exv10w3






Exhibit 10.3




SEPARATION AGREEMENT



This Separation Agreement (“Agreement”) and the Release, which is attached and incorporated
by reference as Exhibit A (the “Release”), are made by and between Janet L. Dick,
(“Employee”) and American Medical Systems, Inc., and its respective parent and subsidiary
corporations, affiliates, successors, predecessors, shareholders, present or former officers,
directors, agents, employees, attorneys, whether in their individual or official capacities,
benefit plans and plan administrators, and insurers (collectively referred to as “Employer”
or “Company”).



The Employer and Employee (the “Parties”) wish to end their employment relationship in an
honorable, dignified and orderly fashion. Toward that end, the parties have agreed to separate
according to the following terms.



The Employer does not believe that it has any claims against the Employee, nor do the Parties
believe that the Employee has any claims against the Employer. Nevertheless, the Parties have
agreed upon the following separation terms, in full resolution of any actual or potential claims
arising out of the Employee’s employment with and separation from Employer.



IN CONSIDERATION OF THIS ENTIRE SEPARATION AGREEMENT, THE PARTIES AGREE AS FOLLOWS:




     1. Employment Transition and Termination. From the date hereof through June 30, 2009
(the “Transition Period”), Employer will continue to employ Employee as Senior Vice
President, Human Resources. During the Transition Period, Employee will perform her regular duties
and responsibilities as Senior Vice President, Human Resources, and will assist in transitioning
her responsibilities as requested by the Employer. The Employee agrees to work cooperatively, and
will satisfy the Employer’s performance expectations during the Transition Period. During the
Transition Period, Employee will continue to receive from Employer her current salary and other
benefits to which she is currently entitled. Employee shall execute the Release within twenty-one
(21) days of receiving this Agreement. Employee’s employment will terminate on June 30, 2009 (the
“Termination Date”). Employee’s status as (a) an officer of American Medical Systems
Holdings, Inc., American Medical Systems, Inc. and any of its direct and indirect subsidiaries, and
(b) a member of the Employer’s employee benefits committee will also terminate effective as of the
Termination Date. Employee shall execute the Release within twenty-one (21) days of receiving this
Agreement.



     2. Consideration. Upon execution of this Agreement and the Release, and after the
expiration of all statutory rescission periods without any rescission of the Release, the Employer
shall provide the Employee with the severance payments and benefits set forth in this Section 2.




	 	(a)	 	Severance Pay. The Employer shall pay the Employee $176,250, which is
equal to nine months of her current annualized base salary in a lump sum with the
first regular payroll following the expiration of all rescission periods after the
Termination Date, subject to applicable withholding taxes. If the Employee has not
commenced full-time employment by March 31, 2010, the Employer will pay the Employee
additional severance in the form of salary continuation, in the




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	 	 	 	monthly gross amount of $19,583.33 (the “Additional Severance Pay”), subject to
applicable taxes and withholding, for each month during the period beginning April 1, 2010
and ending on June 30, 2010, during which the Employee has not commenced full-time
employment; provided the Additional Severance Pay shall be reduced for each month by the
amount fees, if any, the Employee is paid for part-time employment or consulting services
provided in such month. In order to be eligible to receive Additional Severance Pay for any
such month, the Employee must submit written or e-mail confirmation within 10 days of the
end of each month, satisfactory to the Employer, stating that the Employee did not commence
employment and the amount of wages or fees, if any, that the Employee is paid for part-time
employment or consulting services in the prior month. The amount of such Additional
Severance Pay shall be pro rated for the month during with Employee commences new
employment.
	 
	 	(b)	 	2009 EVIP. The Employee will participate in the Company’s 2009 Executive Variable
Incentive Plan (“2009JEVIP”) through the Termination Date and will be paid the bonus payable
under the 2009 EVIP for achieving revenue and net income objectives for the second quarter of
2009 as if she were employed on the date such bonus is paid. In addition, Employee will be
paid 50% of the bonus payable under the 2009 EVIP for achieving the 2009 cash flow objective
as if she were employed on the date such bonus is paid; such amount to be paid at the same
time the Company pays the bonus for achieving the 2009 cash flow objective to other
participants in the 2009 EVIP. The Employee will not be eligible for a bonus under the 2009
EVIP for any period after the Termination Date.
	 
	 	(c)	 	Benefit Continuation. The Employer shall provide the Employee with information and
election materials regarding continuation coverage in accordance with applicable state and/or
federal law. If, after the Termination Date, the Employee elects continuation coverage under
the Employer’s group Medical and Dental plans in accordance with applicable state and/or
federal law and pays the full amount of the cost of continuation coverage in a timely manner
in accordance with applicable state and/or federal law, then the Employer shall reimburse the
Employee for a portion of the Employee’s monthly cost of such continuation coverage for the
period ending on the earlier of (a) June 30, 2010, or (b) the date on which the Employee first
becomes eligible to participate in another group health plan maintained by a future employer
of Employee providing benefits to the Employee and her eligible family members. The portion
of the cost of continuation coverage for which the Employer shall reimburse the Employee is
the portion in excess of that portion the Employee would have been responsible had the
Employee’s termination of employment not occurred. Employee will be reimbursed on a monthly
basis as soon as practicable after the date the Employer has verified with the third party
COBRA administrator that 100% of the prior month’s COBRA premium has been paid by the
Employee.
	 
	 	(d)	 	Outplacement and Career Counseling Services. Employer shall make available to
Employee outplacement and career counseling services of up to $15,000 during the one year
period after the Termination Date.




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	 	(e)	 	Vacation/Floating Holidays/United Way Days. The Employer will pay the
Employee for the Employee’s accrued and unused vacation/floating holidays/United Way
days, as of the Termination Date.
	 
	 	(f)	 	Stock Options. The Employer and the Employee acknowledge and agree
that, as of the Termination Date, Employee holds vested and unvested options to
purchase shares of Common Stock of American Medical Systems Holdings, Inc., as set
forth in the stock option schedule attached hereto (assuming Employee does not
exercise any such vested options prior to the Termination Date). All such vested
options shall remain exercisable until and expire at the close of business on March
31, 2010. All such unvested options will be forfeited.
	 
	 	(g)	 	Laptop Computer and PDA. Employee shall be permitted to keep the
laptop computer and PDA provided to her by the Company after the Company’s information
technology group has removed all Company data, files and images from such laptop and
PDA.





     3. Compliance with Prior Agreements. The Employee acknowledges the legitimate Employer
interests which the Restrictions set forth in Section 6 of the Change in Control Severance
Agreement, dated April 2, 2007, between American Medical Systems Holdings, Inc. and the Employee
(the “CIC Agreement”) are designed to protect. The Employee further agrees that the
Restrictions set forth in Section 6 of the CIC Agreement are reasonable in their scope and
duration, and are supported by adequate consideration, including but not limited to the benefits
contained in the CIC Agreement and this Agreement. The Employee agrees that she will fully comply
with those Restrictions in accordance with their terms. The Employee further agrees that she will
fully comply with any prior agreements entered into with the Employer regarding assignment of
inventions, trade secrets or confidentiality. The Employee also agrees not to divulge or use any
trade secrets, confidential information, or other proprietary information of the Employer which she
obtained, or to which she had access during her employment with the Employer.



     4. Release. In consideration of the compensation paid by and other undertakings of
Employer stated in this Agreement, the Employee will execute the Release within twenty-one (21)
days of receiving this Agreement and will re-execute the Release on or after the Termination Date.
The Employee understands that she is not entitled to the compensation and benefits set forth in
Sections 2(a), (b), (c) and (d) unless she signs, and does not rescind, the Release.



     5. Stipulation of No Charges. The Employee affirmatively represents that she has not
filed nor caused to be filed any charges, claims, complaints, or actions against the Employer
before any federal, state, or local administrative agency, court, or other forum. The Employee
further waives any right to any form of recovery or compensation from any legal action filed or
threatened to be filed by him/her or on her behalf based on her employment with, or separation of
employment from, the Employer. This does not preclude the Employee from eligibility for
unemployment benefits, and does not preclude or obstruct the Employee’s right to file a Charge with
the Equal Employment Opportunity Commission (“EEOC”).



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     6. Non-Disparagement. The Parties to this Agreement agree that they will make no
disparaging or defamatory comments regarding the other Party. Furthermore, the Employee agrees not
to assist or encourage in any way any individual or group of individuals to bring or pursue a
lawsuit, charge, complaint, or grievance, or make any other demands against Employer.



     7. Non-Admissions. The Parties expressly deny any and all liability or wrongdoing and
agree that nothing in this Agreement or the Release shall be deemed to represent any concession or
admission of such liability or wrongdoing or any waiver of any defense.



     8. Invalidity. In case any one or more of the provisions of this Agreement or Release
shall be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained in this Agreement and Release will not in any
way be affected or impaired thereby.




9. Return of All Property and Commitment to Cooperate in Transition. The Employee
shall return, on or before the Termination Date, and not retain in any form or format, all
Employer documents, data, and other property in the Employee’s possession or control. The
Employee will permanently delete from any electronic media in the Employee’s possession,
custody, or control or to which employee has access, all documents or electronically stored
images of the Employer. The Employee also agrees that she will, prior to the Termination
Date, provide the Employer with a list of any documents that the Employee created or is
otherwise aware that are password-protected and the password(s) necessary to access such
documents. The Employee shall cooperate with the Employer and shall use the Employee’s best
efforts to ensure that both the Employer’s interests and those of the Employee are mutually
protected, and to be available, on a reasonable basis, to answer questions that may arise to
achieve a smooth transition. The Employer’s obligations under this Agreement are contingent
upon the Employee returning all Employer documents, data, and other property and cooperating
with the Employer as set forth above.



     10. Withholding For Amounts Owed to Employer. Execution of this Separation Agreement
shall constitute the Employee’s authorization for the Employer to make deductions from the
Employee’s wage payments and/or severance payments, for the Employee’s indebtedness to the
Employer, or to repay the Employer for unaccrued Paid Time Off already taken, employee purchases,
wage or benefit overpayment, or other Employer claims against the Employee.



     11. Voluntary and Knowing Action. The Employee acknowledges that she has read and
understands the terms of this Agreement and the Release, that she has been advised by the Employer
to consult with an attorney, that she has had a sufficient opportunity to review this Agreement and
the Release with her attorney, and that she is voluntarily and knowingly entering into this
Agreement and the Release. The Employee agrees that no promise or inducement has been offered
except as set forth in this Agreement and Release, and that the Employee is signing this Agreement
without reliance upon any statement or representation by the Employer or any representative or
agent of the Employer. The Employee understands that this Agreement and the attached Release will
have a final and binding effect and that by executing this Agreement, she may be giving up legal
rights.



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     12. Entire Agreement. Except for any continuing obligations under the agreements set
forth in Section 3 of this Agreement or any related Employer policy, this is the entire Agreement
between the Employer and the Employee relating to the Employee’s termination from employment and,
except as provided in Section 3 of this Agreement, supersedes any prior oral or written
understanding between the parties.



     13. Invalidity and Severability. In case any one or more of the provisions of this
Agreement or Release shall be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained in this Agreement and Release
will not in any way be affected or impaired thereby.



     14. Governing Law. This Agreement will be construed and interpreted in accordance with
applicable federal laws and the laws of the State of Minnesota. If either party brings a legal
action pursuant to this Agreement and Release including, but not limited to, an action to enforce
its terms or to challenge its validity, such legal action shall be properly filed in a court of
competent jurisdiction located in Hennepin County, Minnesota.



	 	 	 	 	 
	 	Janet L. Dick

 	 
	June 8, 2009 	/s/ Janet L. Dick
 	 
	 	 	 
	 	 	 
	 
	 	AMERICAN MEDICAL SYSTEMS, INC.

 	 
	June 9, 2009 	By:  	/s/ Anthony P. Bihl, III
 	 
	 	 	Anthony P. Bihl, III 	 
	 	 	President and Chief Executive Officer 	 
	 




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EXHIBIT A




RELEASE





	1.	 	Definitions. I intend all words used in this Release to have their plain meanings in
ordinary English. Technical legal words are not needed to describe what I mean. Specific
terms I use in this Release have the following meanings:






	 	(a)	 	“I,” “me,” and “my” include both me, Janet L. Dick and anyone who has or
obtains any legal rights or claims through me.
	 
	 	(b)	 	“Company,” as used in this Release, shall at all times mean American
Medical Systems, Inc., and its respective parent and/or subsidiary corporations,
affiliates, successors, predecessors, shareholders, present and/or former officers,
directors, agents, employees, and attorneys, whether in their individual or official
capacities, benefit plans and plan administrators, and insurers.
	 
	 	(c)	 	“My Claims” mean any and all of the actual or potential claims of any
kind whatsoever I have now against the Company, regardless of whether I now know about
those claims, that are in any way related to my employment with or separation
(termination of employment) from the Company, including, but not limited to, claims
for invasion of privacy; breach of written or oral, express or implied, contract;
fraud or misrepresentation; the Age Discrimination in Employment Act of 1967, as
amended, (“ADEA”), the Older Workers Benefit Protection Act of 1990 (“OWBPA”), Title
VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act
(“ADA”), the Family Medical Leave Act (“FMLA”), the Employee Retirement Income
Security Act of 1974 (“ERISA”), as amended, Equal Pay Act (“EPA”), the Worker
Adjustment and Retraining Notification Act (“WARN”), the Minnesota Human Rights Act,
Minnesota Stat. § 3 63 A et seq., Minnesota Statutes § 181 et seq.,
and any other federal, state, or local statute, law, rule, regulation, ordinance or
order. This includes, but is not limited to, claims for violation of any civil
rights laws based on protected class status; claims for discrimination, harassment,
assault, battery, defamation, intentional or negligent infliction of emotional
distress, breach of the covenant of good faith and fair dealing, promissory
estoppel, negligence,violation of public policy, and all other claims for
unlawful employment practices, and all other common law or statutory claims.






	2.	 	Agreement to Release My Claims. Except as stated in Paragraph 5, I agree to release
(give up) and waive all My Claims against the Company. In exchange for my agreement to release
My Claims, I am receiving satisfactory consideration (compensation) from Company to which I am
not otherwise entitled by law, contract, or under any Company policy. The consideration I am
receiving is a full and fair payment for the release of all My Claims. The Company does not
owe me anything in addition to what I will be receiving.
	 
	3.	 	Older Workers Benefit Protection Act. I understand and have been advised that the
above release of My Claims is subject to the terms of the Older Workers Benefit Protection Act
(“OWBPA”). The OWBPA provides that an individual cannot waive a




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	 	 	right or claim under the Age Discrimination in Employment Act (“ADEA”) unless the waiver is
knowing and voluntary. I agree that I am signing this Release voluntarily, and with full
knowledge of its consequences. I understand that the Company is giving me at least
twenty-one (21) days from the date I received a copy of this Release to decide whether I
want to sign it. I acknowledge that I have been advised to use this time to consult with an
attorney about the effect of this Release. If I sign this Release before the end of the
twenty-one (21) day period it will be my personal, voluntary decision to do so, and will be
done with full knowledge of my legal rights. I agree that material and/or immaterial changes
to this Release will not restart the running of this consideration period.
	 
	4.	 	Exclusions from Release. My Claims do not include my rights, if any, to claim the
following: Unemployment Insurance benefits; claims for my vested post-termination benefits
under any 401(k) or similar retirement benefit plan; my COBRA rights; my rights to enforce the
terms of this Release; or my rights to assert claims that are based on events occurring after
this Release becomes effective. In addition:






	 	(a)	 	Nothing in this Release interferes with my right to file a charge with the
Equal Employment Opportunity Commission (“EEOC”), or participate in any manner in an
EEOC investigation or proceeding under Title VII, the ADA, the ADEA, or the EPA. I,
however, understand that I am waiving my right to recover individual relief including,
but not limited to, back pay, front pay, reinstatement, attorneys’ fees, and/or
punitive damages, in any administrative or legal action whether brought by the EEOC, by
me, or any other party.
	 
	 	(b)	 	Nothing in this Release interferes with my right to challenge the knowing and
voluntary nature of this Release under the ADEA and/or OWBPA.
	 
	 	(c)	 	Nothing in this Release limits any rights that I would otherwise have to be
indemnified by the Employer, in my capacity as an officer or employee of the Employer,
under the Employer’s Certificate of Incorporation, Bylaws, directors’ and officers’
insurance policy, Section 145 of the Delaware General Corporation Law or any
indemnification agreement between the Company and me.
	 
	 	(d)	 	I agree that the Company reserves any and all defenses, which it has or might
have against any claims brought by me. This includes, but is not limited to, the
Company’s right to seek available costs and attorneys’ fees, and to have any monetary
award granted to me, if any, reduced by the amount of money that I received in
consideration for this Release.






	4.	 	Right to Rescind and/or Revoke. I understand that I have the right to rescind this
Release only insofar as it extends to potential claims under the Age Discrimination in
Employment Act (“ADEA”) by written notice to the Company within seven (7) calendar days
following my signing this Release, and within fifteen (15) calendar days as to waiver of
claims under the Minnesota Human Rights Act. Any such rescission must be




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	 	 	in writing and hand-delivered to the Company or, if sent by mail, postmarked within the
applicable time period, sent by certified mail, return receipt requested, and addressed as
follows:






	 	(a)	 	post-marked within the seven (7) or fifteen (15) day period;
	 
	 	(b)	 	properly addressed to Anthony P. Bihl, III, President and Chief Executive
Officer, American Medical Systems, Inc., 10700 Bren Road West,
Minnetonka, MN 55343-9679, and
	 
	 	(c)	 	sent by certified mail, return receipt requested.






	 	 	I understand that the payment I am receiving for settling and releasing My Claims is
contingent upon my agreement to be bound by the terms of this Release. Accordingly, if I
decide to revoke this Release, I understand that I am not entitled to the payments offered
in the attached Settlement Agreement.






	6.	 	I Understand the Terms of this Release. I have had the opportunity to read this
Release carefully and understand all its terms. I have been advised of my right to review
this Release with my own attorney. In agreeing to sign this Release, I have not relied on any
statements or explanations made by the Company or their attorneys. I understand and agree
that this Release and the attached Separation Agreement, and any agreement referenced in
Section 3 of the Separation Agreement, contain all the agreements between the Company and me.
We have no other written or oral agreements.





	 	 	 	 	 
	 	 	 
	Dated: 6-8-09 	/s/ Janet L. Dick
 	 
	 	Janet L. Dick 	 
	 	 	 
	 




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EXHIBIT A




RELEASE





	1.	 	Definitions. I intend all words used in this Release to have their plain meanings
in ordinary English. Technical legal words are not needed to describe what I mean. Specific
terms I use in this Release have the following meanings:






	 	(a)	 	“I,” “me,” and “my” include both me, Janet L. Dick and anyone who has or
obtains any legal rights or claims through me.
	 
	 	(b)	 	“Company,” as used in this Release, shall at all times mean American
Medical Systems, Inc., and its respective parent and/or subsidiary corporations,
affiliates, successors, predecessors, shareholders, present and/or former officers,
directors, agents, employees, and attorneys, whether in their individual or official
capacities, benefit plans and plan administrators, and insurers.
	 
	 	(c)	 	“My Claims” mean any and all of the actual or potential claims of any
kind whatsoever I have now against the Company, regardless of whether I now know about
those claims, that are in any way related to my employment with or separation
(termination of employment) from the Company, including, but not limited to, claims
for invasion of privacy; breach of written or oral, express or implied, contract;
fraud or misrepresentation; the Age Discrimination in Employment Act of
1967, as amended, (“ADEA”), the Older Workers Benefit Protection Act of 1990
(“OWBPA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with
Disabilities Act (“ADA”), the Family Medical Leave Act (“FMLA”), the Employee
Retirement Income Security Act of 1974 (“ERISA”), as amended, Equal Pay Act (“EPA”),
the Worker Adjustment and Retraining Notification Act (“WARN”), the Minnesota Human
Rights Act, Minnesota Stat. § 3 63A et sec^, Minnesota Statutes § 181 et seg., and any
other federal, state, or local statute, law, rule, regulation, ordinance or order.
This includes, but is not limited to, claims for violation of any civil rights laws
based on protected class status; claims for discrimination, harassment, assault,
battery, defamation, intentional or negligent infliction of emotional distress, breach
of the covenant of good faith and fair dealing, promissory estoppel, negligence,
violation of public policy, and all other claims for unlawful employment
practices, and all other common law or statutory claims.






	2.	 	Agreement to Release My Claims. Except as stated in Paragraph 5, I agree to release
(give up) and waive all My Claims against the Company. In exchange for my agreement to
release My Claims, I am receiving satisfactory consideration (compensation) from Company to
which I am not otherwise entitled by law, contract, or under any Company policy. The
consideration I am receiving is a full and fair payment for the release of all My Claims. The
Company does not owe me anything in addition to what I will be receiving.




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	3.	 	Older Workers Benefit Protection Act. I understand and have been advised that the
above release of My Claims is subject to the terms of the Older Workers Benefit Protection
Act (“OWBPA”). The OWBPA provides that an individual cannot waive a right or claim under the
Age Discrimination in Employment Act (“ADEA”) unless the waiver is knowing and voluntary. I
agree that I am signing this Release voluntarily, and with full knowledge of its
consequences. I understand that the Company is giving me at least twenty-one (21) days from
the date I received a copy of this Release to decide whether I want to sign it. I
acknowledge that I have been advised to use this time to consult with an attorney about the
effect of this Release. If I sign this Release before the end of the twenty-one (21) day
period it will be my personal, voluntary decision to do so, and will be done with full
knowledge of my legal rights. I agree that material and/or immaterial changes to this
Release will not restart the running of this consideration period.
	 
	4.	 	Exclusions from Release. My Claims do not include my rights, if any, to claim the
following: Unemployment Insurance benefits; claims for my vested post-termination benefits
under any 401(k) or similar retirement benefit plan; my COBRA rights; my rights to enforce the
terms of this Release; or my rights to assert claims that are based on events occurring after
this Release becomes effective. In addition:






	 	(a)	 	Nothing in this Release interferes with my right to file a charge with the
Equal Employment Opportunity Commission (“EEOC”), or participate in any manner in an
EEOC investigation or proceeding under Title VII, the ADA, the ADEA, or the EPA. I,
however, understand that I am waiving my right to recover individual relief including,
but not limited to, back pay, front pay, reinstatement, attorneys fees, and/or punitive
damages, in any administrative or legal action whether brought by the EEOC, by me, or
any other party.
	 
	 	(b)	 	Nothing in this Release interferes with my right to challenge the knowing and
voluntary nature of this Release under the ADEA and/or OWBPA.
	 
	 	(c)	 	Nothing in this Release limits any rights that I would otherwise have to be
indemnified by the Employer, in my capacity as an officer or employee of the Employer,
under the Employer’s Certificate of Incorporation, Bylaws, directors’ and officers’
insurance policy, Section 145 of the Delaware General Corporation Law or any
indemnification agreement between the Company and me.
	 
	 	(d)	 	I agree that the Company reserves any and all defenses, which it has or might
have against any claims brought by me. This includes, but is not limited to, the
Company’s right to seek available costs and attorneys’ fees, and to have any monetary
award granted to me, if any, reduced by the amount of money that I received in
consideration for this Release.






	5.	 	Right to Rescind and/or Revoke. I understand that I have the right to rescind this
Release only insofar as it extends to potential claims under the Age
Discrimination in Employment Act (“ADEA”) by written notice to the Company within seven (7)
calendar days following my signing this Release, and within fifteen




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	 	 	(15) calendar days as to waiver of claims under the Minnesota Human Rights Act. Any such
rescission must be in writing and hand-delivered to the Company or, if sent by mail,
postmarked within the applicable time period, sent by certified mail, return receipt
requested, and addressed as follows:






	 	(a)	 	post-marked within the seven (7) or fifteen (15) day period;
	 
	 	(b)	 	properly addressed to Anthony P. Bihl, III, President and Chief Executive
Officer, American Medical Systems, Inc., 10700 Bren Road West,
Minnetonka, MN 55343-9679, and
	 
	 	(c)	 	sent by certified mail, return receipt requested.






	 	 	I understand that the payment I am receiving for settling and releasing My Claims is
contingent upon my agreement to be bound by the terms of this Release. Accordingly, if I
decide to revoke this Release, I understand that I am not entitled to the payments offered
in the attached Settlement Agreement.
	 
	 	 	I Understand the Terms of this Release. I have had the opportunity to read
this Release carefully and understand all its terms. I have been advised of my right to
review this Release with my own attorney. In agreeing to sign this Release, I have not
relied on any statements or explanations made by the Company or their attorneys. I
understand and agree that this Release and the attached Separation Agreement, and any
agreement referenced in Section 3 of the Separation Agreement, contain all the agreements
between the Company and me. We have no other written or oral agreements.





	 	 	 	 	 
	 	 	 
	Dated: 6-30-09 	/s/ Janet L. Dick
 	 
	 	Janet L. Dick 	 
	 	 	 
	 




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