douglas T. White

  	
   

  	
  2/16/09

  
	
  Douglas T. White

  	
   

  	
  Date

  



 


TO BE RETURNED TO ALAN HURLEY NO LATER THAN
ON FEBRUARY 24, 2009.


 














 


ATTACHMENT
A


 


DESCRIPTION
OF SEVERANCE


 


AND
DISCRETIONARY INCENTIVE BONUS


 


1.                                       The
Company will pay you $196,000 less all applicable taxes and withholdings (the “Severance
Pay”).  This total is the equivalent of 12 months of your base
salary.  This Severance Pay will be paid
in one lump sum in accordance with the Company’s normal payroll practices,
after execution, timely return, and non-revocation of this letter agreement and
Attachment C.


 


2.                                       Effective
as of the Termination Date, if you elect to continue receiving group health
coverage pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et seq.,
for the period of time equivalent to the number of months of severance you are
being paid as referenced in paragraph 1 above, the Company shall pay the full
share of the COBRA premium costs associated with the medical and dental
coverage you have elected.  The remaining
balance of any premium costs, and all premium costs after the period of time
equivalent to the number of months of severance you are being paid as
referenced in paragraph 1 above, shall be paid by you on a monthly basis for as
long as, and to the extent that, you remain eligible for COBRA
continuation.  You should consult the
COBRA materials to be provided by the Company for details regarding these benefits.


 


3.                                       The
Company will pay you $66,500, less all applicable taxes and withholdings (the “Discretionary
Incentive Bonus”) if you satisfy the eligibility requirements set forth in
subsections (a) below and the conditions to payment set forth in subsection
(b) below.  This Discretionary
Incentive Bonus will be paid in one lump sum in accordance with the Company’s
normal payroll practices, but in no event earlier than the eighth (8th) day after execution, timely
return, and non-revocation of this letter agreement and attachment C.


 


(a)                                  Discretionary
Incentive Bonus Eligibility Requirements: 
You will be eligible for the Discretionary Incentive Bonus above,
provided that on your Termination Date the Company in its sole discretion
determines that the following items are completed: (i)  implementation of
a new fully integrated Watts Water Quality organization with a new general
manager in place over the organization; (ii) appointment of a new general
manager for Radiant; (iii) a determination of whether to proceed with a
certain proposed acquisition, and if so, the attainment of key milestones in
completing the acquisition (iv) a managed transition of your Water Quality
Association relationships to a successor Company executive.


 


(b)                                 Conditions
to Payment of Discretionary Incentive Bonus. You shall be entitled to
receive the Discretionary Incentive Bonus only if: (i) you timely sign and
do not revoke this letter agreement; (ii) you have not terminated your
employment prior to your Termination Date and you have not been terminated for
Cause; and (iii) you 


 

















 


timely sign and do not revoke the Release of Claims at Attachment
C.  For purposes of this Agreement, Cause
shall mean: (a) an act by you constituting a felony or a misdemeanor
involving moral turpitude; (b) fraud or dishonesty on your part that
results in or is likely to result in economic damage to the Company; (c) gross
negligence or misconduct in the performance of your duties; or (d) refusal
to attempt in good faith to implement a reasonable directive of the Company or
failure to perform your assigned duties.


 

















 


ATTACHMENT B


 


OLDER WORKERS BENEFIT PROTECTION ACT


NOTICE TO EMPLOYEES


 


As a
result of the Company’s decision to reduce its workforce, your employment with
the Company will be terminated and you have been selected to receive an offer
of severance benefits in exchange for signing a release and waiver of
claims.  In connection with the severance
benefit program, you are being provided with information as to: (i) any
class, unit or group of individuals terminated and covered by such program, any
eligibility factors for such termination and, therefore, eligibility for such
program, and any time limits applicable to such program; and (ii) the job
title and ages of all individuals terminated and, therefore, eligible or
selected for the program, and the ages of all individuals in the same job
classification or organizational unit who are not terminated and, therefore,
are not eligible or selected for the program.


 


The
Company determined that all employees in the classes, units or departments in
the chart below would be eligible for the severance program.  All persons who are being terminated in this
reduction in force have been selected for the program and their job titles and
ages have been indicated in the chart below. 
The job titles and ages of individuals who were not selected for the
program are also indicated in the chart.


 


Selected
employees age forty or over shall have at least forty-five (45) days to
consider the Company’s severance offer and may revoke their agreement to
participate in the program within seven (7) days of their execution of an
agreement.  Selected employees under age
forty shall have at least seven (7) days to consider the Company’s
severance offer and do not have a right of revocation.


 


	
  Class/Unit/
  

  Department

  	
   

  	
  Job
  Title and Ages of 

  Employees Selected

  	
   

  	
  Job
  Title and Ages of 

  Employees Not Selected

  
	
  Sr. Management,

  	
   

  	
  Group VP (64)

  	
   

  	
  EVP Sales & Marketing (56)

  
	
  Manufacturing Operations and Sales & Mktg

  	
   

  	
   

  	
   

  	
  EVP Mfg. Operations (50)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  President Asian Ops (52)

  
	
   

  	
   

  	
   

  	
   

  	
  VP, General Manager (50)

  



 

















 


ATTACHMENT C


 


RELEASE OF CLAIMS


 


In
consideration of the payment of the Severance Pay and your eligibility for the
Discretionary Incentive Bonus, which you acknowledge you would not otherwise be
entitled to receive, you hereby fully, forever, irrevocably and unconditionally
release, remise and discharge the Company, and
its respective, officers, directors, stockholders, corporate affiliates,
subsidiaries, parent companies, agents and employees (each in their individual
and corporate capacities), and all employee benefit plans and plan fiduciaries
(hereinafter, the “Released Parties”) from any and all claims, charges,
complaints, demands, actions, causes of action, suits, rights, debts, sums of
money, costs, accounts, reckonings, covenants, contracts, agreements, promises,
doings, omissions, damages, executions, obligations, liabilities and expenses
(including attorneys’ fees and costs), of every kind and nature that you ever
had or now have against the Released Parties, including, but not limited to,
any and all claims arising out of your employment with and/or separation from
the Company, including, but not limited to, all employment discrimination
claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.,
the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.,
the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.,
the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.,
the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. §
2101 et. seq., Section 806 of the Corporate and
Criminal Fraud Accountability Act of 2002, 18 U.S.C. 1514(A), the
Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq.,
the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.,
the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C.
§ 1001 et seq., Executive Order 11246, and Executive
Order 11141, all as amended; all claims arising out of the Massachusetts Fair
Employment Practices Act., M.G.L. c. 151B, § 1 et seq.,
the Massachusetts Civil Rights Act, M.G.L. c. 12, §§ 11H and 11I, the
Massachusetts Equal Rights Act, M.G.L. c. 93, § 102 and M.G.L. c. 214,
§ 1C, the Massachusetts Labor and Industries Act, M.G.L. c. 149, §1 et seq.,
the Massachusetts Privacy Act, M.G.L. c. 214, § 1B, the Massachusetts
Maternity Leave Act, M.G.L. c. 149, § 105D, and the Massachusetts
Small Necessities Leave Act, M.G.L. c. 149, § 52D, all as amended; the Arizona
Civil Rights Act, Ariz. Rev. Stat. § 41-1401 et seq.,
Rev. Stat. § 23-340 et seq.
(Arizona equal pay law), Ariz. Rev. Stat. § 23-1501 (Arizona whistleblower
protection law), all as amended; all common law claims including, but not
limited to, actions in tort, defamation and breach of contract; all claims to
any non-vested ownership interest in the Company, contractual or otherwise,
including, but not limited to, claims to stock or stock options; and any claim
or damage arising out of your employment with and/or separation from the
Company (including a claim for retaliation) under any common law theory or any
federal, state or local statute or ordinance not expressly referenced above; provided,
however, that nothing in this letter agreement prevents you from filing,
cooperating with or participating in any proceeding before the EEOC or a state
Fair Employment Practices Agency (except that you acknowledge that you may not
be able to recover any monetary benefits in connection with any such claim,
charge or proceeding).


 

















 


You acknowledge that you have been given in excess
of forty-five (45) days to consider this Release of Claims, including the
letter agreement and its attachments, and that the Company advised you to
consult with an attorney of your own choosing prior to signing this Release of
Claims.  You understand that you may
revoke this Release of Claims for the period of seven (7) days after you
sign it, and that it shall not be effective or enforceable until the expiration
of the applicable seven (7) day revocation period.  You
understand and agree that by entering into Release of Claims, you are waiving
any and all rights or claims you might have under the Age Discrimination in
Employment Act, as amended by the Older Workers Benefits Protection Act, and
that you have received consideration beyond that to which you were previously
entitled.


 


You further affirm that you have returned all
Company property as provided in Paragraph 5 of the letter agreement, and
understand your on-going obligations to the Company as described in Paragraph 4
of the letter agreement.


 


I hereby provide this Release of
Claims as of the current date and acknowledge that the execution of this
Attachment C is in further consideration of the compensation benefits set forth
in Attachment A to the letter agreement, to which I acknowledge I would not be
entitled if I did not sign this release of claims.  I intend that Release of Claims will become a
binding agreement between the Company and me if I do not revoke my acceptance
in seven (7) days.


 


	
   

  	
   

  	
   

  
	
  Douglas T. White

  	
   

  	
  Date

  



 


DO NOT SIGN BEFORE TERMINATION DATE - TO BE RETURNED TO ALAN HURLEY,
DIRECTOR OF COMPENSATION AND BENEFITS, HUMAN RESOURCES NO EARLIER THAN ON MARCH 31,
2009 BUT NO LATER THAN ON APRIL 8, 2009.